Common use of Effect of Termination of Employment Clause in Contracts

Effect of Termination of Employment. (a) Upon Executive’s Termination of Employment hereunder for any reason, 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 Agreement and, if applicable, any payments set forth in Section 4.2 or Section 4.3, if applicable. (b) 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 within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance shall accrue from the date of the Executive’s Termination of Employment, with any accrued but unpaid severance being paid on the date of the first payment as provided in Section 4.2 or Section 4.3, as applicable. (c) Any actual or constructive termination of the Executive’s employment which 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. (d) If the Executive is a member of the Board of Directors and the Executive’s employment is terminated by the Employer or by the Executive pursuant to Section 4.1, the Executive shall immediately resign from the Executive’s position on the Board(s) of Directors, effective no later than the date the Executive’s employment is terminated. (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 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. 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 Executive’s Termination of Employment hereunder A. In the event that Employee shall cease to be employed by the Company or its subsidiaries for any reasonreason other than his/her gross and willful misconduct, death, retirement (as defined in Section 3. D. below), or disability (as defined in Section 3. D. below), Employee shall have the right to exercise the option at any time within one month after such termination of employment to the extent of the full number of shares he/she was entitled to purchase under the option on the date of termination, subject to the condition that no option shall be exercisable after the expiration of the term of the option. B. In the event that Employee shall cease to be employed by the Company or its subsidiaries by reason of his/her gross and willful misconduct during the course of his/her employment, including but not limited to wrongful appropriation of Company funds or the commission of a felony, the Employer option shall have no further obligations to the Executive or the Executive’s estate with respect to this Agreement, except for the payment be terminated as of any amount earned and owing under Section 3 through the effective date of the termination of the Agreement and, if applicable, any payments set forth in Section 4.2 or Section 4.3, if applicable. (b) 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 within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance shall accrue from the date of the Executive’s Termination misconduct. C. If the Employee shall die while in the employ of Employmentthe Company or a subsidiary or within one month after termination of employment for any reason other than gross and willful misconduct and shall not have fully exercised the option, all remaining shares shall become immediately exercisable and such option may be exercised at any time within twelve months after his/her death by the executors or administrators of the Employee or by any person or persons to whom the option is transferred by will or the applicable laws of descent and distribution, and subject to the condition that no option shall be exercisable after the expiration of the term of the option. D. If the Employee's termination of employment is due to retirement (either after attaining age 55 with 10 years of service, or attaining age 65), or due to disability within the meaning of the provisions of the Graco Long-Term Disability Plan subject to the conditions that no option shall be exercisable after the expiration of the terms of the option, all remaining shares shall become immediately exercisable and the option may be exercised by the Employee at any accrued but unpaid severance being paid time within three years of the Employee's retirement, subject to the condition that no option shall be exercisable after the expiration of the term of the option. In the event of the death of the Employee within the three-year period after retirement, the option may be exercised at any time within twelve months after his/her death by the executors or administrators of the Employee or by any person or persons to whom the option is transferred by will or the applicable laws of descent and distribution, to the extent of the full number of shares he/she was entitled to purchase under the option on the date of death, and subject to the first payment condition that no option shall be exercisable after the expiration of the term of the option. E. Notwithstanding anything to the contrary contained in this Section 3, if the Employee chooses to terminate his/her employment by retirement (as provided defined in Section 4.2 or Section 4.33. D. above) and has not given the Company written notice, as applicable. (c) Any actual or constructive termination of the Executive’s employment which does not rise by correspondence to the level of a Termination of Employment shall not entitle the Executive to any of the payments or benefits described in Section 4. (d) If the Executive is a member of the Board of Directors his/her immediate supervisor and the Executive’s employment is terminated by the Employer or by the Chief Executive pursuant Officer, of said intention to Section 4.1, the Executive shall immediately resign from the Executive’s position on the Board(s) of Directors, effective no later retire not less than the date the Executive’s employment is terminated. (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 if, immediately prior to the Executive’s Termination date of Employmenthis/her retirement, the Executive is determined then in such event for purposes of this Agreement said termination of employment shall be deemed to be not a “specified employee” (within retirement but a termination subject to the meaning provisions of Code Section 409A(a)(2)(B)(i)) 3. A. above, provided, however, that in the event that the Chief Executive Officer, in his/her sole discretion and judgement, determines that termination of employment by retirement of the Employer Employee without six (or any related “service recipient” within 6) months prior written notice is in the meaning of Code Section 409A and the regulations thereunder). Any payments suspended by operation best interests of the foregoing sentence Company, then such retirement shall be paid as a lump sum within thirty (30) days following the end of such six-month periodsubject to Section 3. Payments (or portions thereof) that would be paid latest in time during the six-month period will be suspended firstD. above.

Effect of Termination of Employment. (a) Upon Executive’s Termination of Employment hereunder for any reason, the Employer Park Sterling 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 this Agreement and, if applicable, any payments and payment set forth in Section 4.2 or Section 4.3, if applicable. (b) Notwithstanding any other provision of this Agreement to the contrary, as a condition of the EmployerPark Sterling’s payment of any amount in connection with the Executive’s Termination of Employment, the Executive must execute within such period of time following Termination of Employment as is permitted by the Employer Park Sterling (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any provided by Park Sterling. All payments of severance shall accrue from the date of the Executive’s Termination of Employment and, notwithstanding the timing provisions under Section 4.2 and Section 4.3, shall be made or commence on the sixtieth (60th) day following the Executive’s Termination of Employment, with any accrued but unpaid severance being paid on the date of the first payment as provided in Section 4.2 or Section 4.3, as applicablepayment. (c) Any actual or constructive termination of the Executive’s employment which 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. (d) If the Executive is a member of the Board of Directors and the Executive’s employment is terminated by the Employer or by the Executive pursuant to Section 4.1, the Executive shall immediately resign from the Executive’s position on the Board(s) of Directors, effective no later than the date the Executive’s employment is terminated. (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 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 Park Sterling (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. Payments (or portions thereof) that would be paid latest in time during the six-month period will be suspended first. (d) Any purported termination of the Executive’s employment which 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) If the Executive is a member of the Board of Directors of either the Company or the Bank and the Executive’s employment is terminated by Park Sterling or by the Executive pursuant to Section 4.1, the Executive shall immediately resign from Executive’s position(s) on the Board(s) of Directors, effective as of the date Executive’s employment is terminated. (f) Notwithstanding anything contained in this Agreement to the contrary, no payments shall be made pursuant to Section 4 or any other provision herein in contravention of the requirements of Section 2[18(k)] of the Federal Deposit Insurance Act (12 U.S.C. 1828(k)).

Effect of Termination of Employment. (a) Upon Executive’s Termination of Employment hereunder for any reason, the Employer shall have no further obligations to the Executive or the Executive’s estate with respect to this Agreement, except for (1) the payment of any amount earned and owing under this Agreement; (2) the reimbursement of any expenses under Section 3 through the effective date of the termination of the Agreement and, if applicable, 3.5; and (3) any payments payment set forth in Section 4.2 or Section 4.3, if applicable. (b) 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 EmploymentEmployment pursuant to Section 4.2 or Section 4.3, the Executive must execute within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) therein, a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance provided by the Employer. The Employer shall accrue from 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 Executive’s Termination of Employment, with any accrued but unpaid severance being paid on the date of the first payment as provided in Section 4.2 or Section 4.3, as applicable. (c) Any actual or constructive termination of the Executive’s employment which 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. (d) If the Executive is a member of the Board of Directors and the Executive’s employment is terminated by the Employer or by the Executive pursuant to Section 4.1, the Executive shall immediately resign from the Executive’s position on the Board(s) of Directors, effective no later than the date the Executive’s employment is terminated. (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 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. Payments . (d) If the Executive is a member of the board of directors of either the Company or portions thereofany Affiliate of the Company and the Executive’s employment is terminated by the Employer or by the Executive pursuant to Section 4.1, the Executive shall immediately resign from the Executive’s position(s) that would on such board(s) of directors, effective no later than the effective date of the Termination of Employment. (e) Notwithstanding anything contained in this Agreement to the contrary, no payments shall be paid latest made pursuant to Section 4 or any other provision herein in time during contravention of the six-month period will be suspended firstrequirements of Section 18(k) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. Section 1828(k)).

Effect of Termination of Employment. (ai) Upon Executive’s Termination of Employment hereunder for any reason, 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 Agreement and, if applicable, any payments set forth in Section 4.2 or Section 4.3, if applicable. (b) 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 within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance shall accrue from the date of the Executive’s Termination of Employment, with any accrued but unpaid severance being paid on the date of the first payment Except as provided in Section 4.2 3(b)(ii), 3(b)(iii), 3(b)(iv) and 3(d), upon your termination of employment with Capital One for any reason all Restricted Stock Units shall immediately be forfeited (to the extent not previously vested or Section 4.3, forfeited as applicableprovided herein). (cii) Any actual or constructive Upon your termination of employment with Capital One as a result of your death or Disability, the Executive’s Restricted Stock Units shall immediately vest, and the Shares shall be issuable in full without restrictions on transferability upon such termination of employment which does not rise (to the level of a Termination of Employment shall extent not entitle the Executive to any of the payments previously vested or benefits described in Section 4forfeited as provided herein). (diii) If Upon your termination of employment with Capital One as a result of Retirement, the Executive is a member of Restricted Stock Units shall continue to vest on the Board of Directors Scheduled Vesting Dates (to the extent not previously vested or forfeited as provided herein) and the Executive’s employment is terminated by the Employer or by the Executive remain subject to reduction pursuant to Section 4.1, the Executive shall immediately resign from the Executive’s position on the Board(s13(a) of Directors, effective no later than the date the Executive’s employment is terminatedand 13(b). (eiv) Notwithstanding any provision Subject to Section 3(b)(v), upon your termination of employment by Capital One not for Cause, you will receive continued vesting of the Restricted Stock Units scheduled to vest on each of the Scheduled Vesting Dates as if a termination of employment had not occurred subject to (A) your execution of a separation agreement and/or general release of claims within a period of time as required by Capital One (in a form as prescribed by Capital One, a “Release”), (B) such Release becoming effective and irrevocable in accordance with its terms and (C) your continued compliance with the Agreement to the contrary, to terms of such Release through each Scheduled Vesting Date. 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 if, immediately a Scheduled Vesting Date occurs 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)) expiration of the Employer period of time Capital One provides you to sign the Release, you shall be entitled to vesting of the applicable portion of your Restricted Stock Units on such Scheduled Vesting Date even if you have not yet executed the Release. For avoidance of doubt, such continued vesting shall remain subject to reduction pursuant to Section 13(a) and 13(b) and shall immediately cease (and any then-unvested Restricted Stock Units shall be immediately forfeited) in the event that you violate the terms and conditions of the Release. (v) Your right to continued vesting pursuant to Section 3(b)(iv) is expressly conditioned on your compliance with any and all restrictive covenant agreements or any related provisions to which you are a party with Capital One including, but not limited to, those with respect to non-competition, confidentiality and work product, non-solicitation of employees/no hire of employees, non-solicitation of customers, and garden transition period or leave (collectively, “service recipient” within the meaning of Code Section 409A and the regulations thereunderRestrictive Covenant Agreements”). Any payments suspended You understand and agree that any actual or threatened action by operation you in violation of any Restrictive Covenant Agreements shall forfeit your right to continued post-employment vesting as of the foregoing sentence shall be paid as a lump sum within thirty (30) days following the end date of such six-month periodactual or threatened action by you in violation of such Restrictive Covenant Agreement. Payments (You further understand and agree that any forfeiture of continued vesting rights under this Agreement, or portions waiver thereof) that would be paid latest in time during , shall not limit Capital One’s rights to pursue any and all legal and equitable remedies and damages available for your breach of the six-month period will be suspended firstRestrictive Covenant Agreements under the terms of such agreements and applicable law, including but not limited to, injunctive relief, monetary damages, costs and fees.

Effect of Termination of Employment. If the Optionee ceases to be employed by the Company or any of its Subsidiaries, any portion of the Option that was not vested on the date of the Optionee’s termination of employment and that does not vest pursuant to the terms of the Employment Agreement shall be forfeited, and any portion of the Time-Based Option that vests may be exercised until the earlier of (i) the Expiration Date and (ii) the date that is 6 months after the date of the Optionee’s termination of employment, and any portion of the Performance-Based Option that vests may be exercised until the earlier of (i) the Expiration Date and (ii) the date that is six months after the later of the date of the Optionee’s termination of employment or the date of any subsequent vesting pursuant to Section 5(d) below, except that: (a) Upon Executiveif the Optionee’s Termination employment with the Company or any of its Subsidiaries is terminated for Cause (as such term is defined in the Employment hereunder for Agreement), any reason, portion of the Employer shall have no further obligations to Option that has not been exercised on 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 Optionee’s termination of the Agreement and, if applicable, any payments set forth in Section 4.2 or Section 4.3, if applicableemployment shall be immediately forfeited. (b) Notwithstanding any other provision of this Agreement to if the contrary, as a condition of the EmployerOptionee’s payment of any amount in connection employment with the Executive’s Termination Company or any of Employmentits Subsidiaries is terminated due to a Disability (as such term is defined in the Employment Agreement), the Executive must execute within such period Option may be exercised until the earlier of time following Termination of Employment as (i) the Expiration Date and (ii) the date that is permitted by the Employer twelve (and not timely revoke during any revocation period provided pursuant to such release12) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance shall accrue from months after the date of the ExecutiveOptionee’s Termination of Employment, with any accrued but unpaid severance being paid on the date of the first payment as provided in Section 4.2 or Section 4.3, as applicabletermination due to Disability. (c) Any actual if the Optionee’s employment with the Company or constructive termination any of its Subsidiaries is terminated due to death, the Option may be exercised by the Optionee’s personal representative or the administrators of the ExecutiveOptionee’s employment which does not rise 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 date of the Optionee’s death. Notwithstanding anything to the level contrary in (b) or (c) of a Termination this Section 5, if the date on which the Optionee ceases to be an employee of Employment the Company due to Disability or death is within six (6) months of the Grant Date of the Option, and the Optionee is an officer or director of the Company subject to Section 16(b) of the Exchange Act, this Option shall not entitle become fully exercisable until six (6) months and one day after the Executive to any of the payments or benefits described in Section 4Grant Date. (d) If As provided in the Executive is a member of Employment Agreement, if the Board of Directors and Company terminates the ExecutiveOptionee’s employment without Cause (as such term is terminated by defined in the Employer Employment Agreement) or by the Executive pursuant Optionee terminates her employment with Good Reason (as such term is defined in the Employment Agreement), then (x) the Time-Based Option will continue to Section 4.1, the Executive shall immediately resign from the Executive’s position on the Board(s) of Directors, effective no later than vest through the date 12 months after the Executive’s employment is terminated. (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 Employmenttermination, and (y) the Performance-Based Option shall be suspended and paid as soon as practicable following vest through any Performance-Vesting Date that occurs during the end of the six12-month period following such effective the date if, immediately prior of termination. The number of Time-Based Options deemed exercisable upon termination shall be calculated after giving effect to the Executive’s Termination acceleration of Employment, the Executive is determined to be a “vesting specified employee” in this clause (within the meaning of Code Section 409A(a)(2)(B)(id)) 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. 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 Executive’s Termination of Employment hereunder for any reason, the Employer Bank shall have no further obligations to the Executive or the Executive’s estate with respect to this Agreement, except for (1) the payment of any amount earned and owing under this Agreement; (2) the reimbursement of any expenses under Section 3 through the effective date of the termination of the Agreement and, if applicable, 3.4; and (3) any payments payment set forth in Section 4.2 4.2(a), (b) or Section 4.3(c), if and as applicable. (b) 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 within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) therein, a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” 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. Any payments of severance shall accrue from the date of the Executive’s Termination of Employment, with any accrued but unpaid severance being paid on the date of the first payment as provided in Section 4.2 or Section 4.3, as applicableotherwise provided. (c) Any actual or constructive termination of the Executive’s employment which 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. (d) If the Executive is a member of the Board of Directors of the Company or of the Bank, or both, and the Executive’s employment is terminated by the Employer or by the Executive pursuant to Section 4.1, the Executive shall immediately resign from the Executive’s his position on the such Board(s) of Directors, effective no later than the date his employment is terminated, unless the Company or the Bank and Executive mutually agree to the Executive’s employment is terminatedcontinued service on such Board(s) of Directors. (ed) 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 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. Payments (or portions thereof) that would be paid latest in time during the six-month period will be suspended first. (e) Notwithstanding anything contained in this Agreement to the contrary, no payments shall be made pursuant to Section 4 or any other provision herein in contravention of the requirements of Section 2[18(k)] of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1828(k)). In particular, the provisions of Section 4.2 pertaining to the potential for severance payments, shall have no force or effect as long as either the agreement concerning the potential for severance payments or the actual payment of severance amounts would be considered a “golden parachute payment,” with the meaning of 12 C.F.R. Section 359.1(f). (f) It is intended that (1) each payment or installment of payments provided under this Agreement is a separate “payment” for purposes of Code Section 409A, and (2) that the payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A, including those provided under Treasury Regulations Section 1.409A-1(b)(4) (regarding short-term deferrals), Section 1.409A-1(b)(9)(iii) (regarding the severance pay exception) and Section 1.409A-1(b)(9)(iv) (regarding reimbursements and other separation pay).

Effect of Termination of Employment. (ai) Upon Executive’s Termination of Employment hereunder for any reason, 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 Agreement and, if applicable, any payments set forth in Section 4.2 or Section 4.3, if applicable. (b) 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 within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance shall accrue from the date of the Executive’s Termination of Employment, with any accrued but unpaid severance being paid on the date of the first payment Except as provided in Section 4.2 3(b)(ii), 3(b)(iii), 3(b)(iv) and 3(d), upon your termination of employment with Capital One for any reason all Restricted Stock Units shall immediately be forfeited (to the extent not previously vested or Section 4.3, forfeited as applicableprovided herein). (cii) Any actual or constructive Upon your termination of employment with Capital One as a result of your death or Disability, the Executive’s Restricted Stock Units shall immediately vest, and the Shares shall be issuable in full without restrictions on transferability upon such termination of employment which does not rise (to the level of a Termination of Employment shall extent not entitle the Executive to any of the payments previously vested or benefits described in Section 4forfeited as provided herein). (diii) If Upon your termination of employment with Capital One as a result of Retirement, the Executive is a member of Restricted Stock Units shall continue to vest on the Board of Directors Scheduled Vesting Dates (to the extent not previously vested or forfeited as provided herein) and the Executive’s employment is terminated by the Employer or by the Executive remain subject to reduction pursuant to Section 4.1, the Executive shall immediately resign from the Executive’s position on the Board(s13(a) of Directors, effective no later than the date the Executive’s employment is terminatedand 13(b). (eiv) Notwithstanding any provision Upon your termination of employment by Capital One in a manner that makes you eligible for severance compensation or benefits, you will receive continued vesting of the Agreement Restricted Stock Units scheduled to vest on each of the contraryScheduled Vesting Dates as if a termination of employment had not occurred subject to (A) your execution of a separation agreement and/or general release of claims within a period of time as required by Capital One (in a form as prescribed by Capital One, to a “Release”), (B) such Release becoming effective and irrevocable in accordance with its terms and (C) your continued compliance with the terms of such Release through each Scheduled Vesting Date. 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 if, immediately a Scheduled Vesting Date occurs 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)) expiration of the Employer (or any related “service recipient” within period of time Capital One provides you to sign the meaning of Code Section 409A and the regulations thereunder). Any payments suspended by operation Release, you shall be entitled to vesting of the foregoing sentence applicable portion of your Restricted Stock Units on such Scheduled Vesting Date even if you have not yet executed the Release. For avoidance of doubt, such continued vesting shall remain subject to reduction pursuant to Section 13(a) and 13(b) and shall immediately cease (and any then-unvested Restricted Stock Units shall be paid as a lump sum within thirty (30immediately forfeited) days following in the end event that you violate the terms and conditions of such six-month periodthe Release. Payments (or portions thereof) that would be paid latest in time during the six-month period For purposes of this Section 3(b)(iv), you will be suspended firstconsidered to have experienced a termination of employment by Capital One in a manner that makes you eligible for severance compensation or benefits if (X) you are a U.S. associate and you are eligible to receive benefits under any applicable U.S. Capital One severance plan in place at the time of your termination of employment, (Y) you are a U.K. associate and experience a termination by mutual agreement or redundancy, or (Z) you are a Canadian associate and experience an involuntary termination of employment that qualifies for severance payments under local law.

Effect of Termination of Employment. (a) Upon Executive’s Termination of Employment hereunder for any reason, the Employer shall have no further obligations to the Executive or the Executive’s estate with respect to this Agreement, except for (i) the payment of any amount earned and owing under this Agreement; (ii) the reimbursement of any expenses under Section 3 through 3.4; and (iii) the effective date of the termination of the Agreement and, if applicable, any payments set forth in Section 4.2 or Section 4.34.3 (but not both such sections), if applicable. (b) 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, prior to the expiration of the Severance Delay Period the Executive must execute within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any all revocation period provided periods must expire pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any provided by the Employer, which form shall be reasonable and consistent with customary practices in the banking industry. All payments of severance pursuant to this Agreement shall accrue from the date of the Executive’s Termination of EmploymentEmployment and, notwithstanding the timing provisions under Section 4.2 or Section 4.3, shall be made or commence on the first business day following the last day of the Severance Delay Period, with any accrued but unpaid severance payments being paid on the date of the first payment as provided in Section 4.2 or Section 4.3, as applicablepayment. (c) Any actual or constructive termination of the Executive’s employment which 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. (d) If the Executive is a member of the Board of Directors of either the Company or the Bank and the Executive’s employment is terminated by the Employer or by the Executive pursuant to Section 4.1, the Executive shall immediately resign from the Executive’s position his position(s) on the Board(s) of DirectorsDirectors of the Company and the Bank, effective no later than as of the date his employment is terminated. In such event, the Employer shall promptly pay, or shall cause to be paid, any unpaid fees or expenses for the Executive’s employment is terminatedservice on the Board(s) of Directors of Employer. (e) Notwithstanding any provision anything contained in the this Agreement to the contrary, to the extent necessary to avoid the imposition of tax on the Executive under Code Section 409A, any no 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 made pursuant to Section 4 or any other provision herein in contravention of the six-month period following such effective date if, immediately prior to the Executive’s Termination requirements of Employment, the Executive is determined to be a “specified employee” (within the meaning of Code Section 409A(a)(2)(B)(i)18(k) of the Employer Federal Deposit Insurance Act (or any related “service recipient” within the meaning of Code Section 409A and the regulations thereunderFDIA”) (12 U.S.C. 1828(k). 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. 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. Termination due to Reduction in Force or Mutual Agreement; Change in Control; Recoupment and Forfeiture. (a) Upon ExecutiveAge 62 or Older Other than for Cause, death or Disability with at least 10 Years of Service; Approved Termination. If, prior to the settlement of the RSUs in full: (i) the Employee’s Termination status as an employee of Employment hereunder the Company or any of its subsidiaries is terminated at age 62 or older for no reason, or for any reasonreason other than Cause, death or Disability, and the Employer Employee shall have no further obligations to the Executive been (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 other purpose shall have been treated as if he or she had been) a continuous employee of the termination of the Agreement and, if applicable, any payments set forth in Section 4.2 Company or Section 4.3, if applicable. (b) Notwithstanding any other provision of this Agreement its subsidiaries for at least 10 years immediately prior 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 within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance shall accrue from the date of termination of employment status (including for this purpose any continuous service with CSC prior to the ExecutiveSpinoff or with SRA prior to the SRA Merger); or (ii) the Employee’s Termination of Employment, with any accrued but unpaid severance being paid on the date status as an employee of the first payment as provided in Section 4.2 Company or Section 4.3, as applicable. (c) Any actual or constructive termination any of its subsidiaries is terminated at any time during the term of the Executive’s employment which does not rise Award and such termination is due to the level of a Termination of Employment shall not entitle the Executive to any of the payments Reduction in Force or benefits described in Section 4. (d) If the Executive is a member of the Board of Directors and the Executive’s employment is terminated by the Employer or by the Executive pursuant to Section 4.1Mutual Agreement, the Executive shall immediately resign from the Executive’s position on the Board(s) of Directorsthen, effective no later than the date the Executive’s employment is terminated. (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 after the end Employee’s status as an employee of the six-month period following such effective date ifCompany or its subsidiaries is terminated (the “Employment Termination Date”), immediately the Company shall settle a portion of the remaining unsettled RSUs and any related Dividend Equivalents. The portion of the RSUs settled will be determined by multiplying (x) the total number of RSUs granted under this Award by (y) a fraction, the numerator of which is the number of full months of continuous service with the Company or its subsidiaries that the Employee has completed since the Grant Date and the denominator of which is the total number of full months from the Grant Date until the last scheduled Vesting Date under the Award, and then subtracting from the resulting product the total number of RSUs granted under this Award, if any, that have vested and been settled prior to the Executive’s Employment Termination of Employment, the Executive is determined to be a “specified employee” (within the meaning of Code Section 409A(a)(2)(B)(i)) Date. The portion of the Employer (or RSUs not settled in accordance with this section any related “service recipient” within the meaning of Code Section 409A and the regulations thereunder). Any payments suspended by operation Dividend Equivalents shall automatically be cancelled as of the foregoing sentence shall be paid as a lump sum within thirty (30) days following close of business on the end of such six-month period. Payments (or portions thereof) that would be paid latest in time during the six-month period will be suspended firstEmployment Termination Date.

Effect of Termination of Employment. (a) Upon Executive’s Termination of Employment hereunder for any reason, 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 compensation, benefits or other amounts earned and owing under Section 3 through the effective date of the termination of the Agreement and, if applicable, any payments set forth in Section 4.2 or Section 4.3, if applicable4.2. (b) Notwithstanding any other provision of this Agreement to the contrary, as a condition of the Employer’s payment provision of any amount severance benefits in connection with the Executive’s Termination of EmploymentEmployment pursuant to Section 4.2, the Executive must execute within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance shall accrue from the date of the Executive’s Termination of Employment, with any accrued but unpaid severance being paid on the date of the first payment as provided in Section 4.2 or Section 4.3, as applicable4.2. (c) Any actual or constructive termination of the Executive’s employment which 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. (d) If the Executive is a member of the Board of Directors and the Executive’s employment is terminated by the Employer or by the Executive pursuant to Section 4.1, the Executive shall immediately resign from the Executive’s position on the Board(s) of Directors, effective no later than the date the Executive’s employment is terminated. (ed) 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 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. Payments (or portions thereof) that would be paid latest in time during the six-month period will be suspended first. (e) Notwithstanding any provision in this Agreement to the contrary, if the Employer elects not to renew the Term of this Agreement at the end of the Initial Term or any twelve-month anniversary thereof pursuant to Section 2(a), any service condition contained in any equity awards outstanding in favor of the Executive shall be deemed to have been satisfied immediately prior to the effective date of the Termination of Employment and shares of Company common stock subject to any performance stock awards awarded pursuant to Subsections (a) and (b) of Section 3.4 shall be earned if and to the extent applicable performance measures are attained and the applicable conditions in Subsection (c) of Section 3.4 remain satisfied as of the fiscal year ending with or within the twelve-month period immediately following the effective date of the Termination of Employment.

Effect of Termination of Employment. Notwithstanding the foregoing: (aA) Upon Executive’s Termination On the occurrence of Employment hereunder both a Change in Control (as such term is defined in the Plan) and termination of Employee's employment before the Lapse Date by the Company other than for any reasonCause or by the Employee for Good Reason, the Employer Forfeiture Restrictions shall have no further obligations immediately lapse as to all 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 Agreement and, if applicable, any payments set forth in Section 4.2 or Section 4.3, if applicableRestricted Shares. (bB) Notwithstanding any other provision If Employee's employment with the Company is terminated before the Lapse Date by reason of death, the Forfeiture Restrictions shall immediately lapse as to a prorata portion of the Restricted Shares. The prorata portion shall be measured by months elapsed from the date of this Agreement to the contrarydate of death, as compared to 36 months. (C) If Employee's employment with the Company is terminated before the Lapse Date by reason of disability (as determined by the Company) or retirement as defined in the Plan, the Forfeiture Restrictions shall lapse on the Lapse Date as to a condition prorata portion of the Employer’s payment of any amount in connection with Restricted Shares which would be available to Employee on the Executive’s Termination of Employment, Lapse Date (according to the Executive must execute within such period of time following Termination of Employment as is permitted schedule above) had Employee not terminated employment. The prorata portion shall be measured by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance shall accrue months elapsed from the date of the Executive’s Termination this Agreement to termination of Employment, with any accrued but unpaid severance being paid on the date of the first payment as provided in Section 4.2 or Section 4.3employment, as applicablecompared to 36 months. (cD) Any actual In the event Employee's employment is terminated for any other reason, the Committee or constructive termination its delegate, as appropriate, may, in the Committee's or such delegate's sole discretion, approve the lapse of the Executive’s employment which does not rise to the level of a Termination of Employment shall not entitle the Executive Forfeiture Restrictions as to any of or all Restricted Shares still subject to such restrictions, such lapse to be effective on the payments or benefits described in Section 4Lapse Date. (dE) If the Executive Employee is a member of the Board of Directors and the Executive’s employment is terminated by the Employer or by the Executive pursuant to “covered employee” as defined in Internal Revenue Code Section 4.1162(m), the Executive shall immediately resign from the Executive’s position on the Board(s) provisions of Directorsparagraph (D), effective no later than the date the Executive’s employment is terminated. (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 Employmentabove, shall be suspended and paid as soon as practicable following the end of the six-month period following such effective date if, immediately prior not apply 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. Payments (or portions thereof) that would be paid latest in time during the six-month period will be suspended firstthis Agreement.

Effect of Termination of Employment. (a) Upon Executive’s Termination of Employment hereunder for any reason, 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 Agreement and, if applicable, any payments set forth in Section 4.2 or Section 4.3, if applicableAgreement. (b) 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 within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance shall accrue from the date of the Executive’s Termination of Employment, with any accrued but unpaid severance being paid on the date of the first payment as provided in Section 4.2 or Section 4.3, as applicable. (c) Any actual or constructive termination of the Executive’s employment which 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. (d) If the Executive is a member of the Board of Directors and the Executive’s employment is terminated by the Employer or by the Executive pursuant to Section 4.1, the Executive shall immediately resign from the Executive’s position on the Board(s) of Directors, effective no later than the effective date of the Executive’s employment is terminatedTermination of Employment. (ec) 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 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. Payments (or portions thereof) that would be paid latest in time during the six-month period will be suspended first. (d) Any actual or constructive termination of the Executive’s employment which 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 anything contained in this Agreement to the contrary, no payments shall be made pursuant to Section 4 or any other provision herein in contravention of the requirements of Section 18(k) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1828(k)).

Effect of Termination of Employment. (a) Upon Executive’s Termination of Employment hereunder for any reason, 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 this Agreement and, if applicable, any payments and payment set forth in Section 4.2 or Section 4.3, if applicable. (b) 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 within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any provided by the Employer. All payments of severance shall accrue from the date of the Executive’s Termination of Employment and, notwithstanding the timing provisions under Sections 4.2 and 4.3, shall be made or commence on the sixtieth (60th) day following the Executive’s Termination of Employment, with any accrued but unpaid severance being paid on the date of the first payment as provided in Section 4.2 or Section 4.3, as applicablepayment. (c) Any actual or constructive termination of the Executive’s employment which 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. (d) If the Executive is a member of the Board of Directors and the Executive’s employment is terminated by the Employer or by the Executive pursuant to Section 4.1, the Executive shall immediately resign from the Executive’s position on the Board(s) of Directors, effective no later than the date the Executive’s employment is terminated. (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 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. Payments (or portions thereof) that would be paid latest in time during the six-month period will be suspended first. (d) Any purported termination of the Executive’s employment which 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) If the Executive is a member of the Board of Directors of either the Company or the Bank and the Executive’s employment is terminated by the Employer or by the Executive pursuant to Section 4.1, the Executive shall immediately resign from his position(s) on the Board(s) of Directors, effective as of the date his employment is terminated. (f) Notwithstanding anything contained in this Agreement to the contrary, no payments shall be made pursuant to Section 4 or any other provision herein in contravention of the requirements of Section 2[18(k)] of the Federal Deposit Insurance Act (12 U.S.C. 1828(k)).

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 Executive’s Termination If this Agreement is terminated pursuant to Section 4(a) or (b), Executive (or his estate) shall receive his annual base salary and benefits (as applicable) for the remainder of Employment hereunder the calendar month in which such termination occurs and for any reason, the Employer shall have no further obligations a period of twelve (12) calendar months thereafter (according to the same payroll practices in effect at the time of termination). In addition, Executive (or his estate) shall receive a lump sum payment, within ten days of any such termination, equal to the Executive’s estate with respect to this Agreementmaximum bonus for which Executive was eligible in the year in which such termination occurs, except plus payment of accrued but untaken vacation for the payment of any amount earned and owing under Section 3 through the effective date portion of the year in which such termination occurs. Notwithstanding the terms of the Agreement andStock Plan and any Awards (as defined in the Stock Plan) granted to Executive thereunder, if applicable, any payments set forth in Section 4.2 or Section 4.3, if applicableall such Awards outstanding immediately prior to such termination shall immediately become exercisable. (b) Notwithstanding any other provision of If 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 within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided terminated pursuant to such releaseSection 4(c) a release or 4(g), Executive shall receive his annual base salary and non-disparagement agreement in substantially benefits (including his vested Awards under the form attached hereto as Exhibit “A.” Any payments of severance shall accrue from Stock Plan) accrued through the date of such termination of employment. Any unvested Awards under the Executive’s Termination of Employment, with any accrued but unpaid severance being paid on the date terms of the first payment as provided in Section 4.2 or Section 4.3, as applicableStock Plan shall be forfeited. (c) Any actual or constructive termination If this Agreement is terminated pursuant to Section 4(d), Executive shall receive his annual base salary for the remainder of the Executive’s employment calendar year in which does not rise to such termination occurs and benefits (as applicable) for the level of a Termination of Employment shall not entitle the Executive to any remainder of the payments Initial Period or benefits described 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 payment of accrued but untaken vacation for the portion of the year in Section 4which such termination occurs. Notwithstanding the terms of the Stock Plan and any Awards granted to Executive thereunder, all such Awards outstanding immediately prior to such termination shall immediately become exercisable. (d) If the Executive is a member of the Board of Directors and the Executive’s employment this Agreement is terminated by the Employer or by the Executive pursuant to Section 4.14(e), the Executive shall immediately resign from the Executive’s position on the Board(sreceive his annual base salary and benefits (as applicable) for a period of Directors, effective no later than twelve (12) calendar months after the date of such termination. occurs. Any unvested Awards under the Executive’s employment is terminatedterms of the Stock Plan shall be forfeited. (e) Notwithstanding any provision If this Agreement is terminated pursuant to Section 4(f), Executive shall receive his annual base salary for the remainder of the 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 three times his then current annual base salary, plus three times the maximum bonus for which Executive was eligible in the Agreement to year in which such termination occurs. Notwithstanding 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 terms of the six-month period following Stock Plan and any Awards granted to Executive thereunder, all such effective date if, Awards outstanding immediately prior to such termination shall immediately become exercisable. (f) All shares of stock, options and warrants held by Executive at the Executive’s Termination time of Employment, termination shall remain subject to the Executive is determined to be a “specified employee” (within the meaning of Code Section 409A(a)(2)(B)(i)) terms of the Employer (or any related “service recipient” within the meaning of Code Section 409A Stock Plan 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. Payments (or portions thereof) that would be paid latest in time during the six-month period will be suspended firstagreements pursuant to which they were issued.

Effect of Termination of Employment. (a) Upon In the event the Executive’s Termination 's employment terminates, whether during the Term or following the expiration of Employment hereunder for any reasonthe Term, due to a Without Cause Termination, the Employer shall have no further obligations Company shall, as liquidated damages or severance pay, or both, continue, subject to the Executive or provisions of Section 6 below, to pay the Executive’s estate with respect to this Agreement, except 's Base Salary as in effect at the time of such termination for the payment greater of any amount earned and owing under Section 3 through (i) the remainder of the then-current Term, or (ii) a period of twelve months from the effective date of such termination. During the period that the Company is making payments pursuant to this Section 5(a), the Company shall continue to provide the Executive with continued group hospitalization, health and related insurance in lieu of any rights the Executive would otherwise have under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"). For purposes hereof, no Without Cause Termination shall be effective until 30 days after the Company has given notice of termination of to the Agreement and, if applicable, any payments set forth in Section 4.2 or Section 4.3, if applicableExecutive. (b) Notwithstanding any other provision of this Agreement to In the contraryevent the Executive's employment terminates, as a condition whether during the Term or following the expiration of the Employer’s payment of any amount in connection with Term, due to a Permanent Disability, the Company shall continue to pay the Executive’s Termination 's Base Salary as in effect at the time of Employment, the Executive must execute within such termination for a period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance shall accrue six months from the date of such termination; provided, that such amounts shall be offset by any amounts otherwise paid to the Executive’s Termination of EmploymentExecutive under the Company's then-existing disability program. In addition, with any accrued earned but unpaid severance being paid on Base Salary as of the date of termination of employment shall be payable in full. The Executive shall be entitled to continued group hospitalization, health and related insurance for the first payment as provided in Section 4.2 or Section 4.3, as applicableperiods specified under COBRA and the Company shall pay any related premiums for a period of up to twelve months following such termination. (c) Any actual In the event that the Executive dies or constructive the Executive's employment hereunder terminates due to a Termination for Cause or the Executive terminates employment with the Company for reasons other than Permanent Disability or retirement pursuant to any retirement plan then maintained by the Company, earned but unpaid Base Salary as of the date of termination of the Executive’s employment which does not rise shall be payable in full to the level of a Termination of Employment Executive or his legal representative. However, no other payments shall not entitle the Executive to any of the payments be made, or benefits described in Section 4provided, by the Company under this Agreement except for benefits that have already become vested under the terms of employee benefit programs maintained by the Company or its affiliates for its employees and except as otherwise required by law. (d) If the Executive is a member For purposes of the Board of Directors and the Executive’s employment is terminated by the Employer or by the Executive pursuant to Section 4.1this Agreement, the Executive shall immediately resign from following terms have the Executive’s position on the Board(s) of Directors, effective no later than the date the Executive’s employment is terminated. (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 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. Payments (or portions thereof) that would be paid latest in time during the six-month period will be suspended first.meanings:

Effect of Termination of Employment. PRIOR TO END OF RETENTION --------------------------------------------------------------- PERIOD. In the event that a Change of Control occurs on or prior to June 30, ------ 2002: (a) Upon Executive’s Termination If the Employee voluntarily terminates employment prior to the end of Employment hereunder for any reasonthe Retention Period, the Employer Employee shall have no further obligations not be entitled 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 portion of the termination Retention Bonus and shall be obligated to return promptly all of such Retention Bonus to the Agreement and, if applicable, any payments set forth in Section 4.2 or Section 4.3, if applicableCompany. (b) Notwithstanding If the Corporation terminates the employment of the Employee for "cause" at any other provision of this Agreement time prior to the contrary, as a condition end of the Employer’s payment Retention Period, the Employee shall only be entitled to a prorated portion of any amount the Retention Bonus (based on the number of days during the Retention Period before Employee's termination divided by the total number of days in connection the Retention Period) and shall be obligated to return promptly the remainder (i.e., not including such prorated portion) of such Retention Bonus to the Company. For this purpose, "Cause" shall mean (i) the willful and continued failure of the Employee to perform substantially the Employee's duties with the Executive’s Termination Corporation or one of Employmentits affiliates (other than any such failure resulting from incapacity due to physical or mental illness), the Executive must execute within such period of time following Termination of Employment as which failure shall continue for ten days after a written demand for substantial performance is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance shall accrue from the date of the Executive’s Termination of Employment, with any accrued but unpaid severance being paid on the date of the first payment as provided in Section 4.2 or Section 4.3, as applicable. (c) Any actual or constructive termination of the Executive’s employment which does not rise delivered to the level of a Termination of Employment shall not entitle the Executive to any of the payments or benefits described in Section 4. (d) If the Executive is a member of Employee by the Board of Directors and of the Executive’s employment is terminated Corporation (the "Board") or the Chief Executive Officer of the Corporation which specifically identifies the manner in which the Board or Chief Executive Officer believes that the Employee has not substantially performed the Employee's duties, or (ii) the willful engaging by the Employer Employee in illegal conduct or by gross misconduct which is materially and demonstrably injurious to the Executive pursuant Corporation. For purposes of this provision, no act or failure to Section 4.1act, the Executive shall immediately resign from the Executive’s position on the Board(s) part of Directors, effective no later than the date the Executive’s employment is terminated. (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 EmploymentEmployee, shall be suspended and paid as soon as practicable following considered "willful" unless it is done, or omitted to be done, by the end Employee in bad faith or without reasonable belief that the Employee's action or omission was in the best interests of the six-month period following such effective date ifCorporation. Any act, immediately prior or failure to act, based upon authority given pursuant to a resolution duly adopted by the Executive’s Termination Board or upon the instructions of Employmentthe Chief Executive Officer or based upon the advice of counsel for the Corporation shall be conclusively presumed to be done, or omitted to be done, by the Employee in good faith and in the best interests of the Corporation. A determination of termination "for cause" may only be made by a unanimous vote of the full Board of Directors of the Corporation (excluding, if applicable, the Executive is determined to be a “specified employee” (within the meaning of Code Section 409A(a)(2)(B)(i)Employee) 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 acting in good faith at an actual meeting in person of such six-month period. Payments (or portions thereof) that would be paid latest in time during the six-month period will be suspended firstBoard.

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 Executive’s Termination If this Agreement is terminated pursuant to Section 4(a) or (b), Executive (or his estate) shall receive his base salary and benefits (as applicable) accrued through the end of Employment hereunder the calendar month in which such termination occurs and his annual base salary and benefits (as applicable) for any reason, the Employer shall have no further obligations 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, Executive (or his estate) shall receive a lump sum payment, within ten days of any such termination, equal to the Executive’s estate with respect to this Agreementmaximum bonus for which Executive was eligible in the year in which such termination occurs, except plus payment for his accrued but untaken vacation for the payment of any amount earned and owing under Section 3 through the effective date portion of the year in which such termination occurs. Notwithstanding the terms of the Agreement andStock Plan and the Performance Plan and any Options and Participation Grants awarded to Executive thereunder, if applicable, any payments set forth in Section 4.2 or Section 4.3, if applicableall such Options and Participation Grants outstanding immediately prior to such termination shall immediately become exercisable and fully vested. (b) Notwithstanding any other provision of If 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 within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided terminated pursuant to such releaseSection 4(c) a release or 4(g), Executive shall receive his base salary and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance shall accrue from benefits accrued through the date of such termination of employment (including his then vested Options and Participation Grants under the Executive’s Termination of Employment, with any accrued but unpaid severance being paid on Stock Plan and the date Performance Plan). Any unvested Options and Participation Grants under the terms of the first payment as provided in Section 4.2 or Section 4.3, as applicableStock Plan and the Performance Plan shall be forfeited. (c) Any actual or constructive termination If this Agreement is terminated pursuant to Section 4 (d), Executive shall receive (i) his base salary and benefits (as applicable) accrued through the end of the Executive’s employment calendar month in which does not rise such termination occurs, (ii) his base salary for a period of twenty-four (24) calendar months thereafter (according to the level same payroll practices that are in effect at the time of a Termination of Employment shall not entitle termination), and (iii) his benefits (as applicable) for the Executive to any remainder of the payments Initial Period or benefits described 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 Section 4which 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 immediately prior to such termination shall immediately become exercisable and fully vested. (d) If the Executive is a member of the Board of Directors and the Executive’s employment this Agreement is terminated by the Employer or by the Executive pursuant to Section 4.14(e), the Executive shall immediately resign from the Executive’s position on the Board(sreceive his base salary and benefits (as applicable) for a period of Directors, effective no later than twelve (12) calendar months after the date of such termination (according to the Executive’s employment 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 Performance Plan shall be forfeited, except that, if this Agreement is terminatedterminated pursuant to Section 4(e) within one (1) year following a Change of Control, all unvested Options and Participation Grants under the terms of the Stock Plan and the Performance Plan outstanding immediately prior to such termination shall immediately become exercisable and fully vested. (e) Notwithstanding any provision If this Agreement is terminated pursuant to Section 4(f), Executive shall receive his base salary for the remainder of the 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 three times his then current annual base salary, plus three times the maximum bonus for which Executive was eligible in the Agreement 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 contrary, terms of the Stock Plan and the agreements pursuant to the extent necessary which they were issued. (g) If Executive accepts alternative employment at any time during which payments are being made and/or benefits are being provided to avoid the imposition of tax on the Executive under Code Section 409A5(c) or 5(d), any payments that are 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 to the Executive within the first six (6) months following thereunder from and after the effective date of Termination of Employment, shall be suspended such alternative employment and paid as soon as practicable following the end of the six-month period following such effective date if, immediately prior to the (ii) if Executive’s Termination of Employmentnew employer provides group medical, dental and/or life insurance coverages, the Executive is determined Company’s obligation to be a “specified employee” (within provide such coverages hereunder shall cease upon the meaning effectiveness 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. Payments (or portions thereof) that would be paid latest in time during the six-month period will be suspended firsthis new coverages.

Effect of Termination of Employment. The Option shall terminate and may no longer be exercised if a Participant ceases to be employed by the Company or an affiliate of the Company, except that: (a) Upon ExecutiveIf the Company or an affiliate of the Company terminates a Participant’s Termination employment for “Cause” (as defined below), Participant may exercise the Option at any time within 30 days following the date of Employment hereunder for any reason, the Employer shall have no further obligations such termination of employment to the Executive or extent that the Executive’s estate with respect to Option was exercisable by Participant on the date such termination. For purposes of this Agreement, except for Cause shall mean: (i) the payment of any amount earned willful and owing under Section 3 through continued failure by Participant to substantially perform Participant’s duties with the effective date Company or an affiliate of the termination Company (other than any such failure resulting from Participant’s incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to Participant specifically identifying the manner in which Participant has not substantially performed Participant’s duties; (ii) the engaging by Participant in willful misconduct which is demonstrably injurious to the Company or an affiliate of the Agreement and, if applicable, any payments set forth in Section 4.2 Company monetarily or Section 4.3, if applicableotherwise; or (iii) the conviction of Participant of a felony. (b) Notwithstanding If the Company or an affiliate of the Company terminates Participant’s employment for any reason other provision than by reason of: Cause, “Disability” (as defined below), “Retirement” (as defined below) or death, Participant may exercise the Option at any time within one (1) year after such termination of this Agreement employment to the contrary, as a condition of extent that the Employer’s payment of any amount in connection with the Executive’s Termination of Employment, the Executive must execute within such period of time following Termination of Employment as is permitted Option was exercisable by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance shall accrue from the date of the Executive’s Termination of Employment, with any accrued but unpaid severance being paid Participant on the date of such termination, but not after the first payment as provided in Section 4.2 expiration of the term of the Option or, if earlier, the date specified for the distribution of benefits under the Plan. If Participant is employed by an affiliate of the Company, Participant shall be deemed to be terminated from employment if such affiliate ceases to be an affiliate of the company and Participant does not immediately thereafter become an employee of the Company or Section 4.3other affiliate of the Company. Temporary absences from employment because of illness, as applicablevacation or leave of absence and transfers among the Company and its affiliates shall not be considered a termination of employment. (c) Any actual or constructive termination of the Executive’s employment which 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. (d) If the Executive is a member of the Board of Directors and the ExecutiveParticipant’s employment is terminated by reason of “Disability” or “Retirement” (each as defined below), Participant may exercise the Employer or by the Executive pursuant to Section 4.1, the Executive shall immediately resign from the Executive’s position on the Board(sOption at any time within five (5) years after such termination of Directors, effective no later than the date the Executive’s employment is terminated. (e) Notwithstanding any provision in the Agreement to the contrary, to the extent necessary to avoid that the imposition of tax Option was exercisable by participant on the Executive date of such termination, but not after the expiration of the term of the Option or, if earlier, the date specified for the distribution of benefits under Code Section 409Athe Plan. If Participant shall die following any such termination, the Option may be exercised at any payments that are otherwise payable time within one (1) year after the date of Participant’s death by the personal representatives or administrators of Participant or by any person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the Executive within condition that the first six (6) months following Option shall not be exercisable after the effective date of Termination of Employment, shall be suspended and paid as soon as practicable following the end expiration of the six-month period following such effective date ifterm of the Option or, immediately prior to the Executive’s Termination of Employmentif earlier, the Executive is determined to be a “date specified employee” (within for the meaning distribution of Code Section 409A(a)(2)(B)(i)) of benefits under 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. Payments (or portions thereof) that would be paid latest in time during the six-month period will be suspended firstPlan.

Effect of Termination of Employment. (a) Upon Executive’s Termination If you cease to be employed by the Company or an Affiliate, any portion of Employment hereunder the Option that was not vested on the date of your termination of employment shall be forfeited and any portion of the Option that was vested on the date of your termination of employment may be exercised until the earlier of (x) the Expiration Date and (y) the date that is three months after the date of your termination of employment. Notwithstanding the foregoing, the Option shall vest subject to the terms and conditions of this Agreement including the clawback and forfeiture provisions under Section 5 and Section 6 below:1 (i) If, within two years after the date of a consummation of a Change in Control that occurs after the Grant Date, the Company terminates your employment for any reason, reason other than for Cause (using 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 Agreement and, if applicable, any payments standard definition set forth in Section 4.2 2.8 of the Plan), death or Disability, or you terminate employment for Good Reason, the Option shall become immediately exercisable in full and the Option shall expire on the earlier of (x) the Expiration Date and (y) the date that is five years after the date of your termination of employment. (ii) [If the Company or an Affiliate terminates your employment involuntarily and not for Cause (using the standard definition set forth in Section 4.32.8 of the Plan), if applicablethen (A) any portion of the Option that has not vested as of the date of your termination of employment shall vest on a pro rata basis and become immediately exercisable, based on the number of full months of employment completed from the Grant Date to the date of your termination of employment divided by the number of full months in the vesting period for any unvested portion of the Option, (B) any portion of the Option that has not vested pursuant to the foregoing provisions shall be forfeited and (C) any portion of the Option that has vested (including any portion of the Option that has vested pursuant to the foregoing provisions) may be exercised until the earlier of (x) the Expiration Date and (y) the date that is five years after the date of your termination of employment;] (iii) [If you have attained at least age 55 and your age and service with the Company or an Affiliate (pursuant to the method for crediting service under the Xxxxxx Savings Plan) is equal to or greater than 75 at the time you Retire (as defined in Section 4(c) below) (“Normal Retirement”), the Option shall become immediately exercisable in full and may be exercised until the Expiration Date;] (iv) [If you Retire (as defined in Section 4(c) below) on or after age 55 with ten years of service with the Company or an Affiliate (pursuant to the method for crediting service under the Xxxxxx Savings plan) but before Normal Retirement (“Early Retirement”), then (A) any portion of the Option that has not vested as of the date of your Early Retirement shall vest on a pro rata basis and become immediately exercisable, based on the number of full months of employment completed from the Grant Date to the date of your Early Retirement divided by the number of full months in the vesting period for any unvested portion of the Option, (B) any portion of the Option that has not vested pursuant 1 Note to Draft: The CEO has the flexibility, in his sole discretion, to include or exclude the provision in Section 4(a)(ii). The intent is for the retirement provisions in Sections 4(a)(iii) and (iv) to be included in annual grants and to have the flexibility to include or exclude these provisions in off-cycle grants. to the foregoing provisions shall be forfeited and (C) any portion of the Option that has vested (including any portion of the Option that has vested pursuant to the foregoing provisions) may be exercised until the earlier of (x) the Expiration Date and (y) the date that is five years after the date of your Early Retirement;] (v) If you terminate employment with the Company or an Affiliate due to death, the Option shall become immediately exercisable in full and may be exercised until the earlier of (x) the Expiration Date and (y) the date that is five years after the date of your death. The Option may be exercised only by the administrators of your estate; or (vi) If you terminate employment with the Company or an Affiliate on account of becoming Disabled (as defined below) while employed by the Company or an Affiliate, the Option shall become immediately exercisable in full as of the Disability Date (as defined below) and may be exercised until the earlier of (x) the Expiration Date and (y) the date that is five years after the date you are determined to be Disabled (the “Disability Date”). The Option may be exercised by your personal representative. For purposes of this Agreement, “Disabled” or “Disability” means (i) being treated as disabled under the applicable plan of long-term disability of the Company or an Affiliate; (ii) becoming eligible for disability benefits under the Social Security Act; or (iii) the Company, in its sole discretion, determines you to be “Disabled” for purposes of this Agreement. (b) Notwithstanding any other provision For purposes of this Agreement to the contraryAgreement, as a condition of the Employer’s payment of any amount in connection with the Executive’s Termination of Employment, the Executive must execute within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.Good Reason” Any payments of severance shall accrue from the date of the Executive’s Termination of Employment, with any accrued but unpaid severance being paid on the date of the first payment as provided in Section 4.2 or Section 4.3, as applicable. (c) Any actual or constructive termination of the Executive’s employment which 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. (d) If the Executive is a member of the Board of Directors and the Executive’s employment is terminated by the Employer or by the Executive pursuant to Section 4.1, the Executive shall immediately resign from the Executive’s position on the Board(s) of Directors, effective no later than the date the Executive’s employment is terminated. (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 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. Payments (or portions thereof) that would be paid latest in time during the six-month period will be suspended first.means:

Effect of Termination of Employment. (a) Upon Executive’s Termination of Employment hereunder for any reason, the Employer shall have no further obligations to the Executive or the Executive’s estate with respect to this Agreement, except for (i) the payment of any amount earned and owing under this Agreement; (ii) the reimbursement of any expenses under Section 3 through 3.4; and (iii) the effective date of the termination of the Agreement and, if applicable, any payments set forth in Section 4.2 or Section 4.34.3 (but not both such sections), if applicable. (b) 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, prior to the expiration of the Severance Delay Period the Executive must execute within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any all revocation period provided periods must expire pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any provided by the Employer, which form shall be reasonable and consistent with customary practices in the banking industry. All payments of severance pursuant to this Agreement shall accrue from the date of the Executive’s Termination of EmploymentEmployment and, notwithstanding the timing provisions under Section 4.2 or Section 4.3, shall be made or commence on the first business day following the last day of the Severance Delay Period, with any accrued but unpaid severance payments being paid on the date of the first payment as provided in Section 4.2 or Section 4.3, as applicablepayment. (c) Any actual or constructive termination of the Executive’s employment which 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. (d) If the Executive is a member of the Board of Directors of either the Company or the Bank and the Executive’s employment is terminated by the Employer or by the Executive pursuant to Section 4.1, the Executive shall immediately resign from the Executive’s position her position(s) on the Board(s) of DirectorsDirectors of the Company and the Bank, effective no later than as of the date her employment is terminated. In such event, the Employer shall promptly pay, or shall cause to be paid, any unpaid fees or expenses for the Executive’s employment is terminatedservice on the Board(s) of Directors of Employer. (e) Notwithstanding any provision anything contained in the this Agreement to the contrary, to the extent necessary to avoid the imposition of tax on the Executive under Code Section 409A, any no 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 made pursuant to Section 4 or any other provision herein in contravention of the six-month period following such effective date if, immediately prior to the Executive’s Termination requirements of Employment, the Executive is determined to be a “specified employee” (within the meaning of Code Section 409A(a)(2)(B)(i)18(k) of the Employer Federal Deposit Insurance Act (or any related “service recipient” within the meaning of Code Section 409A and the regulations thereunderFDIA”) (12 U.S.C. 1828(k). 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. 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. (ai) Upon Except as otherwise provided in Section 6(f)(ii) below, upon the termination of the Executive’s Termination of Employment 's employment hereunder for any reasonreason whatsoever prior to the expiration of the Employment Period, neither the Employer Executive nor his beneficiaries or estate shall have no any further obligations rights or claims against the Company or any of its subsidiaries or affiliates under this Agreement except to the Executive or the Executive’s estate with respect to this Agreement, except for the payment of receive any amount earned and owing under unpaid portion of the Base Salary and any earned and unpaid portion of a declared bonus provided for in Section 3 5(b), plus a cash payment for all accrued and unused vacation time through the effective date of such termination, and shall be entitled to exercise all options vested as provided for in this Agreement. (ii) Anything contained in this Agreement to the contrary notwithstanding, upon the termination of the Agreement andExecutive's employment hereunder prior to the Scheduled Termination Date pursuant to a Termination Without Cause or a Termination by the Executive for Good Reason, if applicablethe Executive shall have the right, any payments set forth in addition to the rights provided for in Section 4.2 or 6(f)(i) above, to receive (i) twelve months severance (payable in such installments as the Base Salary was being paid immediately prior to such termination pursuant to Section 4.35(a)) equal to the then current Base Salary and (ii) all options granted hereunder (including the 1999 Options and the Non-Qualified Options) shall vest and Executive shall have 12 months (unless with respect to the 1999 Options, if applicablethe Option Plan shall require a shorter period) thereafter to exercise such options. (biii) Notwithstanding any other provision of this Agreement to Upon 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 within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance shall accrue from the date of the Executive’s Termination of Employment, with any accrued but unpaid severance being paid on the date of the first payment as provided in Section 4.2 or Section 4.3, as applicable. (c) Any actual or constructive termination of the Executive’s 's employment which does not rise hereunder prior to the level of Scheduled Termination Date pursuant to a Termination of Employment shall not entitle the Executive to any of the payments or benefits described in Section 4. (d) If the Executive is a member of the Board of Directors and the Executive’s employment is terminated by the Employer or by the Executive pursuant to Section 4.1for Cause, the Executive shall immediately resign from the Executive’s position on the Board(s) of Directors, effective no later than be entitled to receive his Base Salary pro rata to the date of his Termination for Cause plus any declared but unpaid bonus and shall be entitled to exercise all options vested as of the Executive’s employment is terminatedtime of termination for 30 days. (eiv) Notwithstanding In the event of any provision in the Agreement to the contrary, to the extent necessary to avoid the imposition termination of tax on employment of the Executive under Code Section 409A, any payments that are otherwise payable to the Executive within the first six (6described in Sections 6(a) 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 if, immediately prior to the Executive’s Termination of Employmentthrough 6(e), the Executive is determined shall only be entitled to be a “specified employee” (within receive his pro rata portion of any Relocation Payment to 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 date of such six-month period. Payments (or portions thereof) that would be paid latest in time during the six-month period will be suspended firsttermination of employment event.

Effect of Termination of Employment. (ai) Upon Executive’s Termination of Employment hereunder for any reason, 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 Agreement and, if applicable, any payments set forth in Section 4.2 or Section 4.3, if applicable. (b) 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 within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance shall accrue from the date of the Executive’s Termination of Employment, with any accrued but unpaid severance being paid on the date of the first payment Except as provided in Section 4.2 3(b)(ii), 3(b)(iii), and 3(d), upon your termination of employment with your Employer for any reason all Restricted Stock Units shall immediately be forfeited (to the extent not previously vested or Section 4.3, forfeited as applicableprovided herein). (cii) Any actual or constructive Upon your termination of employment with your Employer as a result of your death or Disability, the Executive’s Restricted Stock Units shall immediately vest, and the Shares shall be issuable in full without restrictions on transferability, upon such termination of employment which does not rise (to the level of a Termination of Employment shall extent not entitle the Executive to any of the payments previously vested or benefits described in Section 4forfeited as provided herein). (diii) If the Executive is Upon your termination of employment by your Employer in a member manner that makes you eligible for severance compensation or benefits, you will receive continued vesting of the Board Restricted Stock Units scheduled to vest on each of Directors the Scheduled Vesting Dates as if a termination of employment had not occurred subject to (A) your execution of a separation agreement and/or general release of claims within a period of time as required by Capital One or your Employer (in a form as prescribed by Capital One or your Employer, a “Release”), (B) such Release becoming effective and irrevocable in accordance with its terms and (C) your continued compliance with the Executive’s employment is terminated by the Employer or by the Executive pursuant to Section 4.1, the Executive shall immediately resign from the Executive’s position on the Board(s) terms of Directors, effective no later than the date the Executive’s employment is terminated. (e) Notwithstanding any provision in the Agreement to the contrary, to such Release through each Scheduled Vesting Date. 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 if, immediately a Scheduled Vesting Date occurs 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)) expiration of the period of time Capital One or your Employer (or any related “service recipient” within provides you to sign the meaning of Code Section 409A and the regulations thereunder). Any payments suspended by operation Release, you shall be entitled to vesting of the foregoing sentence applicable portion of your Restricted Stock Units on such Scheduled Vesting Date even if you have not yet executed the Release. For avoidance of doubt, such continued vesting shall immediately cease (and any then-unvested Restricted Stock Units shall be paid as a lump sum within thirty (30immediately forfeited) days following in the end event that you violate the terms and conditions of such six-month periodthe Release. Payments (or portions thereof) that would be paid latest in time during the six-month period For purposes of this Section 3(b)(iv), you will be suspended firstconsidered to have experienced a termination of employment by your Employer in a manner that makes you eligible for severance compensation or benefits if (X) you are a U.S. associate and you are eligible to receive benefits under any applicable U.S. Capital One severance plan in place at the time of your termination of employment, (Y) you are a U.K. associate and experience a termination by mutual agreement or redundancy, or (Z) you are a Canadian associate and experience an involuntary termination of employment that qualifies for severance payments under local law.

Effect of Termination of Employment. (a) Upon Executive’s Termination of Employment hereunder for any reason, 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 this Agreement and, if applicable, any payments and payment set forth in Section 4.2 or Section 4.3, if applicable. (b) 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 within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any provided by the Employer. All payments of severance shall accrue from the date of the Executive’s Termination of Employment and, notwithstanding the timing provisions under Sections 4.2 and 4.3, shall be made or commence on the sixtieth (60th) day following the Executive’s Termination of Employment, with any accrued but unpaid severance being paid on the date of the first payment as provided in Section 4.2 or Section 4.3, as applicablepayment. (c) Any actual or constructive termination of the Executive’s employment which 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. (d) If the Executive is a member of the Board of Directors and the Executive’s employment is terminated by the Employer or by the Executive pursuant to Section 4.1, the Executive shall immediately resign from the Executive’s position on the Board(s) of Directors, effective no later than the date the Executive’s employment is terminated. (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 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. Payments (or portions thereof) that would be paid latest in time during the six-month period will be suspended first. (d) Any purported termination of the Executive’s employment which 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) If the Executive is a member of the Board of Directors of either the Company or the Bank and the Executive’s employment is terminated by the Employer or by the Executive pursuant to Section 4.1, the Executive shall immediately resign from the Executive’s position(s) on the Board(s) of Directors, effective as of the date the Executive’s employment is terminated. (f) Notwithstanding anything contained in this Agreement to the contrary, no payments shall be made pursuant to Section 4 or any other provision herein in contravention of the requirements of Section 2[18(k)] of the Federal Deposit Insurance Act (12 U.S.C. 1828(k)).

Effect of Termination of Employment. (ai) Upon Executive’s Termination Except as provided in Section 3(b)(ii), 3(b)(iii), 3(b)(iv) and 3(d), upon your termination of Employment hereunder employment with Capital One for any reason, the Employer all shares of Restricted Stock shall have no further obligations immediately be forfeited (to the Executive extent not previously vested or forfeited as provided herein). (ii) Upon your termination of employment with Capital One as a result of your death or Disability, all of the Executive’s estate shares of the Restricted Stock shall immediately vest and become transferable and all restrictions thereon shall lapse upon such termination of employment (to the extent not previously vested or forfeited as provided herein). (iii) Upon your termination of employment with respect Capital One as a result of Retirement, the Restricted Stock shall continue to vest on the Scheduled Vesting Dates (to the extent not previously vested or forfeited as provided herein) and remain subject to reduction pursuant to Section 14. (iv) Upon your termination of employment by Capital One not for Cause, the Restricted Stock shall continue to vest on the Scheduled Vesting Dates (to the extent not previously vested or forfeited as provided herein) and remain subject to reduction pursuant to Section 14; provided that you comply with all terms of the Non-Competition Agreement between you and Capital One (the “Non-Competition Agreement”). For the avoidance of doubt, if you do not comply with all terms of your Non-Competition Agreement following your termination of employment by Capital One not for Cause, then all shares of Restricted Stock shall immediately be forfeited (to the extent not previously vested or forfeited as provided herein). For the purposes of this Agreement, except “Cause” shall be defined as the willful and continued failure by you to perform substantially your duties with the Company or any affiliated company (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to you by the Capital One Board of Directors (the “Board”), the Committee, or the Chief Executive Officer of the Company that specifically identifies the manner in which the Board, the Committee or the Chief Executive Officer of the Company believes that you have not substantially performed your duties, or the willful engaging by you in illegal conduct or gross misconduct that in either case is materially and demonstrably injurious to the Company. For purposes of this Section 3, no act, or failure to act, on your part shall be considered “willful” unless it is done, or omitted to be done, by you in bad faith or without reasonable belief that your action or omission was in the best interests of the Company. Any act, or failure to act, based upon (A) authority given pursuant to a resolution duly adopted by the Board, or if the Company is not the ultimate parent corporation of the affiliated companies and is not publicly-traded, the board of directors of the ultimate parent of the Company (the “Applicable Board”), (B) the instructions of the Chief Executive Officer of the Company (unless you are the Chief Executive Officer at the time of any such instruction) or (C) the advice of counsel for the payment of any amount earned Company shall be conclusively presumed to be done, or omitted to be done, by you in good faith and owing under Section 3 through in the effective date best interests of the termination Company. The cessation of your employment shall not be deemed to be for Cause unless and until there shall have been delivered to you a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Agreement andentire membership of the Applicable Board (excluding you, if applicable, any payments set forth in Section 4.2 or Section 4.3, if applicable. (b) 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 within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance shall accrue from the date of the Executive’s Termination of Employment, with any accrued but unpaid severance being paid on the date of the first payment as provided in Section 4.2 or Section 4.3, as applicable. (c) Any actual or constructive termination of the Executive’s employment which 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. (d) If the Executive is you are a member of the Applicable Board) at a meeting of the Applicable Board of Directors called and held for such purpose (after reasonable notice is provided to you and you are given an opportunity, together with your counsel, to be heard before the Executive’s employment is terminated by the Employer or by the Executive pursuant to Section 4.1Applicable Board), the Executive shall immediately resign from the Executive’s position on the Board(s) of Directorsfinding that, effective no later than the date the Executive’s employment is terminated. (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 good faith opinion of the six-month period following such effective date ifApplicable Board, 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)) you are guilty of the Employer (or any related “service recipient” within conduct described in this Section 3, and specifying 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. Payments (or portions thereof) that would be paid latest particulars thereof in time during the six-month period will be suspended firstdetail.

Effect of Termination of Employment. (ai) Upon Executive’s Termination of Employment hereunder for any reason, 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 Agreement and, if applicable, any payments set forth in Section 4.2 or Section 4.3, if applicable. (b) 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 within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance shall accrue from the date of the Executive’s Termination of Employment, with any accrued but unpaid severance being paid on the date of the first payment Except as provided in Section 4.2 3(b)(ii), 3(b)(iii), 3(b)(iv) and 3(d), upon your termination of employment with Capital One for any reason all Restricted Stock Units shall immediately be forfeited (to the extent not previously vested or Section 4.3, forfeited as applicableprovided herein). (cii) Any actual or constructive Upon your termination of employment with Capital One as a result of your death or Disability, the Executive’s Restricted Stock Units shall immediately vest, and the Shares shall be issuable in full without restrictions on transferability upon such termination of employment which does not rise (to the level of a Termination of Employment shall extent not entitle the Executive to any of the payments previously vested or benefits described in Section 4forfeited as provided herein). (diii) If Upon your termination of employment with Capital One as a result of Retirement, the Executive is a member of Restricted Stock Units shall continue to vest on the Board of Directors Scheduled Vesting Dates (to the extent not previously vested or forfeited as provided herein) and the Executive’s employment is terminated by the Employer or by the Executive remain subject to reduction pursuant to Section 4.1, the Executive shall immediately resign from the Executive’s position on the Board(s13(a) of Directors, effective no later than the date the Executive’s employment is terminatedand 13(b). (eiv) Notwithstanding any provision Subject to Section 3(b)(v), upon termination of your employment by Capital One not for Cause, you will receive continued vesting of the Restricted Stock Units scheduled to vest on each of the Scheduled Vesting Dates as if a termination of employment had not occurred subject to (A) your execution of a separation agreement and/or general release of claims within a period of time as required by Capital One (in a form as prescribed by Capital One, a “Release”), (B) such Release becoming effective and irrevocable in accordance with its terms and (C) your continued compliance with the Agreement to the contrary, to terms of such Release through each Scheduled Vesting Date. 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 if, immediately a Scheduled Vesting Date occurs 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)) expiration of the Employer period of time Capital One provides you to sign the Release, you shall be entitled to vesting of the applicable portion of your Restricted Stock Units on such Scheduled Vesting Date even if you have not yet executed the Release. For avoidance of doubt, such continued vesting shall remain subject to reduction pursuant to Section 13(a) and 13(b) and shall immediately cease (and any then-unvested Restricted Stock Units shall be immediately forfeited) in the event that you violate the terms and conditions of the Release. (v) Your right to continued vesting pursuant to Section 3(b)(iv) is expressly conditioned on your compliance with any and all restrictive covenant agreements or any related provisions to which you are a party with Capital One including, but not limited to, those with respect to non-competition, confidentiality and work product, non-solicitation of employees/no hire of employees, non-solicitation of customers, and garden transition period or leave (collectively, “service recipient” within the meaning of Code Section 409A and the regulations thereunderRestrictive Covenant Agreements”). Any payments suspended You understand and agree that any actual or threatened action by operation you in violation of any Restrictive Covenant Agreements shall forfeit your right to continued post-employment vesting as of the foregoing sentence shall be paid as a lump sum within thirty (30) days following the end date of such six-month periodactual or threatened action by you in violation of such Restrictive Covenant Agreement. Payments (You further understand and agree that any forfeiture of continued vesting rights under this Agreement, or portions waiver thereof) that would be paid latest in time during , shall not limit Capital One’s rights to pursue any and all legal and equitable remedies and damages available for your breach of the six-month period will be suspended firstRestrictive Covenant Agreements under the terms of such agreements and applicable law, including but not limited to, injunctive relief, monetary damages, costs and fees.

Effect of Termination of Employment. (a) Upon Executive’s Termination If you cease to be employed by the Company or an Affiliate, any portion of Employment hereunder the Option that was not vested on the date of your termination of employment shall be forfeited and any portion of the Option that was vested on the date of your termination of employment may be exercised until the earlier of (x) the Expiration Date and (y) the date that is three months after the date of your termination of employment. Notwithstanding the foregoing, the Option shall vest subject to the terms and conditions of this Agreement including the clawback and forfeiture provisions under Section 5 and Section 6 below: (i) If, within two years after the date of a consummation of a Change in Control that occurs after the Grant Date, the Company terminates your employment for any reason, reason other than for Cause (using 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 Agreement and, if applicable, any payments standard definition set forth in Section 4.2 2.8 of the Plan), death or Disability, or you terminate employment for Good Reason, the Option shall become immediately exercisable in full and the Option shall expire on the earlier of (x) the Expiration Date and (y) the date that is five years after the date of your termination of employment. (ii) If the Company or an Affiliate terminates your employment involuntarily and not for Cause (using the standard definition set forth in Section 4.32.8 of the Plan), and your combined age and years of service with the Company or an Affiliate (pursuant to the method for crediting service under the Xxxxxx Savings plan) equal at least 70, then (A) any portion of the Option that has not vested as of the date of your termination of employment shall vest on a pro rata basis and become immediately exercisable, based on the number of full months of employment completed from the Grant Date to the date of your termination of employment divided by the number of full months in the vesting period for any unvested portion of the Option, (B) any portion of the Option that has not vested pursuant to the foregoing provisions shall be forfeited and (C) any portion of the Option that has vested (including any portion of the Option that has vested pursuant to the foregoing provisions) may be exercised until the earlier of (x) the Expiration Date and (y) the date that is five years after the date of your termination of employment; (iii) If you Retire (as defined in Section 4(c) below) on or after age 60 with ten years of service with the Company or an Affiliate (pursuant to the method for crediting service under the Xxxxxx Savings plan) (“Normal Retirement”), (A) any portion of the Option that has not vested as of the date of Retirement shall continue to vest as if applicableyou had remained employed with the Company so long as you comply with the restrictive covenants set forth in Section 5 below, and (B) any portion of the Option that has vested (including any portion of the Option that has vested pursuant to clause (A) above) may be exercised until the Expiration Date; (iv) If you Retire (as defined in Section 4(c) below) on or after age 55 with ten years of service with the Company or an Affiliate (pursuant to the method for crediting service under the Xxxxxx Savings plan) but before Normal Retirement (“Early Retirement”), then (A) any portion of the Option that has not vested as of the date of your Early Retirement shall vest on a pro rata basis and become immediately exercisable, based on the number of full months of employment completed from the Grant Date to the date of your Early Retirement divided by the number of full months in the vesting period for any unvested portion of the Option, (B) any portion of the Option that has not vested pursuant to the foregoing provisions shall be forfeited and (C) any portion of the Option that has vested (including any portion of the Option that has vested pursuant to the foregoing provisions) may be exercised until the earlier of (x) the Expiration Date and (y) the date that is five years after the date of your Early Retirement; (v) If you terminate employment with the Company or an Affiliate due to death, the Option shall become immediately exercisable in full and may be exercised until the earlier of (x) the Expiration Date and (y) the date that is five years after the date of your death. The Option may be exercised by your personal representative or the administrators of your estate or by any Person or Persons to whom the Option has been transferred by will or the Applicable Laws of descent and distribution; or (vi) If you terminate employment with the Company or an Affiliate on account of becoming Disabled (as defined below) while employed by the Company or an Affiliate, the Option shall become immediately exercisable in full as of the Disability Date (as defined below) and may be exercised until the earlier of (x) the Expiration Date and (y) the date that is five years after the date you are determined to be Disabled (the “Disability Date”). The Option may be exercised by your personal representative. For purposes of this Agreement, “Disabled” or “Disability” means (i) being treated as disabled under the applicable plan of long-term disability of the Company or an Affiliate; (ii) becoming eligible for disability benefits under the Social Security Act; or (iii) the Company, in its sole discretion, determines you to be “Disabled” for purposes of this Agreement. (b) Notwithstanding any other provision For purposes of this Agreement to the contraryAgreement, as a condition of the Employer’s payment of any amount in connection with the Executive’s Termination of Employment, the Executive must execute within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.Good Reason” Any payments of severance shall accrue from the date of the Executive’s Termination of Employment, with any accrued but unpaid severance being paid on the date of the first payment as provided in Section 4.2 or Section 4.3, as applicable. (c) Any actual or constructive termination of the Executive’s employment which 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. (d) If the Executive is a member of the Board of Directors and the Executive’s employment is terminated by the Employer or by the Executive pursuant to Section 4.1, the Executive shall immediately resign from the Executive’s position on the Board(s) of Directors, effective no later than the date the Executive’s employment is terminated. (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 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. Payments (or portions thereof) that would be paid latest in time during the six-month period will be suspended first.means:

Effect of Termination of Employment. (a) Upon the termination of the Executive’s Termination of Employment hereunder 's employment for any reasonCause, neither the Employer Executive nor the Executive's beneficiaries or estate shall have no any further obligations rights to compensation under this Agreement or any claims against the Executive or the Executive’s estate with respect to Company arising out of this Agreement, except the right to receive (i) the unpaid portion of the Base Salary provided for the payment of any amount in Section 4.1, earned and owing under Section 3 through the effective date of Termination Date (the termination of "Unpaid Salary Amount"), and (ii) reimbursement for any expenses for which the Agreement andExecutive shall not have theretofore been reimbursed, if applicable, any payments set forth as provided in Section 4.2 or Section 4.3, if applicable4.3 (the "Expense Reimbursement Amount"). All options granted to the Executive shall terminate on the Termination Date. (b) Notwithstanding any other provision of this Agreement to Upon 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 within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance shall accrue from the date termination of the Executive’s 's employment as a result of a Disability, neither the Executive nor the Executive's beneficiaries or estate shall have any further rights to compensation under this Agreement or any claims against the Company arising out of this Agreement, except the right to receive (i) the Unpaid Salary Amount, (ii) the Expense Reimbursement Amount and (iii) accrued and unpaid amounts owed to the Executive under Section 4.2 hereof through the Termination of EmploymentDate, with any accrued but unpaid severance being paid on including a pro-rata entitlement to such amounts equal to the date award to which the Executive would have been entitled at the end of the first payment as provided in Section 4.2 or Section 4.3applicable fiscal period pro-rated for the period of the Executive's employment during such fiscal period (collectively, as applicablethe "Additional Payments"). (c) Any actual or constructive Upon the termination of the Executive’s 's employment which does without Cause and not rise to the level as a result of a Termination of Employment shall not entitle Disability, neither the Executive to any of the payments or benefits described in Section 4. (d) If the Executive is a member of the Board of Directors and nor the Executive’s employment is terminated by 's beneficiaries or estate shall have any further rights to compensation under this Agreement or any claims against the Employer or by the Executive pursuant to Section 4.1Company arising out of this Agreement, except the Executive shall immediately resign from have the Executive’s position on right to (i) receive the Board(sUnpaid Salary Amount, (ii) of Directorsreceive the Expense Reimbursement Amount, effective no later than the date the Executive’s employment is terminated. (eiii) 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) use office space during normal business hours for 6 months following the effective date of Termination termination, and (iv) to clear trades through the Company's clearing firm, the cost and expense of Employment, which shall be suspended and paid as soon as practicable following the end of the six-month period following such effective date if, immediately prior to the borne solely by 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. 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 Executive8.1 In the event Employee’s Termination employment with the Company terminates, Employee shall have no right to receive any compensation, benefits or any other payments or remuneration of Employment hereunder any kind from the Company, except as set forth below. In the event Employee’s employment with the Company is terminated for any reason, Employee shall receive the Employer shall have no further obligations to the Executive or the Executivefollowing: (i) Employee’s estate with respect to this Agreement, except for the payment of any amount earned Base Salary through and owing under Section 3 through including the effective date of the Employee’s termination of employment (the Agreement and“Termination Date”), if applicable, any payments set forth in Section 4.2 or Section 4.3, if applicable. (b) Notwithstanding any other provision of this Agreement to which shall be paid on the contrary, as a condition first regularly scheduled payroll date of the Employer’s Company following the Termination Date or on or before any earlier date as required by applicable law; (ii) payment for accrued unused vacation pay, which shall also be paid on the first regularly scheduled payroll date of the Company following the Termination Date or on or before any earlier date as required by applicable law; (iii) payment of any amount vested benefit due and owing under any employee benefit plan, policy or program pursuant to the terms of such plan, policy or program; (iv) payment for unreimbursed business expenses subject to, and in connection with the Executive’s Termination of Employmentaccordance with, the Executive must execute within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance shall accrue from the date terms of the ExecutiveCompany’s Termination business expense reimbursement policy, which payment shall be made within thirty (30) days after Employee submits the applicable supporting documentation to the Company, and in any event no later than on or before the last day of EmploymentEmployee’s taxable year following the year in which the expense was incurred (together, with any accrued but unpaid severance being paid on the date of the first payment as provided in Section 4.2 or Section 4.3, as applicable“Accrued Obligations”). (c) Any actual or constructive termination of the Executive’s employment which 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. (d) If the Executive is a member of the Board of Directors and the Executive8.2 In addition, if Employee’s employment is terminated by the Employer or Company without Cause, then in consideration for, and subject to, Employee’s delivery to the Company of an executed waiver and release of claims in a form approved by the Executive pursuant Company (the “Release”) that becomes effective and irrevocable in accordance with Section 13.6 below , and Employee’s continued compliance with Employee’s post-termination obligations described in Sections 9 and 10 or in any other written agreement between Employee and the Company, in addition to Section 4.1the Accrued Obligations, the Executive shall immediately resign from the Executive’s position on the Board(s) of Directors, effective no later than the date the Executive’s employment is terminated. (e) Notwithstanding any provision Employee will receive severance payments in the Agreement to the contrary, to the extent necessary to avoid the imposition form of tax on the Executive under Code Section 409A, any payments that are otherwise payable to the Executive within the first salary continuation of Employee’s then-existing Base Salary for a period of six (6) months months, payable, less applicable withholdings and deductions, in regular installments in accordance with the Company’s normal payroll practices with the first of such installments to commence on the first regular payroll date following the date the Release becomes effective date of Termination of Employment, shall be suspended and paid as soon as practicable following irrevocable (the end of the six-month period following such effective date 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)(iSeverance Payments”)) 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. 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 Executive’s If a Participant incurs a Termination of Employment hereunder Employment, for any reason, the Employer shall have no further obligations prior to the Executive or Expiration Date, the Executive’s estate with respect to this AgreementOption, except for if not vested and exercisable on the payment of any amount earned and owing under Section 3 through the effective date of the termination of the Agreement and, if applicable, any payments set forth in Section 4.2 or Section 4.3, if applicable. (b) 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 within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during or any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance shall accrue from the date portion of the Executive’s Termination of Employment, with any accrued but unpaid severance being paid Option that is not vested and exercisable on the date of the first payment as provided in Section 4.2 or Section 4.3, as applicable. (c) Any actual or constructive termination of the Executive’s employment which 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. (d) If the Executive is a member of the Board of Directors and the Executive’s employment is terminated by the Employer or by the Executive pursuant to Section 4.1, the Executive shall immediately resign from the Executive’s position on the Board(s) of Directors, effective no later than the date the Executive’s employment is terminated. (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 expire and be suspended forfeited, and paid shall ne void for all purposes, immediately on the date of Termination of Employment. (b) If a Participant incurs a Termination of Employment, for any reason, prior to the Expiration Date, the Option, if vested and exercisable on the date of Termination of Employment, or any portion of the Option that is vested and exercisable on the date of Termination of Employment, shall continue to be exercisable only for the applicable extended time period following such Termination of Employment set forth hereinafter and shall otherwise cease to be exercisable as soon as practicable following of the close of business on the date of Termination of Employment. (i) In the event of Termination of Employment constituting Retirement, such Option or such portion thereof may be exercised by the Participant until the end of the six-ninety (90) day period commencing with the date of Retirement or, if earlier, the Expiration Date. (ii) In the event of Termination of Employment due to death, such Option or such portion thereof may be exercised by the Participant’s Representative until the end of the twelve (12) month period following commencing with the date of the Participant’s death or, if earlier, the Expiration Date. (iii) In the event of Termination of Employment due to Disability, such effective Option or such portion thereof may be exercised by the Participant or, in the event the Participant is legally incompetent, the Participant’s Representative until the end of the six (6) month period commencing with the date ifof Disability or, immediately prior if earlier, the Expiration Date. (iv) In the event of Termination of Employment at the election of the Participant with “Good Reason” (as defined by such Participant’s Employment Agreement, if applicable), such Option or such portion thereof may be exercised by the Participant until the end of the ninety (90) day period commencing with the date of Retirement or, if earlier, the Expiration Date. (v) In the event of Termination of Employment by the Company or an Affiliate, as the case may be, without Cause, such Option or such portion thereof may be exercised by the Participant until the end of the ninety (90) day period commencing with the date of Retirement or, if earlier, the Expiration Date. (vi) Notwithstanding anything in the preceding subparagraphs (i) through (v) to the Executivecontrary, in the event of Termination of Employment by the Company or an Affiliate, as the case may be, for Cause, such Option or such portion thereof shall cease to be exercisable automatically upon first notification to the Participant by the Company or the Affiliate of such termination, with no extended time period for any exercise of the Option or any portion thereof. If a Participant’s employment or services are suspended pending an investigation of whether the Participant’s employment or services should be terminated for Cause, all the Participant’s rights under the Option shall likewise be suspended during the period of such investigation. (c) If following the Participant’s Termination of Employment, Employment for any reason (other than for Cause) the Executive is determined to be a “specified employee” (within the meaning of Code Section 409A(a)(2)(B)(i)) exercise of the Employer (Option is prohibited because it would violate the registration requirements under the Securities Act, state or federal securities law, or the rules of any related “service recipient” within securities exchange or interdealer quotation system, then the meaning of Code Section 409A and the regulations thereunder). Any payments suspended by operation expiration of the foregoing sentence Option shall be paid as a lump sum within tolled until the date that is thirty (30) days following after the end of such six-month period. Payments (or portions thereof) that the period during which the exercise of the Option would be paid latest in time during the six-month period will be suspended firstviolation of such registration or other securities requirements.

Effect of Termination of Employment. (a) Upon ExecutiveA. If Employee’s Termination of Employment hereunder employment terminates for any reason other than Employee’s gross and willful misconduct, death, retirement (as defined in Section 3D), or disability (as defined in Section 3D), any portion of the Option that was exercisable as of the date of termination of employment shall be exercisable at any time within the period beginning on the day after termination of Employee’s employment and ending at the close of trading on the Exchange ninety (90) days later. B. If Employee’s employment terminates by reason of Employee’s gross and willful misconduct during employment, including, but not limited to, wrongful appropriation of Company or affiliate funds, serious violations of Company policy, breach of fiduciary duty or the conviction of a felony, the unexercised portion of the Option shall terminate as of the time of the misconduct. If the Company determines subsequent to the termination of Employee’s employment for whatever reason, that Employee engaged in conduct during employment that would constitute gross and willful misconduct justifying termination, the Employer Option shall terminate as of the time of such misconduct. Furthermore, if the Option is exercised in whole or in part and the Company thereafter determines that Employee engaged in gross and willful misconduct during employment which would have no further obligations justified termination at any time prior to the Executive date of such exercise, the Option shall be deemed to have terminated as of the time of the misconduct and the Company may elect to rescind the Option exercise. Gross and willful misconduct shall not include any action or inaction by the Executive’s estate Employee contrary to the direction of the Board with respect to this Agreementany initiative, except strategy or action of the Company, which action or inaction the Employee believes is in the best interest of the Company. C. If Employee shall die while employed by the Company or an affiliate and shall not have fully exercised the Option, all shares remaining under the Option shall become immediately exercisable. If Employee shall die within ninety (90) days after a termination of employment which meets the criteria of Section 3A above, only the portion of the Option for those shares that are vested as of the payment of any amount earned and owing under Section 3 through the effective date of termination shall be exercisable. The executor or administrator of Employee’s estate or any Transferee may exercise the portion of such exercisable Option at any time during a period beginning on the day after the date of Employee’s death and ending at the close of trading on the Exchange on the tenth anniversary of the Date of Grant. D. If Employee’s termination of employment is due to retirement or disability, all shares remaining under the Option shall become immediately exercisable. Employee shall be deemed to have retired if the termination of employment occurs for reasons other than the Agreement andEmployee’s gross and willful misconduct, death, or disability after Employee (i) has attained age 55 and 10 years of service with the Company or an affiliate, or (ii) has attained age 65. Employee shall be deemed to be disabled if applicable, any payments set forth in Section 4.2 or Section 4.3, if applicable. (b) Notwithstanding any other provision the termination of this Agreement employment occurs because Employee is unable to the contrary, work due to an impairment which would qualify as a condition disability under the Company’s long term disability program. Employee may exercise the portion of the Employer’s payment of Option remaining unexercised at any amount in connection with time during a period beginning on the Executive’s Termination of Employment, the Executive must execute within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance shall accrue from day after the date of Employee’s termination of employment and ending at the Executive’s Termination close of Employment, with any accrued but unpaid severance being paid trading on the Exchange on the tenth anniversary of the Date of Grant. If Employee should die during the period between the date of Employee’s retirement or disability and the first payment as provided in Section 4.2 or Section 4.3expiration of the Option, as applicablethe unexercised portion of the Option shall be exercisable at any time during a period beginning the day after the date of Employee’s death and ending at the close of trading on the Exchange on the tenth anniversary of the Date of Grant. (c) Any actual or constructive termination of the Executive’s employment which does not rise E. Notwithstanding anything to the level of a Termination of Employment shall not entitle the Executive to any of the payments or benefits described contrary contained in this Section 4. (d) If the Executive is a member of the Board of Directors and the Executive3, if Employee’s employment is terminated by the Employer or by the Executive pursuant to retirement (as defined in Section 4.1, the Executive shall immediately resign from the Executive’s position on the Board(s3D) of Directors, effective no later than the date the Executive’s employment is terminated. (e) Notwithstanding any provision in the Agreement and Employee has not given written notice to the contraryChair of the Committee, of Employee’s intention 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 retire not less than 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 if, immediately prior to the Executivedate of Employee’s Termination retirement, then in such event, for purposes of Employmentthis Agreement only, said termination of employment shall be deemed to be not a retirement but a termination subject to the Executive provisions of Section 3A, provided, however, that in the event that the Committee determines that said termination of employment without six (6) months prior written notice is determined in the best interests of the Company, such termination shall be deemed to be a “specified employee” (within retirement and shall be subject to Section 3D. F. If the meaning of Code Section 409A(a)(2)(B)(i)) Option is exercised by a Transferee or the executors or administrators of the Employer (estate of a deceased optionee, the Company shall be under no obligation to issue stock hereunder unless and until the Company is satisfied that the person(s) exercising the Option is the validly designated beneficiary or any related “service recipient” within the meaning duly appointed legal representative of Code the deceased optionee’s estate or the proper legatee or distributee thereof. G. For purposes of this Section 409A 3, if the last day of the relevant period is a day upon which the Exchange is not open for trading or the Common Stock is not trading on that day, the relevant period will expire at the close of trading on such earlier business day on which the Exchange is open 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. Payments (or portions thereof) that would be paid latest in time during the six-month period will be suspended firstCommon Stock is trading.

Effect of Termination of Employment. (a) Upon Executive’s Termination of Employment hereunder for any reasonExcept as otherwise provided herein, if Employee ceases to be an Employee (as defined in the Employer shall have no further obligations Plan) prior 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 Option, then Employee shall (i) forfeit the Option Shares that have not yet become vested, which shall be cancelled and be of no further force or effect, and (ii) subject to Section 3(b), retain the right to exercise any Option Shares that have previously become vested until the termination date of the Option. If, prior to any termination of Employment, Employee has executed and continues to adhere to a Management-Employee (“Key Employee”) Agreement andin favor of the Company which contains a non-competition provision, then the Option shall not be terminated and vesting shall continue through the end of two (2) additional Measurement Periods following Employee’s termination of Employment with the Company. In addition, if applicableprior to any termination of Employment, Employee has executed and continues to comply with the non-competition and non-solicitation provisions of a Management-Employee (“Key Employee”) Agreement during any payments set forth additional Measurement Periods, and if Employee has a minimum of five (5) consecutive years of service at the time of such termination, then the Option shall not terminate and vesting shall continue through the end of additional Measurement Periods following such termination according to the following schedule: Sum of Age in Whole Years and Tenure in Whole Years of Potential Post -Employment Vesting Years At least 50 and less than 60 3 years At least 60 and less than 70 4 years At least 70 and greater 5 years Age and Tenure are individually rounded up to the nearest whole number and Tenure is defined as the period of time between Employee’s date of separation from Service with the Company and Employee’s last date of hire (or in the case of an acquisition, the equivalent last date of hire with the acquired entity). Under no event, however, will any entitlement to continued vesting under this Section 4.2 3(a) cause the vesting period of this Option to exceed five (5) years. Employee understands that if the Option or any portion of the Option is exercised in accordance with the above later than three months from the date of termination of employment, the Option or such portion of the Option may not qualify for treatment as an incentive stock option within the meaning of Section 4.3, if applicable422 of the Code. (b) Notwithstanding the foregoing, if Employee embezzles or misappropriates Company funds or property, or is determined by the Company to have failed to comply with the terms and conditions of any of the following agreements which Employee may have executed in favor of the Company: i) Confidentiality and Noncompetition Agreement, ii) Management-Employee Agreement, iii) Sales-Employee Agreement, iv) Data Security Agreement, or v) any other provision of this Agreement to agreement containing post-employment restrictions (collectively the contrary“Obligations”), as a condition of will immediately and automatically forfeit the Employer’s payment of any amount in connection Option, whether vested or unvested, and will retain no rights with the Executive’s Termination of Employment, the Executive must execute within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant respect to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance shall accrue from the date of the Executive’s Termination of Employment, with any accrued but unpaid severance being paid on the date of the first payment as provided in Section 4.2 or Section 4.3, as applicableOption. (c) Any actual If Employee shall die while this Option is still exercisable according to its terms, or constructive termination of the Executive’s employment which 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. (d) If the Executive is a member of the Board of Directors and the Executive’s if employment is terminated because Employee has died or become subject to a Disability while in the employ of the Company or a subsidiary, if any, and Employee shall not have fully exercised the Option, such Option shall immediately vest in full and may be exercised at any time up to the expiration of the Option after Employee’s death or date of termination of employment for Disability by the Employer Employee, personal representatives or administrators, or guardians of Employee, as applicable, or by any person or persons to whom the Executive pursuant to Section 4.1, Option is transferred by will or the Executive shall immediately resign from the Executive’s position on the Board(s) applicable laws of Directors, effective no later than the date the Executive’s employment is terminateddescent and distribution. (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 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. 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 ExecutiveA. If Employee’s Termination of Employment hereunder employment terminates for any reasonreason other than Employee’s gross and willful misconduct, death, retirement (as defined in Section 3D), or disability (as defined in Section 3D), Employee shall have the right to exercise that portion of the Option exercisable upon the date of termination of employment at any time within the period beginning on the day after termination of employment and ending at the close of trading on the Exchange thirty (30) days later. B. If Employee’s employment terminates by reason of Employee’s gross and willful misconduct during employment, including, but not limited to, wrongful appropriation of Company funds, serious violations of Company policy, breach of fiduciary duty or the conviction of a felony, the Employer unexercised portion of the Option shall have no further obligations terminate as of the time of the misconduct. If the Company determines subsequent 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 Employee’s employment for whatever reason, that Employee engaged in conduct during employment that would constitute gross and willful misconduct justifying termination, the Agreement andOption shall terminate as of the time of such misconduct. Furthermore, if applicable, the Option is exercised in whole or in part and the Company thereafter determines that Employee engaged in gross and willful misconduct during employment which would have justified termination at any payments set forth in Section 4.2 or Section 4.3, if applicable. (b) Notwithstanding any other provision of this Agreement time prior 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 within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance shall accrue from the date of such exercise, the Executive’s Termination of Employment, with any accrued but unpaid severance being paid on the date Option shall be deemed to have terminated as of the first payment as provided in Section 4.2 or Section 4.3, as applicabletime of the misconduct and the Company may elect to rescind the Option exercise. (c) Any actual C. If Employee shall die while employed by the Company or constructive termination of the Executive’s employment which does not rise to the level of a Termination of Employment an affiliate and shall not entitle have fully exercised the Executive to any of Option, all shares remaining under the payments or benefits described in Section 4. (d) Option shall become immediately exercisable. If the Executive is a member of the Board of Directors and the Executive’s employment is terminated by the Employer or by the Executive pursuant to Section 4.1, the Executive Employee shall immediately resign from the Executive’s position on the Board(s) of Directors, effective no later than the date the Executive’s employment is terminated. (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 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 die within thirty (30) days after a termination of employment which meets the criteria of Section 3A above, only those shares vested as of the date of termination shall be exercisable. The executor or administrator of Employee’s estate, or any person(s) to whom the Option was transferred by will or the applicable laws of distribution and descent may exercise such exercisable shares at any time during a period beginning on the day after the date of Employee’s death and ending at the close of trading on the Exchange on the anniversary of death one (1) year later. D. If Employee’s termination of employment is due to retirement or disability, all shares remaining under the Option shall become immediately exercisable. Employee shall be deemed to have retired if the termination of employment occurs for reasons other than the Employee’s gross and willful misconduct, death, or disability after Employee (i) has attained age 55 and 10 years of service with the Company or an affiliate, or (ii) has attained age 65. Employee shall be deemed to be disabled if the termination of employment occurs because Employee is unable to work due to an impairment which would qualify as a disability under the Company’s long term disability program. Employee may exercise the shares remaining unexercised at any time during a period beginning on the day after the date of Employee’s termination of employment and ending at the close of trading on the Exchange on the tenth anniversary of the Date of Grant. If Employee should die during the period between the date of Employee’s retirement or disability and the expiration of the Option, the executor(s) or administrator(s) of the Employee’s estate, or any person(s) to whom the Option was transferred by will or the applicable laws of distribution and descent may exercise the unexercised portion of the Option at any time during a period beginning the day after the date of Employee’s death and ending at the close of trading on the Exchange on the anniversary of death one (1) year later, provided, however, in no event shall the Option be exercisable following the end tenth anniversary of the Date of Grant. E. Notwithstanding anything to the contrary contained in this Section 3, if the Employee’s employment is terminated by retirement (as defined in Section 3D) and Employee has not given the Company written notice to his/her immediate supervisor and the Chief Executive Officer, of Employee’s intention to retire not less than six (6) months prior to the date of his/her retirement, then in such six-month period. Payments event, for purposes of this Agreement only, said termination of employment shall be deemed to be not a retirement but a termination subject to the provisions of Section 3A, provided, however, that in the event that the Chief Executive Officer determines that said termination of employment without six (6) months prior written notice is in the best interests of the Company, such termination shall be deemed to be a retirement and shall be subject to Section 3D. F. If the Option is exercised by the executors, administrators, legatees, or portions distributees of the estate of a deceased optionee, the Company shall be under no obligation to issue stock hereunder unless and until the Company is satisfied that the person(s) exercising the Option is the duly appointed legal representative of the deceased optionee’s estate or the proper legatee or distributee thereof) . G. For purposes of this Section 3, if the last day of the relevant period is a day upon which the Exchange is not open for trading or the Common Stock is not trading on that would be paid latest in time during day, the six-month relevant period will be suspended firstexpire at the close of trading on such earlier business day on which the Exchange is open and the Common Stock is trading.

Effect of Termination of Employment. (ai) Upon Except as otherwise provided in Section 6(f)(ii) below, upon the termination of the Executive’s Termination of Employment 's employment hereunder for any reasonreason whatsoever prior to the expiration of the Employment Period, neither the Executive nor his beneficiaries or estate shall have any further rights or claims against the Company or any of its subsidiaries or affiliates under this Agreement except to receive any earned and unpaid portion of the Base Salary, 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 Signing Bonus and any amount earned and owing under unpaid portion of a declared bonus provided for in Section 3 5(c), plus a cash payment for all accrued and unused vacation time through the effective date of such termination, and shall be entitled to exercise all options vested as provided for in this Agreement. The Executive's family and, in the case of the Executive's Disability, the Executive, shall also be entitled to the same employee benefits, at the Company's expense, provided to the Executive and his family by the Company prior to the termination of the Agreement andExecutive's employment hereunder for Disability or death for six months after such termination of employment for Disability or death. The Executive shall be indemnified after the Scheduled Termination Date (or any later date the Executive's employment with the Company is terminated) for any actions in his capacity as a Senior Vice President-Sales and Marketing of the Company. For purposes of this Agreement, if applicablethe 2000 Performance Bonus and the 2001 Performance Bonus shall be considered declared and earned on January 1, any payments set forth in Section 4.2 or Section 4.32000 and January 1, if applicable2001, respectively. (bii) Notwithstanding any other provision Upon the termination of this Agreement the Executive's employment hereunder prior to the contrary, as Scheduled Termination Date pursuant to a condition of the Employer’s payment of any amount in connection with the Executive’s Termination of EmploymentWithout Cause or Termination for Good Reason, the Executive must execute within shall have the right, in addition to the rights provided for in Section 6(f)(i) above, to receive (A) severance (payable in such period of time following Termination of Employment installments as is permitted by the Employer (and not timely revoke during any revocation period provided Base Salary was being paid immediately prior to such termination pursuant to such releaseSection 5(a)) equal to the then current Base Salary for a release and non-disparagement agreement in substantially term equal to the form attached hereto as Exhibit “A.” Any payments lesser of severance shall accrue (1) six months from the date of the Executive’s Termination of Employment, with any accrued but unpaid severance being paid on the date of the first payment as provided in Section 4.2 or Section 4.3, as applicable. (c) Any actual or constructive termination of the Executive’s 's employment which does not rise pursuant to a Termination Without Cause or prior to the level Scheduled Termination Date and (2) the date the Executive executes an employment agreement or similar contract with a third party employer (or commences employment with a third party employer, whichever occurs earlier) after the termination of the Executive's employment pursuant to a Termination of Employment Without Cause or prior to the Scheduled Termination Date, (B) all options granted hereunder (including the 1999 Options and the Non-Qualified Option B, subject to Section 6(e)(iv)) shall not entitle vest and Executive shall have 12 months (unless with respect to the 1999 Options, the Option Plan shall require a shorter period) thereafter to exercise such options, and (C) at the Company's expense, any employee benefits provided to the Executive and his family by the Company prior to any the Termination Without Cause or Termination for Good Reason for a period of the payments six months after such Termination Without Cause or benefits described in Section 4Termination for Good Reason. (diii) If Upon the Executive is a member termination of the Board of Directors and Executive's employment hereunder prior to the Executive’s employment is terminated by the Employer or by the Executive Scheduled Termination Date pursuant to Section 4.1a Termination for Cause, the Executive shall immediately resign from the Executive’s position on the Board(s) of Directors, effective no later than be entitled to receive his Base Salary pro rata to the date of his Termination for Cause and the Executive’s employment is terminatedSigning Bonus plus any declared but unpaid bonus pursuant to Section 5(c) and shall be entitled to exercise all options vested as of the time of termination for 30 days, subject to Section 6(e)(iv). (eiv) Notwithstanding any provision in Upon 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 termination of the six-month period following such effective date if, immediately Executive's employment hereunder on or prior to the Executive’s February 4, 2000 pursuant to a Termination of Employmentfor Cause or Voluntary Termination, the Executive is determined shall return to be a “specified employee” (within the meaning Company and disclaim ownership of Code Section 409A(a)(2)(B)(i)) 50% of the Employer (Non-Qualified B and execute any amendment 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 agreement necessary to reflect such six-month period. Payments (or portions thereof) that would be paid latest in time during the six-month period will be suspended firstadjustment.

Effect of Termination of Employment. A. Failure to Appoint as CFO; Without Cause Termination or Constructive Discharge Within One Year of Appointment: The provisions of this Paragraph A. shall be applicable if: (ai) Upon Executive’s (A) the Executive terminates his employment following a failure of the Company to employ him as Chief Financial Officer of the Company from and after January 1, 2000 as required by Section II hereof, or (B) the Executive becomes Chief Financial Officer of the Company in accordance with Section II hereof but within one year thereafter experiences a Without Cause Termination of Employment hereunder or a Constructive Discharge, and (ii) Xxxxxx X. Xxxxxx is for any reasonreason not serving as Chief Executive Officer of the Company at the time of such failure or such Without Cause Termination or Constructive Discharge, as applicable. If the Employer provisions of this Paragraph A. become applicable, then the Company shall have no further obligations immediately pay the Executive (or his surviving spouse, estate or personal representative, as applicable) upon such termination in a lump sum an amount equal to five hundred percent (500%) of the sum of (i) his Base Salary as in effect at the time of such termination (without regard to any reduction thereof in violation of Paragraph A.i. of Section IV hereof) and (ii) the higher of (A) the highest of the annual bonuses and/or Incentive Compensation Awards paid or payable 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 each of the termination of the Agreement and, if applicable, any payments set forth in Section 4.2 last three years ended on or Section 4.3, if applicable. (b) 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 within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance shall accrue from before the date of the Executive’s Termination of Employmenttermination, with any accrued and (B) $200,000 (such higher amount, the "Highest Bonus"). Earned but unpaid severance being Base Salary and earned but unpaid Incentive Compensation Awards also will be paid on in a lump sum at the date time of the first payment as provided in Section 4.2 or Section 4.3, as applicable. (c) Any actual or constructive termination of the Executive’s employment which does not rise to the level of a Termination of Employment shall not entitle the Executive to any of the payments or such termination. The benefits and perquisites described in Section 4. this Agreement will be continued for sixty (d60) If the Executive is a member of the Board of Directors and the Executive’s employment is terminated by the Employer or months following such termination. In addition, all unvested options held by the Executive pursuant (including without limitation the Initial Options) shall become fully vested upon such termination and shall remain fully exercisable for the remainder of their terms without regard to Section 4.1such termination, and any restrictions on any shares of restricted stock held by the Executive shall immediately resign from the Executive’s position on the Board(s) of Directors, effective no later than the date the Executive’s employment is terminatedlapse upon such termination. (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 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. 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 Executive’s Termination of Employment hereunder for any reason, 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 Executive’s employment with the Agreement andCombined Group or an Affiliate due to death, if applicableDisability or Retirement, any payments the Restrictions on the unreleased Restricted Stock shall be released according to the following: (i) In the event the Executive terminates by reason of death or Disability, the Restrictions on the Restricted Stock shall lapse on the date of Executive’s death or Disability and the Restricted Stock shall become Released Restricted Stock. (ii) In the event the Executive terminates by reason of Retirement, the Restrictions on the Restricted Stock shall lapse in accordance with Section 3 of this Restricted Stock Agreement, without regard to the requirement that the Executive remain employed with a member of the Combined Group or an Affiliate, unless and until the Executive engages in competition in violation of Section 10 hereof or violates the nondisclosure provisions set forth in Section 4.2 11 hereof. (iii) In the event the Executive voluntarily terminates employment as a direct result of the Executive being diagnosed with a terminal medical condition, the Restrictions on the Restricted Stock shall lapse on the earlier of Executive’s death or the lapse date set forth in Section 4.33 of this Restricted Stock Agreement, if applicableunless and until the Executive engages in competition in violation of Section 10 hereof or violates the nondisclosure provisions set forth in Section 11 hereof. (iv) In the event a member of the Combined Group or an Affiliate terminates the Executive’s employment with such company for a reason other than for cause, as defined in Section 5(b)(i) below, the Restrictions on the Restricted Stock shall lapse in accordance with Section 3 of this Restricted Stock Agreement, without regard to the requirement that the Executive remain employed with a member of the Combined Group or an Affiliate, unless and until the Executive engages in competition in violation of Section 10 hereof or violates the nondisclosure provisions set forth in Section 11 hereof. (b) Notwithstanding any other provision of this Agreement anything herein to the contrary, as a condition but subject to Section 5(a) above, no release of Restricted Stock shall be made, and all unreleased Restricted Stock issued hereunder and all rights under this Agreement shall be forfeited, if any of the Employerfollowing events shall occur: (i) The Executive’s payment employment with the Combined Group or an Affiliate is terminated for cause. For purposes of this Agreement, “for cause” shall be defined as any amount action or inaction by the Executive, which constitutes fraud, embezzlement, misappropriation, dishonesty, breach of trust, a felony or moral turpitude, as determined by its Board of Directors; (ii) The Executive voluntarily terminates employment with the Combined Group or an Affiliate prior to Retirement unless such voluntary termination is directly related to death, Disability or the Executive being diagnosed with a terminal medical condition; (iii) The Executive shall engage in connection competition, as more particularly described in Section 10 hereof, either (A) during the term of his employment with the Combined Group or an Affiliate; (B) following the Executive’s Termination voluntary termination of Employment, his employment with the Executive must execute within such period of time Combined Group or an Affiliate; or (C) following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance shall accrue from the date of the Executiveemploying company’s Termination of Employment, with any accrued but unpaid severance being paid on the date of the first payment as provided in Section 4.2 or Section 4.3, as applicable. (c) Any actual or constructive termination of the Executive’s employment which does not rise to for any reason; or (iv) The Executive violates the level of a Termination of Employment shall not entitle the Executive to any of the payments or benefits described nondisclosure provisions set forth in Section 411 hereof. (d) If the Executive is a member of the Board of Directors and the Executive’s employment is terminated by the Employer or by the Executive pursuant to Section 4.1, the Executive shall immediately resign from the Executive’s position on the Board(s) of Directors, effective no later than the date the Executive’s employment is terminated. (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 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. 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. (ai) Upon Except as otherwise provided in Section 6(f)(ii) below, upon the termination of the Executive’s Termination of Employment 's employment hereunder for any reasonreason whatsoever prior to the expiration of the Employment Period, neither the Executive nor his beneficiaries or estate shall have any further rights or claims against the Company or any of its subsidiaries or affiliates under this Agreement except to receive any earned and unpaid portion of the Base Salary and the Signing Bonus, plus a ---- cash payment for all accrued and unused vacation time through the effective date of such termination, and the Executive, the Employer Executive's estate or his beneficiaries shall have no further obligations be entitled to exercise all options vested as provided for in this Agreement. The Executive shall be indemnified after the Scheduled Termination Date (or any later date the Executive's employment with the Company is terminated) for any actions in his capacity as a Senior Vice President-Network Operations (or any title or position the Executive shall then hold) of the Company. In the case of termination of the Executive's Employment for death or Disability pursuant to Section 6(a), the Executive, the Executive's family or the Executive's beneficiaries, as the case may be, shall also be entitled to the same employee benefits, at the Company's expense, provided to the Executive or and his family by the Executive’s estate with respect Company prior 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 Agreement and, if applicable, any payments set forth in Section 4.2 Executive's employment hereunder for Disability or Section 4.3, if applicabledeath for six months after such termination of employment for Disability or death. (bii) Notwithstanding any other provision Upon the termination of this Agreement the Executive's employment hereunder prior to the contrary, as Scheduled Termination Date pursuant to a condition of the Employer’s payment of any amount in connection with the Executive’s Termination of EmploymentWithout Cause or Termination for Good Reason, the Executive must execute within shall have the right, in addition to the rights provided for in Section 6(f)(i) above, to receive (A) severance (payable in such period of time following Termination of Employment installments as is permitted by the Employer (and not timely revoke during any revocation period provided Base Salary was being paid immediately prior to such termination pursuant to such releaseSection 5. (a) hereof) equal to the then current Base Salary for a release and non-disparagement agreement in substantially term equal to the form attached hereto as Exhibit “A.” Any payments lesser of severance shall accrue (1) nine months from the date of the Executive’s Termination of Employment, with any accrued but unpaid severance being paid on the date of the first payment as provided in Section 4.2 or Section 4.3, as applicable. (c) Any actual or constructive termination of the Executive’s 's employment which does not rise pursuant to a Termination Without Cause or Termination for Good Reason and (2) the date the Executive executes an employment agreement or similar contract with a third party employer (or commences employment with a third party employer, whichever occurs earlier) after the termination of the Executive's employment pursuant to a Termination Without Cause or Termination for Good Reason, (B) all options granted hereunder (subject to Section 6(f)(iv)) shall vest and Executive shall have 12 months (unless with respect to the level of Qualified A Options or Non-Qualified A Options, the Option Plan shall require a Termination of Employment shall not entitle shorter period) thereafter to exercise such options, and (C) at the Company's expense, any employee benefits provided to the Executive and his family by the Company prior to the Termination Without Cause or Termination for Good Reason for a period of nine months after such Termination Without Cause or Termination for Good Reason, subject to applicable plan documents for any of the payments or benefits described in Section 4employee benefit plans. (diii) If Upon the Executive is a member termination of the Board of Directors and Executive's employment hereunder prior to the Executive’s employment is terminated by the Employer or by the Executive Scheduled Termination Date pursuant to Section 4.1a Termination for Cause, the Executive shall immediately resign from the Executive’s position on the Board(s) of Directors, effective no later than be entitled to receive his Base Salary pro --- rata to the date of his Termination for Cause and the Executive’s employment is terminatedSigning Bonus and ---- shall be entitled to exercise all options vested as of the time of termination for 30 days, subject to Section 6(f)(iv). (eiv) Notwithstanding any provision in Upon 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 termination of the six-month period following such effective date if, immediately Executive's employment hereunder on or prior to the Executive’s May 6, 2000 pursuant to a Termination of Employmentfor Cause or Voluntary Termination, the Executive is determined shall return to be a “specified employee” (within the meaning Company and disclaim ownership of Code Section 409A(a)(2)(B)(i)) 50% of the Employer (Qualified B Options and Non-Qualified B Options and execute any amendment 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 agreement necessary to reflect such six-month period. Payments (or portions thereof) that would be paid latest in time during the six-month period will be suspended firstadjustment.

Effect of Termination of Employment. (a) Upon Executive’s Termination of Employment hereunder for any reason, 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 Agreement and, if applicable, any payments set forth in Section 4.2 or Section 4.3, if applicable. (b) 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 within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance shall accrue from the date of the Executive’s Termination of Employment, with any accrued but unpaid severance being paid on the date of the first payment as provided in Section 4.2 or Section 4.3, as applicable. (c) Any actual or constructive termination of the Executive’s employment which 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. (d) If the Executive is a member of the Board of Directors and the Executive’s employment is terminated by the Employer or by the Executive Corporation pursuant to Section 4.12.1(a), or if the Executive resigns for Good Reason pursuant to Section 2.1(e), the Corporation shall pay the Executive (x) within 30 days of the date of termination, unreimbursed business expenses and accrued but unpaid Base Compensation through the date of termination, (y) when amounts are payable to other executives, any earned but unpaid annual bonus for the fiscal year prior to the fiscal year that includes the year of Executive’s termination of employment and (z) amounts or benefits due under any benefit plan, program or arrangement or payroll practice in accordance with the terms of such plan, program, arrangement or payroll practice (such amounts, including the payment timing thereof, the “Accrued Benefits”). The Executive shall also be entitled to the following: (i) Severance. Subject to Section 2.4(a)(v) and Section 4.1(a) hereof, the Corporation shall: (a) beginning with the first payroll period following the 30th day following the date of termination of Executive’s employment, continue to pay the Executive, in accordance with the Corporation’s normal payroll practice, her Base Compensation, as in effect immediately prior to such termination of employment, for the longer of the balance of the Term (up to a maximum of two (2) years) and the one year period commencing on the date of such termination (the “Severance Period”), provided that the initial payment shall include Base Compensation amounts for all payroll periods from the date of termination through the date of such initial payment; (b) pay to the Executive, when bonuses for the year of termination would otherwise be paid, a Pro-Rata Actual Annual Incentive Bonus (as defined below); and (c) pay to the Executive, on the last business day of the Severance Period, an amount equal to 175% of Executive’s Base Compensation as in effect immediately prior to such termination of employment. For purposes of this Agreement, the term “Pro Rata Actual Annual Incentive Bonus” means the annual bonus based on actual results for the fiscal year in which the Executive’s termination occurs, multiplied by a fraction, the numerator of which is the number of days from the first day of the fiscal year in which such termination occurs until the date of termination and the denominator of which is 365. Notwithstanding the foregoing, in order to receive any severance benefits under this Section 2.4(a)(i), the Executive shall immediately resign from must sign and not timely revoke a release and waiver of claims against the Executive’s position on Corporation, its successors, affiliates, and assigns, in a form reasonably acceptable to the Board(s) of Directors, effective no later than Corporation for which any additional Executive obligations not in this Agreement are substantially similar to the date the Executive’s employment is terminated. (e) Notwithstanding any provision additional obligations contained in the Agreement to the contraryrelease and waivers of similarly situated former executives, 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 if, immediately or prior to the 30th day following the date of termination of 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. Payments (or portions thereof) that would be paid latest in time during the six-month period will be suspended firstemployment.

Effect of Termination of Employment. (a) Upon Executive’s Termination of Employment hereunder for any reason, 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 Agreement and, if applicable, any payments set forth in Section 4.2 or Section 4.3, if applicable. (b) 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 within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance shall accrue from the date of the Executive’s Termination of Employment, with any accrued but unpaid severance being paid on the date of the first payment i. Except as provided in Section 4.2 2(b)(ii), 2(b)(iii), 2(b)(iv) and 2(d), upon your termination of employment with Capital One for any reason prior to the Scheduled Vesting Date of such Restricted Stock Units, all Restricted Stock Units shall immediately be forfeited (to the extent not previously vested or forfeited as provided herein). For the avoidance of doubt, a transfer of employment to an affiliate of Capital One shall not constitute a termination of employment for purposes of this Section 4.32(b) ii. Upon your termination of employment with Capital One as a result of your death or Disability, the Restricted Stock Units shall immediately vest, and the Shares shall be issuable in accordance with this Agreement, upon such termination of employment (to the extent not previously vested or forfeited as applicableprovided herein). (c) Any actual or constructive iii. Upon your termination of employment with Capital One as a result of Retirement, the Executive’s employment which does not rise Restricted Stock Units shall continue to vest on the Scheduled Vesting Dates (to the level of a Termination of Employment shall extent not entitle the Executive previously vested or forfeited as provided herein) and remain subject to any of the payments or benefits described in Section 4. (d) If the Executive is a member of the Board of Directors and the Executive’s employment is terminated by the Employer or by the Executive reduction pursuant to Section 4.1, the Executive shall immediately resign from the Executive’s position on the Board(s13(a) of Directors, effective no later than the date the Executive’s employment is terminatedand 13(b). iv. Subject to Section 2(b)(v), upon termination of your employment by Capital One not for Cause (eas defined below), you will receive continued vesting of the Restricted Stock Units scheduled to vest on each of the Scheduled Vesting Dates as if a termination of employment had not occurred subject to (A) Notwithstanding any provision your execution of a separation agreement and/or general release of claims within a period of time as required by Capital One (in a form as prescribed by Capital One, a “Release”), (B) such Release becoming effective and irrevocable in accordance with its terms and (C) your continued compliance with the Agreement to the contrary, to terms of such Release through each Scheduled Vesting Date. 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 if, immediately a Scheduled Vesting Date occurs 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)) expiration of the Employer period of time Capital One provides you to sign the Release, you shall be entitled to vesting of the applicable portion of your Restricted Stock Units on such Scheduled Vesting Date even if you have not yet executed the Release. For avoidance of doubt, such continued vesting shall remain subject to reduction pursuant to Section 13(a) and 13(b) and shall immediately cease (and any then-unvested Restricted Stock Units shall be immediately forfeited) in the event that you violate the terms and conditions of the Release. v. Your right to continued vesting pursuant to Section 2(b)(iv) is expressly conditioned on your compliance with any and all restrictive covenant agreements or any related provisions to which you are a party with Capital One including, but not limited to, those with respect to non-competition, confidentiality and work product, non-solicitation of employees/no hire of employees, non-solicitation of customers, and garden transition period or leave (collectively, “service recipient” within the meaning of Code Section 409A and the regulations thereunderRestrictive Covenant Agreements”). Any payments suspended You understand and agree that any actual or threatened action by operation you in violation of any Restrictive Covenant Agreements shall forfeit your right to continued post-employment vesting as of the foregoing sentence shall be paid as a lump sum within thirty (30) days following the end date of such six-month periodactual or threatened action by you in violation of such Restrictive Covenant Agreement. Payments (You further understand and agree that any forfeiture of continued vesting rights under this Agreement, or portions waiver thereof) that would be paid latest in time during , shall not limit Capital One’s rights to pursue any and all legal and equitable remedies and damages available for your breach of the six-month period will be suspended firstRestrictive Covenant Agreements under the terms of such agreements and applicable law, including but not limited to, injunctive relief, monetary damages, costs and fees.

Effect of Termination of Employment. (ai) Upon Executive’s Termination of Employment hereunder for any reason, 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 Agreement and, if applicable, any payments set forth in Section 4.2 or Section 4.3, if applicable. (b) 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 within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance shall accrue from the date of the Executive’s Termination of Employment, with any accrued but unpaid severance being paid on the date of the first payment Except as provided in Section 4.2 2(b)(ii), 2(b)(iii), 2(b)(iv) and 2(d), upon your termination of employment with Capital One for any reason prior to the Scheduled Vesting Date of such Restricted Stock Units, all Restricted Stock Units shall immediately be forfeited (to the extent not previously vested or forfeited as provided herein). For the avoidance of doubt, a transfer of employment to an affiliate of Capital One shall not constitute a termination of employment for purposes of this Section 4.32(b) (ii) Upon your termination of employment with Capital One as a result of your death or Disability, the Restricted Stock Units shall immediately vest, and the Shares shall be issuable in accordance with this Agreement, upon such termination of employment (to the extent not previously vested or forfeited as applicableprovided herein). (ciii) Any actual or constructive Upon your termination of employment with Capital One as a result of Retirement, the Executive’s employment which does not rise Restricted Stock Units shall continue to vest on the Scheduled Vesting Dates (to the level of a Termination of Employment shall extent not entitle the Executive previously vested or forfeited as provided herein) and remain subject to any of the payments or benefits described in reduction pursuant to Section 413(a) and 13(b). (div) If the Executive is a member Subject to Section 2(b)(v), upon termination of your employment by Capital One not for Cause (as defined below), you will receive continued vesting of the Board Restricted Stock Units scheduled to vest on each of Directors the Scheduled Vesting Dates as if a termination of employment had not occurred subject to (A) your execution of a separation agreement and/or general release of claims within a period of time as required by Capital One (in a form as prescribed by Capital One, a “Release”), (B) such Release becoming effective and irrevocable in accordance with its terms and (C) your continued compliance with the Executive’s employment is terminated by terms of such Release through each Scheduled Vesting Date. To the Employer or by extent a Scheduled Vesting Date occurs prior to the Executive expiration of the period of time Capital One provides you to sign the Release, you shall be entitled to vesting of the applicable portion of your Restricted Stock Units on such Scheduled Vesting Date even if you have not yet executed the Release. For avoidance of doubt, such continued vesting shall remain subject to reduction pursuant to Section 4.1, the Executive 13(a) and 13(b) and shall immediately resign from cease (and any then-unvested Restricted Stock Units shall be immediately forfeited) in the Executive’s position on event that you violate the Board(s) terms and conditions of Directors, effective no later than the date the Executive’s employment is terminatedRelease. (ev) Notwithstanding Your right to continued vesting pursuant to Section 2(b)(iv) is expressly conditioned on your compliance with any provision and all restrictive covenant agreements or provisions to which you are a party with Capital One including, but not limited to, those with respect to non-competition, confidentiality and work product, non-solicitation of employees/no hire of employees, non-solicitation of customers, and garden transition period or leave (collectively, “Restrictive Covenant Agreements”). You understand and agree that any actual or threatened action by you in violation of any Restrictive Covenant Agreements shall forfeit your right to continued post-employment vesting as of 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 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 (actual or any related “service recipient” within the meaning of Code Section 409A and the regulations thereunder). Any payments suspended threatened action by operation of the foregoing sentence shall be paid as a lump sum within thirty (30) days following the end you in violation of such six-month period. Payments (or portions thereof) that would be paid latest in time during the six-month period will be suspended first.Restrictive Covenant #ᴅʟᴘ_MICRODOT [{'title': 'Data Security Classification', 'text': 'Confidential'}]_END

Effect of Termination of Employment. (a) Upon Executive’s Termination of Employment hereunder for any reason, 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 Executive's employment with the Agreement andCombined Group or an Affiliate due to death, if applicableDisability or Retirement, any payments the Restrictions on the unreleased Restricted Stock shall be released according to the following: (i) In the event the Executive terminates by reason of death or Disability, the Restrictions on the Restricted Stock shall lapse on the date of Executive's death or Disability and the Restricted Stock shall become Released Restricted Stock. (ii) In the event the Executive terminates by reason of Retirement, the Restrictions on the Restricted Stock shall lapse in accordance with Section 3 of this Restricted Stock Agreement, without regard to the requirement that the Executive remain employed with a member of the Combined Group or an Affiliate, unless and until the Executive engages in competition in violation of Section 10 hereof or violates the nondisclosure provisions set forth in Section 4.2 11 hereof. (iii) In the event the Executive voluntarily terminates employment as a direct result of the Executive being diagnosed with a terminal medical condition, the Restrictions on the Restricted Stock shall lapse on the earlier of Executive's death or the lapse date set forth in Section 4.33 of this Restricted Stock Agreement, if applicableunless and until the Executive engages in competition in violation of Section 10 hereof or violates the nondisclosure provisions set forth in Section 11 hereof. (iv) In the event a member of the Combined Group or an Affiliate terminates the Executive's employment with such company for a reason other than for cause, as defined in Section 5(b)(i) below, the Restrictions on the Restricted Stock shall lapse in accordance with Section 3 of this Restricted Stock Agreement, without regard to the requirement that the Executive remain employed with a member of the Combined Group or an Affiliate, unless and until the Executive engages in competition in violation of Section 10 hereof or violates the nondisclosure provisions set forth in Section 11 hereof (b) Notwithstanding any other provision of this Agreement anything herein to the contrary, as a condition but subject to Section 5(a) above, no release of Restricted Stock shall be made, and all unreleased Restricted Stock issued hereunder and all rights under this Agreement shall be forfeited, if any of the Employer’s payment of any amount in connection following events shall occur: (i) The Executive's employment with the Combined Group or an Affiliate is terminated for cause. For purposes of this Agreement, "for cause" shall be defined as any action or inaction by the Executive’s Termination , which constitutes fraud, embezzlement, misappropriation, dishonesty, breach of Employmenttrust, a felony or moral turpitude, as determined by its Board of Directors; (ii) The Executive voluntarily terminates employment with the Combined Group or an Affiliate prior to Retirement unless such voluntary termination is directly related to death, Disability or the Executive must execute within such period being diagnosed with a terminal medical condition; (iii) The Executive shall engage in competition, as more particularly described in Section 10 hereof, either (A) during the term of time his employment with the Combined Group or an Affiliate; (B) following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance shall accrue from the date of the Executive’s Termination 's voluntary termination of Employment, his employment with any accrued but unpaid severance being paid on the date of Combined Group or an Affiliate; or (C) following the first payment as provided in Section 4.2 or Section 4.3, as applicable. (c) Any actual or constructive employing company's termination of the Executive’s 's employment which does not rise to for any reason; or (iv) The Executive violates the level of a Termination of Employment shall not entitle the Executive to any of the payments or benefits described nondisclosure provisions set forth in Section 411 hereof. (d) If the Executive is a member of the Board of Directors and the Executive’s employment is terminated by the Employer or by the Executive pursuant to Section 4.1, the Executive shall immediately resign from the Executive’s position on the Board(s) of Directors, effective no later than the date the Executive’s employment is terminated. (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 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. 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 event the Executive’s 's employment terminates, whether during the Term or following the expiration of the Term, due to either a Without Cause Termination of Employment hereunder for any reasonor a Constructive Discharge, the Employer shall have no further obligations Company shall, as liquidated damages or severance pay, or both, continue, subject to the Executive or provisions of Section 6 below, to pay the Executive’s estate with respect to this Agreement, except 's Base Salary as in effect at the time of such termination for the payment lesser of any amount earned and owing under Section 3 through (i) the remainder of the then-current Term, or (ii) a period of twelve months from the effective date of such termination. In the event the Executive's employment terminates, whether during the Term or following the expiration of the Term, due to a Permanent Disability, the Company shall continue to pay the Executive's Base Salary as in effect at the time of such termination for a period of twelve months from the date of such disability commenced; provided, that such amounts shall be offset by any amounts otherwise paid to the Executive under the Company's then-existing disability program. In addition, earned but unpaid Base Salary as of the date of termination of employment shall be payable in full. The Executive shall be entitled to continued group hospitalization, health and dental care insurance for the Agreement and, if applicable, any payments set forth periods specified in Section 4.2 or Section 4.3, if applicablethe Comprehensive Omnibus Budget Reconciliation Act ("COBRA") upon payment by the Executive of the amounts specified under COBRA. (b) Notwithstanding any In the event that the Executive's employment hereunder terminates due to a Termination for Cause, death of the Executive, or the Executive terminates employment with the Company for reasons other provision of this Agreement than a Constructive Discharge, Permanent Disability or retirement pursuant to the contraryCompany's retirement plan (the "Retirement Plan"), earned but unpaid Base Salary as a condition of the Employer’s payment of any amount in connection with the Executive’s Termination of Employment, the Executive must execute within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance shall accrue from the date of termination of employment shall be payable in full. However, no other payments shall be made, or benefits provided, by the Executive’s Termination Company under this Agreement except for benefits payable under the Retirement Plan and benefits that have already become vested under the terms of Employment, with any accrued but unpaid severance being paid on employee benefit programs maintained by the date of the first payment Company or its affiliates for its employees and except as provided in Section 4.2 or Section 4.3, as applicableotherwise required by law. (c) Any actual or constructive termination For purposes of the Executive’s employment which 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. (d) If the Executive is a member of the Board of Directors and the Executive’s employment is terminated by the Employer or by the Executive pursuant to Section 4.1this Agreement, the Executive shall immediately resign from following terms have the Executive’s position on the Board(s) of Directors, effective no later than the date the Executive’s employment is terminated. (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 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. Payments (or portions thereof) that would be paid latest in time during the six-month period will be suspended first.meanings:

Effect of Termination of Employment. (a) Upon Executive’s Termination of Employment hereunder for any reason, the Employer shall have no further obligations to the Executive or If the Executive’s estate with respect employment terminates due to this Agreementa Without Cause Termination, except for as defined below, the payment of any amount earned and owing under Section 3 through Company will provide the effective date Executive nine (9) months’ Base Salary as in effect at the time of the termination plus an appropriately prorated amount of the previous year’s cash bonus on the Company’s regular payroll dates, less any amount the Executive receives from another employer. Additionally, the benefits and perquisites described in this Agreement andas in effect at the date of termination of employment will be continued for nine (9) months to the extent permissible under the law and consistent with the tax status of such benefit plans. Furthermore, if applicableall outstanding stock options, restricted stock, restricted stock units, and any payments set forth in Section 4.2 or Section 4.3, if applicableother unvested equity incentives shall become fully exercisable and vested as of the Date of Termination and shall remain exercisable for their stated terms. (b) Notwithstanding All Without Cause Termination severance compensation provided for herein shall be expressly conditioned upon the Executive executing an agreement that releases the Company and its officers, directors, employees, stockholders, consultants, affiliates, successors and assigns, from any other provision and all liability, causes of this Agreement to the contraryaction, as a condition of the Employer’s payment of suits, damages, claims and demands whatsoever arising from or resulting in any amount in connection with way from the Executive’s Termination of Employmentemployment with the Company or the Company’s operations, the Executive must execute within such period of time following Termination of Employment as is permitted by the Employer (including but not limited to any and not timely revoke during all contract and tort claims either directly or indirectly arising from or resulting in any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance shall accrue way from the date Company’s activities leading to or associated with the termination of employment. Notwithstanding the Executive’s Termination of Employmentforegoing, with any accrued but unpaid severance being paid on this Section 9(b) shall only be enforceable provided that the date of Company has obtained a similar provision in all outstanding Employment Agreement(s) for Vice President level position(s) within the first payment as provided in Section 4.2 or Section 4.3, as applicableCompany. (c) Any actual or constructive termination of If the Executive’s employment terminates due to Termination for Cause (as defined below), breach of this Agreement by Executive or resignation by Executive, earned but unpaid Base Salary will be paid on a pro-rated basis for the year in which does not rise to the level of a Termination of Employment shall not entitle the Executive to any of the termination occurs. No other payments will be made or benefits described in Section 4provided by the Company. (d) If the Executive is a member of the Board of Directors and the Executive’s employment is terminated by the Employer or by the Executive pursuant to Section 4.1For this Agreement, the Executive shall immediately resign from following terms have the Executive’s position on the Board(s) of Directors, effective no later than the date the Executive’s employment is terminated. (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 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. Payments (or portions thereof) that would be paid latest in time during the six-month period will be suspended first.meanings:

Effect of Termination of Employment. (a) Upon In the event the Executive’s Termination 's employment terminates, whether during the Term or following the expiration of Employment hereunder for any reasonthe Term, due to a Without Cause Termination, the Employer shall have no further obligations Company shall, as liquidated damages or severance pay, or both, continue, subject to the Executive or provisions of Section 6 below, to pay the Executive’s estate with respect to this Agreement, except 's Base Salary as in effect at the time of such termination for the payment greater of any amount earned and owing under Section 3 through (i) the remainder of the then-current Term, or (ii) a period of twelve months from the effective date of such termination. During the period that the Company is making payments pursuant to this Section 5(a), the Company shall continue to provide the Executive with continued group hospitalization, health and related insurance in lieu of any rights the Executive would otherwise have under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"). For purposes hereof, no Without Cause Termination shall be effective until 30 days after the Company has given notice of termination of to the Agreement and, if applicable, any payments set forth in Section 4.2 or Section 4.3, if applicableExecutive. (b) Notwithstanding any other provision of this Agreement to In the contraryevent the Executive's employment terminates, as a condition whether during the Term or following the expiration of the Employer’s payment of any amount in connection with Term, due to a Permanent Disability, the Company shall continue to pay the Executive’s Termination 's Base Salary as in effect at the time of Employment, the Executive must execute within such termination for a period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance shall accrue six months from the date of such termination; provided, that such amounts shall be offset by any amounts otherwise paid to the Executive’s Termination of EmploymentExecutive under the Company's then-existing disability program. In addition, with any accrued earned but unpaid severance being paid on Base Salary as of the date of termination of employment shall be payable in full. The Executive shall be entitled to continued group hospitalization, health and related insurance for the first payment as provided in Section 4.2 or Section 4.3, as applicableperiods specified under COBRA and the Company shall pay any related premiums for a period of up to twelve months following such termination. (c) Any actual In the event that the Executive dies or constructive the Executive's employment hereunder terminates due to a Termination for Cause or the Executive terminates employment with the Company for reasons other than Permanent Disability or retirement pursuant to any retirement plan then maintained by the Company, earned but unpaid Base Salary as of the date of termination of the Executive’s employment which does not rise shall be payable in full to the level of a Termination of Employment Executive or his legal representative. However, no other payments shall not entitle the Executive to any of the payments be made, or benefits described in Section 4provided, by the Company under this Agreement except for benefits that have already become vested under the terms of employee benefit programs maintained by the Company or its affiliates for its employees and except as otherwise required by law. (d) If For purposes of this Agreement, the following terms have the following meanings: (i) The term "Termination for Cause" means, to the maximum extent permitted by applicable law, a termination of the Executive's employment by the Company because the Executive is a member has (a) breached or failed to perform his duties under applicable law and such breach or failure to perform constitutes self-dealing, willful misconduct or recklessness, (b) committed an act of dishonesty in the performance of his duties hereunder or engaged in any conduct detrimental to the business or reputation of the Board Company, (c) been convicted of Directors a felony or misdemeanor involving moral turpitude, (d) breached or failed to perform his obligations and the Executive’s employment is terminated by the Employer duties hereunder, which breach or by the Executive pursuant to Section 4.1, failure the Executive shall immediately resign fail to remedy within 30 days after written demand from the Executive’s position on Company, or (e)violated the Board(s) representations made in Section 1 above or the provisions of Directors, effective no later than the date the Executive’s employment is terminatedSection 6 below. (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 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. 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. The Executive's employment may be terminated by the Company at any time Without Cause or for Cause (aeach as defined in Paragraph F below) Upon upon 60 days notice to the Executive’s Termination . The Executive may terminate his employment with the Company at any time upon 90 days notice with or without Good Reason. The Company must provide the Executive with at least 90 days prior written notice if the Company wishes to extend the Period of Employment. B. If Executive's employment is terminated at any time during the Period of Employment hereunder by the Company Without Cause (as defined in Paragraph F below) or by Executive for any reasonGood Reason (as defined in Paragraph F below), the Employer Company shall pay the Executive (or his surviving spouse, estate or personal representative, as applicable): (1) the greater of (x) a lump-sum amount equal to one year of Executive's Base Salary and (y) the Base Salary which would have no further obligations been paid to the Executive or the Executive’s estate with respect to this Agreement, except for the payment remaining Period of Employment (without giving effect to such termination), (2) a pro-rated incentive bonus based on actual calculations for the year in which the Executive is terminated (such pro-rated incentive bonus to be paid as soon as practicable after the financial results for that year become available), (3) any amount earned and owing but unpaid amounts due under Section 3 through the effective date of the termination of the Agreement andIV.A.iii, if applicableand (4) any earned but unpaid Base Salary and any earned but unpaid incentive compensation awards, any payments set forth in Section 4.2 or Section 4.3, if applicable. (b) Notwithstanding any other provision of this Agreement which shall be paid to the contrary, as Executive in a condition of the Employer’s payment of any amount in connection with the Executive’s Termination of Employment, the Executive must execute within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance shall accrue from lump sum after the date of such termination within the Executive’s Termination period required by law (but in no event later than 60 days after the date of Employment, with any accrued but unpaid severance being paid termination). All Options not vested as of the date of termination shall be cancelled on the date of the first payment termination. The benefits and perquisites described in this Agreement will terminate as provided of the date of such termination. C. If the Executive's employment terminates due to a Termination for Cause (as defined in Section 4.2 Paragraph F below), the Company shall pay the Executive (or Section 4.3his surviving spouse, estate or personal representative, as applicable): (1) any earned but unpaid amounts due under Section IV.A.iii and (2) any earned but unpaid Base Salary and any earned but unpaid incentive compensation awards, which shall be paid to the Executive in a lump sum after the date of such EXECUTION VERSION termination within the period required by law (but in no event later than 60 days after the date of termination). No other payments will be made or benefits or perquisites provided by the Company after the date of such termination. (c) Any actual or constructive D. Upon termination of the Executive’s 's employment other than for reasons due to death (as provided for in Section VII), disability (as provided for in Section VI), or pursuant to Paragraph B or E of this Section, the Period of Employment and the Company's obligation to make payments under this Agreement will cease as of the date of the termination, except as expressly provided in this Agreement; PROVIDED that the Company shall pay the Executive (or his surviving spouse, estate or personal representative, as applicable): (1) any earned but unpaid amounts due under Section IV.A.iii and (2) any earned but unpaid Base Salary and any earned but unpaid incentive compensation awards, which does not rise shall be paid to the level Executive in a lump sum after the date of such termination within the period required by law (but in no event later than 60 days after the date of termination). E. If the Company terminates Executive's employment Without Cause or Executive terminates his employment for Good Reason at the time during the Period of Employment within six months of a Termination Change in Control (as defined in Paragraph F below), the Company shall pay the Executive (or his surviving spouse, estate or personal representative, as applicable): (1) the greater of (x) a lump-sum amount equal to one year of Executive's Base Salary and (y) the Base Salary which would have been paid to the Executive for the remaining Period of Employment shall not entitle (without giving effect to such termination), (2) a pro-rated incentive bonus based on actual calculations for the Executive to any of the payments or benefits described year in Section 4. (d) If which the Executive is a member of the Board of Directors and the Executive’s employment is terminated by the Employer or by the Executive pursuant (such pro-rated incentive bonus to Section 4.1, the Executive shall immediately resign from the Executive’s position on the Board(s) of Directors, effective no later than the date the Executive’s employment is terminated. (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 after the end financial results for that year become available), (3) any earned but unpaid amounts due under Section IV.A.iii, and (4) any earned but unpaid Base Salary and any earned but unpaid incentive compensation awards, which shall be paid to the Executive in a lump sum after the date of such termination within the period required by law (but in no event later than 60 days after the date of termination). All Options not vested as of the six-month period following date of termination shall be cancelled on the date of the termination. The benefits and perquisites described in this Agreement will terminate as of the date of such effective date iftermination, PROVIDED, HOWEVER, that the Company shall continue to provide the Executive (and his eligible dependents) with the medical coverage provided to him immediately prior to the Executive’s Termination such termination for a period of Employmenttwelve (12) months after such termination. F. For this Agreement, the Executive is determined to be a “specified employee” (within following terms have 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. Payments (or portions thereof) that would be paid latest in time during the six-month period will be suspended first.meanings:

Effect of Termination of Employment. (ai) Upon Except as otherwise provided in Section 6(f)(ii) below, upon the termination of the Executive’s Termination of Employment 's employment hereunder for any reasonreason whatsoever prior to the expiration of the Employment Period, neither the Employer Executive nor his beneficiaries or estate shall have no any further obligations rights or claims against the Company or any of its subsidiaries or affiliates under this Agreement except to the Executive or the Executive’s estate with respect to this Agreement, except for the payment of receive any amount earned and owing under unpaid portion of the Base Salary and any earned and unpaid portion of a declared bonus provided for in Section 3 5(b), plus a cash payment for all accrued and unused vacation time through the effective date of such termination, and shall be entitled to exercise all options vested as provided for in this Agreement. (ii) Anything contained in this Agreement to the contrary notwithstanding, upon the termination of the Agreement andExecutive's employment hereunder prior to the Scheduled Termination Date pursuant to a Termination Without Cause or a Termination by Executive for Good Reason, if applicablethe Executive shall have the right, any payments set forth in addition to the rights provided for in Section 4.2 or 6(f)(i) above, to receive (i) twelve months severance (payable in such installments as the Base Salary was being paid immediately prior to such termination pursuant to Section 4.35(a)) equal to the then current Base Salary and (ii) all options granted hereunder (including the 1999 Options and the Non-Qualified Options) shall vest and Executive shall have 12 months (unless with respect to the 1999 Options, if applicablethe Option Plan shall require a shorter period) thereafter to exercise such options. (biii) Notwithstanding any other provision of this Agreement to Upon 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 within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance shall accrue from the date of the Executive’s Termination of Employment, with any accrued but unpaid severance being paid on the date of the first payment as provided in Section 4.2 or Section 4.3, as applicable. (c) Any actual or constructive termination of the Executive’s 's employment which does not rise hereunder prior to the level of Scheduled Termination Date pursuant to a Termination of Employment shall not entitle the Executive to any of the payments or benefits described in Section 4. (d) If the Executive is a member of the Board of Directors and the Executive’s employment is terminated by the Employer or by the Executive pursuant to Section 4.1for Cause, the Executive shall immediately resign from the Executive’s position on the Board(s) of Directors, effective no later than be entitled to receive his Base Salary pro rata to the date the Executive’s employment is terminated. (e) Notwithstanding of his Termination for Cause plus any provision in the Agreement to the contrarydeclared but unpaid bonus, 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, and shall be suspended and paid entitled to exercise all options vested as soon as practicable following the end of the six-month period following such effective date if, immediately prior to the Executive’s Termination time 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. Payments (or portions thereof) that would be paid latest in time during the six-month period will be suspended firsttermination for 30 days.

Effect of Termination of Employment. (a) Upon Executive’s Termination If you cease to be employed by the Company or an Affiliate, any portion of Employment hereunder the Option that was not vested on the date of your termination of employment shall be forfeited and any portion of the Option that was vested on the date of your termination of employment may be exercised until the earlier of (x) the Expiration Date and (y) the date that is three months after the date of your termination of employment. Notwithstanding the foregoing, the Option shall vest subject to the terms and conditions of this Agreement including the clawback and forfeiture provisions under Section 5 and Section 6 below:1 (i) If, within two years after the date of a consummation of a Change in Control that occurs after the Grant Date, the Company terminates your employment for any reason, reason other than for Cause (using 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 Agreement and, if applicable, any payments standard definition set forth in Section 4.2 2.8 of the Plan), death or Disability, or you terminate employment for Good Reason, the Option shall become immediately exercisable in full and the Option shall expire on the earlier of (x) the Expiration Date and (y) the date that is five years after the date of your termination of employment. (ii) [If the Company or an Affiliate terminates your employment involuntarily and not for Cause (using the standard definition set forth in Section 4.32.8 of the Plan), if applicableand your combined age and years of service with the Company or an Affiliate (pursuant to the method for crediting service under the Xxxxxx Savings plan) equal at least 70, then (A) any portion of the Option that has not vested as of the date of your termination of employment shall vest on a pro rata basis and become immediately exercisable, based on the number of full months of employment completed from the Grant Date to the date of your termination of employment divided by the number of full months in the vesting period for any unvested portion of the Option, (B) any portion of the Option that has not vested pursuant to the foregoing provisions shall be forfeited and (C) any portion of the Option that has vested (including any portion of the Option that has vested pursuant to the foregoing provisions) may be exercised until the earlier of (x) the Expiration Date and (y) the date that is five years after the date of your termination of employment;] (iii) [If you Retire (as defined in Section 4(c) below) on or after age 65 with five years of service with the Company or an Affiliate (pursuant to the method for crediting service under the Xxxxxx Savings plan) (“Normal Retirement”), the Option shall become immediately exercisable in full and may be exercised until the Expiration Date;] (iv) [If you Retire (as defined in Section 4(c) below) on or after age 55 with ten years of service with the Company or an Affiliate (pursuant to the method for crediting service under the Xxxxxx Savings plan) but before Normal Retirement (“Early Retirement”), then (A) any portion of the Option that has not vested as of the date of your Early Retirement shall vest on a pro rata basis and become immediately exercisable, based on the number of full months of employment completed from the Grant Date to the date of your Early Retirement divided by the number of full months in the vesting period for any unvested portion of the Option, (B) any portion of the Option that 1Note to Draft: The CEO has the flexibility, in his sole discretion, to include or exclude the Rule of 70 provision in Section 4(a)(ii). The intent is for the retirement provisions in Sections 4(a)(iii) and (iv) to be included in annual grants and to have the flexibility to include or exclude these provisions in off-cycle grants. has not vested pursuant to the foregoing provisions shall be forfeited and (C) any portion of the Option that has vested (including any portion of the Option that has vested pursuant to the foregoing provisions) may be exercised until the earlier of (x) the Expiration Date and (y) the date that is five years after the date of your Early Retirement;] (v) If you terminate employment with the Company or an Affiliate due to death, the Option shall become immediately exercisable in full and may be exercised until the earlier of (x) the Expiration Date and (y) the date that is five years after the date of your death. The Option may be exercised by your personal representative or the administrators of your estate or by any Person or Persons to whom the Option has been transferred by will or the Applicable Laws of descent and distribution; or (vi) If you terminate employment with the Company or an Affiliate on account of becoming Disabled (as defined below) while employed by the Company or an Affiliate, the Option shall become immediately exercisable in full as of the Disability Date (as defined below) and may be exercised until the earlier of (x) the Expiration Date and (y) the date that is five years after the date you are determined to be Disabled (the “Disability Date”). The Option may be exercised by your personal representative. For purposes of this Agreement, “Disabled” or “Disability” means (i) being treated as disabled under the applicable plan of long-term disability of the Company or an Affiliate; (ii) becoming eligible for disability benefits under the Social Security Act; or (iii) the Company, in its sole discretion, determines you to be “Disabled” for purposes of this Agreement. (b) Notwithstanding any other provision For purposes of this Agreement to the contraryAgreement, as a condition of the Employer’s payment of any amount in connection with the Executive’s Termination of Employment, the Executive must execute within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.Good Reason” Any payments of severance shall accrue from the date of the Executive’s Termination of Employment, with any accrued but unpaid severance being paid on the date of the first payment as provided in Section 4.2 or Section 4.3, as applicable. (c) Any actual or constructive termination of the Executive’s employment which 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. (d) If the Executive is a member of the Board of Directors and the Executive’s employment is terminated by the Employer or by the Executive pursuant to Section 4.1, the Executive shall immediately resign from the Executive’s position on the Board(s) of Directors, effective no later than the date the Executive’s employment is terminated. (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 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. Payments (or portions thereof) that would be paid latest in time during the six-month period will be suspended first.means:

Effect of Termination of Employment. A. The Executive's employment may be terminated by the Company at any time Without Cause or for Cause (aeach as defined in Paragraph F below) Upon upon 60 days notice to the Executive’s Termination . The Executive may terminate his employment with the Company (i) at any time during the First Year upon 120 days notice with or without Good Reason and (ii) at any time thereafter upon 90 days notice with or without Good Reason. B. If Executive's employment is terminated at any time during the Period of Employment hereunder by the Company Without Cause (as defined in Paragraph F below) or by Executive for any reasonGood Reason (as defined in Paragraph F below), the Employer Company shall pay the Executive (or his surviving spouse, estate or personal representative, as applicable): (1) the greater of (x) a lump-sum amount equal to one year of Executive's Base Salary and (y) the Base Salary which would have no further obligations been paid to the Executive or the Executive’s estate with respect to this Agreement, except for the payment remaining Period of Employment (without giving effect to such termination), (2) a pro-rated incentive bonus based on actual calculations for the year in which the Executive is terminated (such pro-rated incentive bonus to be paid as soon as practicable after the financial results for that year become available), (3) any amount earned and owing but unpaid amounts due under Section 3 through the effective date of the termination of the Agreement andIV.A.iii, if applicableand (4) any earned but unpaid Base Salary and any earned but unpaid incentive compensation awards, any payments set forth in Section 4.2 or Section 4.3, if applicable. (b) Notwithstanding any other provision of this Agreement which shall be paid to the contrary, as Executive in a condition of the Employer’s payment of any amount in connection with the Executive’s Termination of Employment, the Executive must execute within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance shall accrue from lump sum after the date of such termination within the Executive’s Termination period required by law (but in no event later than 60 days after the date of Employment, with any accrued but unpaid severance being paid termination). All Options not vested as of the date of termination shall be cancelled on the date of the first payment termination. The benefits and perquisites described in this Agreement will terminate as provided of the date of such termination. C. If the Executive's employment terminates due to a Termination for Cause (as defined in Section 4.2 Paragraph F below), the Company shall pay the Executive (or Section 4.3his surviving spouse, EXECUTION VERSION estate or personal representative, as applicable): (1) any earned but unpaid amounts due under Section IV.A.iii and (2) any earned but unpaid Base Salary and any earned but unpaid incentive compensation awards, which shall be paid to the Executive in a lump sum after the date of such termination within the period required by law (but in no event later than 60 days after the date of termination). No other payments will be made or benefits or perquisites provided by the Company after the date of such termination. (c) Any actual or constructive D. Upon termination of the Executive’s 's employment other than for reasons due to death (as provided for in Section VII), disability (as provided for in Section VI), or pursuant to Paragraph B or E of this Section, the Period of Employment and the Company's obligation to make payments under this Agreement will cease as of the date of the termination, except as expressly provided in this Agreement; PROVIDED that the Company shall pay the Executive (or his surviving spouse, estate or personal representative, as applicable): (1) any earned but unpaid amounts due under Section IV.A.iii and (2) any earned but unpaid Base Salary and any earned but unpaid incentive compensation awards, which does not rise shall be paid to the level Executive in a lump sum after the date of such termination within the period required by law (but in no event later than 60 days after the date of termination). E. If the Company terminates Executive's employment Without Cause or Executive terminates his employment for Good Reason at the time during the Period of Employment within six months of a Termination Change in Control (as defined in Paragraph F below), the Company shall pay the Executive (or his surviving spouse, estate or personal representative, as applicable): (1) the greater of (x) a lump-sum amount equal to one year of Executive's Base Salary and (y) the Base Salary which would have been paid to the Executive for the remaining Period of Employment shall not entitle (without giving effect to such termination), (2) a pro-rated incentive bonus based on actual calculations for the Executive to any of the payments or benefits described year in Section 4. (d) If which the Executive is a member of the Board of Directors and the Executive’s employment is terminated by the Employer or by the Executive pursuant (such pro-rated incentive bonus to Section 4.1, the Executive shall immediately resign from the Executive’s position on the Board(s) of Directors, effective no later than the date the Executive’s employment is terminated. (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 after the end financial results for that year become available), (3) any earned but unpaid amounts due under Section IV.A.iii, and (4) any earned but unpaid Base Salary and any earned but unpaid incentive compensation awards, which shall be paid to the Executive in a lump sum after the date of such termination within the period required by law (but in no event later than 60 days after the date of termination). All Options not vested as of the six-month period following date of termination shall be cancelled on the date of the termination. The benefits and perquisites described in this Agreement will terminate as of the date of such effective date iftermination, PROVIDED, HOWEVER, that the Company shall continue to provide the Executive (and his eligible dependents) with the medical coverage provided to him immediately prior to the Executive’s Termination such termination for a period of Employmenttwelve (12) months after such termination. F. For this Agreement, the Executive is determined to be a “specified employee” (within following terms have 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. Payments (or portions thereof) that would be paid latest in time during the six-month period will be suspended first.meanings:

Effect of Termination of Employment. (a) Upon If the Executive’s Termination of Employment hereunder for any reason's employment terminates due to a Without Cause Termination, as defined below, the Employer shall have no further obligations to Company will provide the Executive or twelve (12) months' Base Salary as in effect at 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 time of the termination plus an appropriately prorated amount of the Agreement andprevious year’s cash bonus on the Company’s regular payroll dates for such Base Salary or cash bonus. Additionally, if applicable, any payments set forth the benefits and perquisites described in Section 4.2 or Section 4.3, if applicable. (b) Notwithstanding any other provision of this Agreement as in effect at the date of termination of employment will be continued for twelve (12) months to the contraryextent permissible under the law and consistent with the tax status of such benefit plans. Additionally, as vesting will accelerate on the options held by Executive by twelve (12) months in the event of a condition Without Cause Termination. Subject to Section 12 below, the salary continuation payments described in this Section 8 will commence within fourteen (14) days of the EmployerCompany’s payment of any amount in connection with the Executive’s Termination of Employment, the Executive must execute within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance shall accrue from the date receipt of the Executive’s Termination executed general release of Employmentclaims under Section 8(b) of this Agreement, with any accrued but unpaid severance being paid on the date of the first payment as provided in Section 4.2 or Section 4.3, as applicable. (c) Any actual or constructive termination of the Executive’s employment which does not rise and to the level of a Termination of Employment extent permissible under Section 12 below, such salary continuation payments shall not entitle the Executive be made retroactive back to any of the payments or benefits described in Section 4. (d) If the Executive is a member of the Board of Directors and the Executive’s employment is terminated by the Employer or by the Executive pursuant to Section 4.1, the Executive shall immediately resign from the Executive’s position on the Board(s) of Directors, effective no later than the date the Executive’s employment is terminatedwith the Company terminates. (eb) 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, All severance compensation provided for herein shall be suspended and paid as soon as practicable following the end of the six-month period following such effective date if, immediately prior to expressly conditioned upon the Executive’s execution, delivery, and non-revocation of a general release of claims in the form set forth as Exhibit A, hereto. All severance compensation provided for herein shall be further expressly conditioned upon the Executive complying with all post-employment obligations set forth herein and set forth in the Indemnification Agreement and the Confidential Information and Inventions Agreement. (c) If the Executive's employment terminates due to Termination for Cause (as defined below), breach of Employmentthis Agreement by Executive or resignation by Executive, earned but unpaid Base Salary will be paid on a pro-rated basis for the year in which the termination occurs. No other payments will be made or benefits provided by the Company. (d) For this Agreement, the Executive is determined to be a “specified employee” (within following terms have 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. Payments (or portions thereof) that would be paid latest in time during the six-month period will be suspended first.meanings:

Effect of Termination of Employment. (a) Upon Executive’s Termination If you cease to be employed by the Company or an Affiliate, any portion of Employment hereunder the Option that was not vested on the date of your termination of employment shall be forfeited and any portion of the Option that was vested on the date of your termination of employment may be exercised until the earlier of (x) the Expiration Date and (y) the date that is three months after the date of your termination of employment. Notwithstanding the foregoing, the Option shall vest subject to the terms and conditions of this Agreement including the clawback and forfeiture provisions under Section 5 and Section 6 below: (i) If, within two years after the date of a consummation of a Change in Control that occurs after the Grant Date, the Company terminates your employment for any reason, reason other than for Cause (using 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 Agreement and, if applicable, any payments standard definition set forth in Section 4.2 2.8 of the Plan), death or Disability, or you terminate employment for Good Reason, the Option shall become immediately exercisable in full and the Option shall expire on the earlier of (x) the Expiration Date and (y) the date that is five years after the date of your termination of employment. (ii) [If the Company or an Affiliate terminates your employment involuntarily and not for Cause (using the standard definition set forth in Section 4.32.8 of the Plan), if applicablethen (A) any portion of the Option that has not vested as of the date of your termination of employment shall vest on a pro rata basis and become immediately exercisable, based on the number of full months of employment completed from the Grant Date to the date of your termination of employment divided by the number of full months in the vesting period for any unvested portion of the Option, (B) any portion of the Option that has not vested pursuant to the foregoing provisions shall be forfeited and (C) any portion of the Option that has vested (including any portion of the Option that has vested pursuant to the foregoing provisions) may be exercised until the earlier of (x) the Expiration Date and (y) the date that is five years after the date of your termination of employment;] (iii) [If you have attained at least age 55 and your age and service with the Company or an Affiliate (pursuant to the method for crediting service under the Xxxxxx Savings Plan) is equal to or greater than 75 at the time you Retire (as defined in Section 4(c) below) (“Normal Retirement”), the Option shall become immediately exercisable in full and may be exercised until the Expiration Date;] (iv) [If you Retire (as defined in Section 4(c) below) on or after age 55 with ten years of service with the Company or an Affiliate (pursuant to the method for crediting service under the Xxxxxx Savings plan) but before Normal Retirement (“Early Retirement”), then (A) any portion of the Option that has not vested as of the date of your Early Retirement shall vest on a pro rata basis and become immediately exercisable, based on the number of full months of employment completed from the Grant Date to the date of your Early Retirement divided by the number of full months in the vesting period for any unvested portion of the Option, (B) any portion of the Option that has not vested pursuant to the foregoing provisions shall be forfeited and (C) any portion of the Option that has vested (including any portion of the Option that has vested pursuant to the foregoing provisions) may be exercised until the earlier of (x) the Expiration Date and (y) the date that is five years after the date of your Early Retirement;] (v) If you terminate employment with the Company or an Affiliate due to death, the Option shall become immediately exercisable in full and may be exercised until the earlier of (x) the Expiration Date and (y) the date that is five years after the date of your death. The Option may be exercised only by the administrators of your estate; or (vi) If you terminate employment with the Company or an Affiliate on account of becoming Disabled (as defined below) while employed by the Company or an Affiliate, the Option shall become immediately exercisable in full as of the Disability Date (as defined below) and may be exercised until the earlier of (x) the Expiration Date and (y) the date that is five years after the date you are determined to be Disabled (the “Disability Date”). The Option may be exercised by your personal representative. For purposes of this Agreement, “Disabled” or “Disability” means (i) being treated as disabled under the applicable plan of long-term disability of the Company or an Affiliate; (ii) becoming eligible for disability benefits under the Social Security Act; or (iii) the Company, in its sole discretion, determines you to be “Disabled” for purposes of this Agreement. (b) Notwithstanding any other provision For purposes of this Agreement to the contraryAgreement, as a condition of the Employer’s payment of any amount in connection with the Executive’s Termination of Employment, the Executive must execute within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.Good Reason” Any payments of severance shall accrue from the date of the Executive’s Termination of Employment, with any accrued but unpaid severance being paid on the date of the first payment as provided in Section 4.2 or Section 4.3, as applicable. (c) Any actual or constructive termination of the Executive’s employment which 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. (d) If the Executive is a member of the Board of Directors and the Executive’s employment is terminated by the Employer or by the Executive pursuant to Section 4.1, the Executive shall immediately resign from the Executive’s position on the Board(s) of Directors, effective no later than the date the Executive’s employment is terminated. (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 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. Payments (or portions thereof) that would be paid latest in time during the six-month period will be suspended first.means:

Effect of Termination of Employment. (a) Upon ExecutiveA. If Employee’s Termination of Employment hereunder employment terminates for any reason other than Employee’s gross and willful misconduct, death, retirement (as defined in Section 3D), or disability (as defined in Section 3D), any portion of the Option that was exercisable as of the date of termination of employment shall be exercisable at any time within the period beginning on the day after termination of Employee’s employment and ending at the close of trading on the Exchange ninety (90) days later. B. If Employee’s employment terminates by reason of Employee’s gross and willful misconduct during employment, including, but not limited to, wrongful appropriation of Company or affiliate funds, serious violations of Company policy, breach of fiduciary duty or the conviction of a felony, the unexercised portion of the Option shall terminate as of the time of the misconduct. If the Company determines subsequent to the termination of Employee’s employment for whatever reason, that Employee engaged in conduct during employment that would constitute gross and willful misconduct justifying termination, the Employer Option shall terminate as of the time of such misconduct. Furthermore, if the Option is exercised in whole or in part and the Company thereafter determines that Employee engaged in gross and willful misconduct during employment which would have no further obligations justified termination at any time prior to the Executive date of such exercise, the Option shall be deemed to have terminated as of the time of the misconduct and the Company may elect to rescind the Option exercise. Gross and willful misconduct shall not include any action or inaction by the Executive’s estate Employee contrary to the direction of the Board with respect to this Agreementany initiative, except strategy or action of the Company, which action or inaction the Employee believes is in the best interest of the Company. C. If Employee shall die while employed by the Company or an affiliate and shall not have fully exercised the Option, all shares remaining under the Option shall become immediately exercisable. If Employee shall die within ninety (90) days after a termination of employment which meets the criteria of Section 3A above, only the portion of the Option for those shares that are vested as of the payment of any amount earned and owing under Section 3 through the effective date of termination shall be exercisable. The executor or administrator of Employee’s estate or any Transferee may exercise the portion of such exercisable Option at any time during a period beginning on the day after the date of Employee’s death and ending at the close of trading on the Exchange on the tenth anniversary of the Date of Grant. D. If Employee’s termination of employment is due to retirement or disability, all shares remaining under the Option shall become immediately exercisable. Employee shall be deemed to have retired if the termination of employment occurs for reasons other than the Agreement andEmployee’s gross and willful misconduct, death, or disability after Employee (i) has attained age 55 and 10 years of service with the Company or an affiliate, or (ii) has attained age 65. Employee shall be deemed to be disabled if applicable, any payments set forth in Section 4.2 or Section 4.3, if applicable. (b) Notwithstanding any other provision the termination of this Agreement employment occurs because Employee is unable to the contrary, work due to an impairment which would qualify as a condition disability under the Company’s long term disability program. Employee may exercise the portion of the Employer’s payment of Option remaining unexercised at any amount in connection with time during a period beginning on the Executive’s Termination of Employment, the Executive must execute within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance shall accrue from day after the date of Employee’s termination of employment and ending at the Executive’s Termination close of Employment, with any accrued but unpaid severance being paid trading on the Exchange on the tenth anniversary of the Date of Grant. If Employee should die during the period between the date of Employee’s retirement or disability and the first payment as provided in Section 4.2 or Section 4.3expiration of the Option, as applicablethe unexercised portion of the Option shall be exercisable at any time during a period beginning the CEO Grant day after the date of Employee’s death and ending at the close of trading on the Exchange on the tenth anniversary of the Date of Grant. (c) Any actual or constructive termination of the Executive’s employment which does not rise E. Notwithstanding anything to the level of a Termination of Employment shall not entitle the Executive to any of the payments or benefits described contrary contained in this Section 4. (d) If the Executive is a member of the Board of Directors and the Executive3, if Employee’s employment is terminated by the Employer or by the Executive pursuant to retirement (as defined in Section 4.1, the Executive shall immediately resign from the Executive’s position on the Board(s3D) of Directors, effective no later than the date the Executive’s employment is terminated. (e) Notwithstanding any provision in the Agreement and Employee has not given written notice to the contraryChair of the Committee, of Employee’s intention 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 retire not less than 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 if, immediately prior to the Executivedate of Employee’s Termination retirement, then in such event, for purposes of Employmentthis Agreement only, said termination of employment shall be deemed to be not a retirement but a termination subject to the Executive provisions of Section 3A, provided, however, that in the event that the Committee determines that said termination of employment without six (6) months prior written notice is determined in the best interests of the Company, such termination shall be deemed to be a “specified employee” (within retirement and shall be subject to Section 3D. F. If the meaning of Code Section 409A(a)(2)(B)(i)) Option is exercised by a Transferee or the executors or administrators of the Employer (estate of a deceased optionee, the Company shall be under no obligation to issue stock hereunder unless and until the Company is satisfied that the person(s) exercising the Option is the validly designated beneficiary or any related “service recipient” within the meaning duly appointed legal representative of Code the deceased optionee’s estate or the proper legatee or distributee thereof. G. For purposes of this Section 409A 3, if the last day of the relevant period is a day upon which the Exchange is not open for trading or the Common Stock is not trading on that day, the relevant period will expire at the close of trading on such earlier business day on which the Exchange is open 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. Payments (or portions thereof) that would be paid latest in time during the six-month period will be suspended firstCommon Stock is trading.

Effect of Termination of Employment. (ai) Upon Except as otherwise provided in Section 6(f)(ii) below, upon the termination of the Executive’s Termination of Employment 's employment hereunder for any reasonreason whatsoever prior to the expiration of the Employment Period, neither the Employer Executive nor his beneficiaries or estate shall have no any further obligations rights or claims against the Company or any of its subsidiaries or affiliates under this Agreement except to the Executive or the Executive’s estate with respect to this Agreement, except for the payment of receive any amount earned and owing under unpaid portion of the Base Salary and any earned and unpaid portion of a declared bonus provided for in Section 3 5(b), plus a cash payment for all accrued and unused vacation time through the effective date of such termination, and shall be entitled to exercise all options vested as provided for in this Agreement. (ii) Anything contained in this Agreement to the contrary notwithstanding, upon the termination of the Agreement andExecutive's employment hereunder prior to the Scheduled Termination Date pursuant to a Termination Without Cause or a Termination by Executive for Good Reason, if applicablethe Executive shall have the right, any payments set forth in addition to the rights provided for in Section 4.2 or 6(f)(i) above, to receive (i) twelve months severance (payable in such installments as the Base Salary was being paid immediately prior to such termination pursuant to Section 4.35(a)) equal to the then current Base Salary and (ii) all options granted hereunder (including the 1999 Options and the Non-Qualified Options) shall vest and Executive shall have 12 months (unless with respect to the 1999 Options, if applicablethe Option Plan shall require a shorter period) thereafter to exercise such options. (biii) Notwithstanding any other provision of this Agreement to Upon 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 within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance shall accrue from the date of the Executive’s Termination of Employment, with any accrued but unpaid severance being paid on the date of the first payment as provided in Section 4.2 or Section 4.3, as applicable. (c) Any actual or constructive termination of the Executive’s 's employment which does not rise hereunder prior to the level of Scheduled Termination Date pursuant to a Termination of Employment shall not entitle the Executive to any of the payments or benefits described in Section 4. (d) If the Executive is a member of the Board of Directors and the Executive’s employment is terminated by the Employer or by the Executive pursuant to Section 4.1for Cause, the Executive shall immediately resign from the Executive’s position on the Board(s) of Directors, effective no later than be entitled to receive his Base Salary pro rata to the date the Executive’s employment is terminated. (e) Notwithstanding of his Termination for Cause plus 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, declared but unpaid bonus and shall be suspended and paid entitled to exercise all options vested as soon as practicable following the end of the six-month period following such effective date if, immediately prior to the Executive’s Termination time 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. Payments (or portions thereof) that would be paid latest in time during the six-month period will be suspended firsttermination for 30 days.

Effect of Termination of Employment. (a) Upon the termination of the Executive’s Termination of Employment hereunder 's employment for any reasonCause, neither the Employer Executive nor the Executive's beneficiaries or estate shall have no any further obligations to rights under this Agreement or any claims against the Executive or the Executive’s estate with respect to Company arising out of this Agreement, except the right to receive (i) the unpaid portion of the Base Salary provided for in Section 4.1, computed on a pro rata basis to the payment of Termination Date (the "Unpaid Salary Amount"), (ii) reimbursement for any amount earned expenses for which the Executive shall not have theretofore been reimbursed, (the "Expense Reimbursement Amount") and owing under Section 3 (iii) unpaid amounts owed to the Executive for accrued and unused vacation days through the effective date of Termination Date (the "Vacation Amount"). b) Upon the termination of the Executive's employment for other than Cause including without Cause, or for a Disability, neither the Executive nor the Executive's beneficiaries or estate shall have any further rights under this Agreement and, if applicable, or any payments set forth in Section 4.2 or Section 4.3, if applicable. (b) Notwithstanding any other provision claims against the Company arising out of this Agreement Agreement, except the right to receive (i) the Unpaid Salary Amount as defined in (a) above, (ii) the Expense Reimbursement Amount as defined in (a) above, (iii) the Vacation Amount as defined in (a) above and (iv) severance compensation equal to the contraryBase Salary for Twelve (12) months, as a condition 50% of the Employer’s payment of any amount in connection with the Executive’s Termination of Employment, the Executive must execute within such period of time following Termination of Employment as which is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance shall accrue from the date of the Executive’s Termination of Employment, with any accrued but unpaid severance being paid payable on the date Termination Date and 50% of which is payable in equal monthly installments during the first payment as provided in Section 4.2 or Section 4.3, as applicable. (c) Any actual or constructive termination of the Executive’s employment which 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. (d) If the Executive is a member of the Board of Directors and the Executive’s employment is terminated by the Employer or by the Executive pursuant to Section 4.1, the Executive shall immediately resign from the Executive’s position on the Board(s) of Directors, effective no later than the date the Executive’s employment is terminated. (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 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 commencing thirty (30) days following the end Termination Date and continuing for a period of such six-month period. Payments six months thereafter. c) In the event of an early termination of this Agreement, all options granted to the Executive that have been vested pursuant to Section 4 shall be exercisable in accordance with the standard Option Agreement that the Company requires its executives and employees to execute and shall be deemed null and void if they are not exercised within the period provided in the Option Agreement or one year (or portions thereof1) that would be paid latest in time during whichever is later, along with any and all unvested portion of the six-month period will be suspended firstoptions and Company's obligations under Section 4 shall terminate.

Effect of Termination of Employment. (a) Upon ExecutiveIn the event Employee’s Termination of Continuous Employment hereunder for any reason, the Employer shall have no further obligations is terminated prior to the Executive or relevant Vesting Date on account of Employee’s death, and if Employee had otherwise met the Executiverequirements of Continuous Employment, Non- competition and No Improper Conduct from the Grant Date through the date of such death, then Employee’s estate unvested RSUs shall immediately vest in full upon death and Employee’s rights hereunder with respect to this Agreementany such RSUs shall inure to the benefit of Employee’s executors, except for the payment of any amount earned administrators, personal representatives and owing under Section 3 through the effective date of the termination of the Agreement and, if applicable, any payments set forth in Section 4.2 or Section 4.3, if applicableassigns. (b) Notwithstanding any other provision of this Agreement In the event Employee’s Continuous Employment is terminated prior to the contraryrelevant Vesting Date on account of Employee’s Retirement (as defined below), as a condition and if Employee had otherwise met the requirements of the Employer’s payment of any amount in connection with the Executive’s Termination of Continuous Employment, Non-competition and No Improper Conduct from the Executive must execute within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance shall accrue from Grant Date through the date of such Retirement, and provided that Employee continues to meet the Executiverequirements of Non-competition and No Improper Conduct, then Employee’s Termination of Employmentrights hereunder with respect to any outstanding, with any accrued but unpaid severance being paid on unvested RSUs shall continue in the date 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 Grant Date, then that portion of RSUs equal to the total number of RSUs granted hereunder multiplied by the ratio of (i) the number of days after the termination date and before the first payment anniversary of the Grant Date, over (ii) the number 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, “Retirement” shall mean termination of employment on account of Disability (as provided defined in Section 4.2 2.15 of the Plan) or Section 4.3, as applicableby 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. (c) Any actual or constructive termination In the event Employee’s Continuous Employment is terminated prior to the relevant Vesting Date for any reason other than those specified in (a) and (b) above, Employee shall immediately forfeit all of the Executive’s employment which 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 4unvested RSUs granted hereunder. (d) If In the Executive is event Employee’s employment or service with the Company and its Subsidiaries terminates as the result of a member Divestiture, defined as either (i) the disposition by the Company or a Subsidiary of all or a portion of the Board assets used by the Company or Subsidiary in a trade or business, for which the participant works, to an unrelated corporation or entity and which results in the participant ceasing to be employed by the Company or a Subsidiary or (ii) the disposition by the Company of Directors its equity interest in a Subsidiary that employs the participant 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. then: (i) All unvested or unexercisable SARs shall be deemed fully vested and exercisable as of the Divestiture, and shall remain outstanding until the earlier of the end of their original term and twelve months following the Divestiture; (ii) All unvested RSUs shall be deemed fully vested as of the Divestiture, but shall be settled (in shares of the Company’s common stock or cash, as provided for in the participant’s award agreement) at the same time(s) the RSUs would otherwise have been settled had no Divestiture occurred and the Executiveparticipant remained in the employment or service of the Company through the applicable vesting and payment dates under the award. Notwithstanding the foregoing, in lieu of the foregoing, the Company may, in its discretion, “terminate and liquidate” the RSUs in accordance with Treas. Reg. Section 1.409A-3(j)(4)(ix) (provided that the Divestiture would be a “change in control event” with respect to the participant’s employment is terminated by the Employer or by the Executive employer under Xxxxx. Reg. Section 1.409A-3(i)(5) pursuant to an irrevocable action taken within 30 days preceding or 12 months following the Divestiture, provided that the Company (i) terminates and liquidates all plans and agreements that are treated as being aggregated with the RSUs under Treas. Reg. Section 4.11.409A-1(c)(2) with respect to all divested participants, (ii) settles the Executive shall immediately resign from the Executive’s position on the Board(s) RSUs within 12 months of Directors, effective no later than the date the ExecutiveCompany takes such irrevocable action, and (iii) otherwise complies with the requirements of Code Section 409A. The Chief Executive Officer of the Company shall have the authority to exercise the Company’s employment discretion to terminate and liquidate the RSUs, provided that if any divested participant is terminatedan executive officer of the Company, then only the Committee shall have such authority. (eiii) Notwithstanding any provision All unvested PSUs for which the performance period has not been completed as of the Divestiture shall be deemed vested upon the Divestiture assuming target performance goals were achieved, and unvested PSUs for which the performance period has been completed as of the Divestiture shall vest upon the Divestiture based on actual performance results, and all such PSUs shall be settled (in shares of the Company’s common stock or cash, as provided for 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 (6participant’s award agreement) months following the effective date of Termination of Employment, shall be suspended and paid as soon as reasonably practicable following the end Divestiture. Except as set forth in paragraph 8(a) above, no other transfer of the six-month period following such effective date if, immediately prior rights with respect 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 RSUs shall be paid as a lump sum within thirty (30) days following the end of such six-month period. Payments (or portions thereof) that would be paid latest in time during the six-month period will be suspended firstpermitted pursuant to this Agreement.

Effect of Termination of Employment. (a) Upon Executive’s Termination of Employment hereunder for any reason, the Employer shall have no further obligations to the Executive or the Executive’s estate with respect to this Agreement, except for (1) the payment of any amount earned and owing under this Agreement; (2) the reimbursement of any expenses under Section 3 through 3.7; and (3) the effective date of the termination of the Agreement and, if applicable, any payments payment set forth in Section 4.2 or Section 4.34.2, if applicable. (b) 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 EmploymentEmployment pursuant to Section 4.2(a) or Section 4.2(b), the Executive must execute within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) therein, a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance provided by the Employer. The Employer shall accrue from 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 Executive’s Termination of Employment, with any accrued but unpaid severance being paid on the date of the first payment as provided in Section 4.2 or Section 4.3, as applicable. (c) Any actual or constructive termination of the Executive’s employment which 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. (d) If the Executive is a member of the Board of Directors and the Executive’s employment is terminated by the Employer or by the Executive pursuant to Section 4.1, the Executive shall immediately resign from the Executive’s position on the Board(s) of Directors, effective no later than the date the Executive’s employment is terminated. (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 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. Payments . (d) If the Executive is a member of the board of directors of either the Company or portions thereofany Affiliate of the Company and the Executive’s employment is terminated by the Employer or by the Executive pursuant to Section 4.1, the Executive shall immediately resign from the Executive’s position(s) that would on such board(s) of directors, effective no later than the effective date of the Termination of Employment. (e) Notwithstanding anything contained in this Agreement to the contrary, no payments shall be paid latest made pursuant to Section 4 or any other provision herein in time during contravention of the six-month period will be suspended firstrequirements of Section 18(k) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. Section 1828(k)).

Effect of Termination of Employment. (a) Upon Executive’s Termination 1. If the employment of Employment hereunder Grantee by the Company is terminated for any reasonCause, all the Employer shall have no further obligations to the Executive or the Executive’s estate with respect to rights of Grantee under this Agreement, except whether or not exercisable, shall terminate immediately. 2. If the employment of Grantee is terminated for any reason other than for Cause, Retirement, death or Disability, unless otherwise specified herein, all the rights of Grantee under this Agreement then exercisable shall remain exercisable at any time within ninety (90) days after the date of such termination, but in no event beyond the Expiration Date. 3. In the event of Grantee’s Retirement, this Option shall be exercisable at any time within two (2) years after the date of Retirement, but in no event beyond the Expiration Date, and only to the extent the Option was exercisable at the date of Retirement. 4. In the event of death or Disability of Grantee while in the employ of the Company, this Option shall become immediately exercisable and shall remain exercisable by Grantee or the person or the persons to whom those rights pass by will or by the laws of descent and distribution or, if appropriate, by the legal representative of the Grantee or the estate of the Grantee at any time within two (2) years after the date of such death or Disability, regardless of the Expiration Date. 5. In the event of a Change in Control, as defined in the Plan, the Option granted in Section I shall become fully vested and immediately exercisable in its entirety. In addition, Optionee will be permitted to surrender for cancellation within sixty (60) days after a Change in Control, any portion of this Option to the extent not yet exercised and Optionee will be entitled to receive a payment in an amount equal to the excess, if any, of any amount earned and owing (x) the greater of (1) the Fair Market Value on the date of surrender of the Shares subject to this Option or portion thereof surrendered, or (2) the Fair Market Value, as Adjusted, of the Shares subject to this Option or portion thereof surrendered, over (y) the aggregate purchase price for such Shares under Section 3 through this Option or portion thereof surrendered. The form of payment shall be determined by the effective Committee. In the event Optionee’s employment with the Company is terminated other than for Cause within three (3) years following a Change in Control, each Option held by the Optionee that was exercisable as of the date of termination of the Optionee’s employment or service shall remain exercisable for a period ending the earlier of the second anniversary of the termination of the Agreement and, if applicable, any payments set forth in Section 4.2 Optionee’s employment or Section 4.3, if applicable. (b) Notwithstanding any other provision of this Agreement to the contrary, as a condition expiration of the Employer’s payment of any amount in connection with the Executive’s Termination of Employment, the Executive must execute within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance shall accrue from the date stated term of the Executive’s Termination of Employment, with any accrued but unpaid severance being paid on the date of the first payment as provided in Section 4.2 or Section 4.3, as applicableOption. (c) Any actual or constructive termination of the Executive’s employment which 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. (d) If the Executive is a member of the Board of Directors and the Executive’s employment is terminated by the Employer or by the Executive pursuant to Section 4.1, the Executive shall immediately resign from the Executive’s position on the Board(s) of Directors, effective no later than the date the Executive’s employment is terminated. (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 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. 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 Executive’s Termination of Employment hereunder for any reason, 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 Agreement and, if applicable, any payments set forth in Section 4.2 or Section 4.3, if applicable. (b) 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 within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance shall accrue from the date of the Executive’s Termination of Employment, with any accrued but unpaid severance being paid on the date of the first payment as provided in Section 4.2 or Section 4.3, as applicable. (c) Any actual or constructive termination of the Executive’s employment which 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. (d) If the Executive is a member of the Board of Directors and the Executive’s employment is terminated by the Employer or by the Executive Corporation pursuant to Section 4.12.1(a), or if the Executive resigns for Good Reason pursuant to Section 2.1(e), the Corporation shall pay the Executive (x) within 30 days of the date of termination, unreimbursed business expenses and accrued but unpaid Base Compensation through the date of termination, (y) when amounts are payable to other executives, any earned but unpaid annual bonus for the fiscal year prior to the fiscal year that includes the year of Executive’s termination of employment and (z) amounts or benefits due under any benefit plan, program or arrangement or payroll practice in accordance with the terms of such plan, program, arrangement or payroll practice (such amounts, including the payment timing thereof, the “Accrued Benefits”). The Executive shall also be entitled to the following: (i) Severance. Subject to Section 2.4(a)(v) and Section 4.1(a) hereof, the Corporation shall: (a) beginning with the first payroll period following the 30th day following the date of termination of Executive’s employment, continue to pay the Executive, in accordance with the Corporation’s normal payroll practice, her Base Compensation, as in effect immediately prior to such termination of employment, for the longer of the balance of the Term (up to a maximum of two (2) years) and the one year period commencing on the date of such termination (the “Severance Period”), provided that the initial payment shall include Base Compensation amounts for all payroll periods from the date of termination through the date of such initial payment; (b) pay to the Executive, when bonuses for the year of termination would otherwise be paid, a Pro-Rata Actual Annual Incentive Bonus (as defined below); and (c) pay to the Executive, on the last business day of the Severance Period, an amount equal to 150% of Executive’s Base Compensation as in effect immediately prior to such termination of employment. For purposes of this Agreement, the term “Pro Rata Actual Annual Incentive Bonus” means the annual bonus based on actual results for the fiscal year in which the Executive’s termination occurs, multiplied by a fraction, the numerator of which is the number of days from the first day of the fiscal year in which such termination occurs until the date of termination and the denominator of which is 365. Notwithstanding the foregoing, in order to receive any severance benefits under this Section 2.4(a)(i), the Executive shall immediately resign from must sign and not timely revoke a release and waiver of claims against the Executive’s position on the Board(s) of DirectorsCorporation, effective no later than the date the Executive’s employment is terminated. (e) Notwithstanding any provision its successors, affiliates, and assigns, in the Agreement a form acceptable to the contrary, to the extent necessary to avoid the imposition of tax Corporation 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 if, immediately or prior to the 30th day following the date of termination of 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. Payments (or portions thereof) that would be paid latest in time during the six-month period will be suspended firstemployment.

Effect of Termination of Employment. (a) Upon Executive’s Termination of Employment hereunder for any reason, 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 Executive’s employment with the Agreement andCombined Group or an Affiliate, if applicable, any payments set forth in Section 4.2 or Section 4.3, if applicable.the Restrictions on the unreleased Restricted Stock shall be released according to the following: (bi) Notwithstanding any other provision of this Agreement to In the contrary, as a condition of the Employer’s payment of any amount in connection with the event Executive’s Termination employment terminates by reason of Employmentdeath or Disability, the Executive must execute within such period of time following Termination of Employment as is permitted by Restrictions on the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance Restricted Stock shall accrue from the date of the Executive’s Termination of Employment, with any accrued but unpaid severance being paid lapse on the date of Executive’s death or Disability and the first payment as provided in Section 4.2 or Section 4.3, as applicableRestricted Stock shall become released Restricted Stock. (cii) Any actual or constructive termination of In the Executive’s employment which 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. (d) If the Executive is a member of the Board of Directors and the event Executive’s employment is terminated by the Employer or Combined Group and its Affiliates other than for Cause (as defined below) (and other than by the Executive pursuant to Section 4.1reason of Disability), the Restrictions on the Restricted Stock shall lapse (and the Restricted Stock shall vest and become released Restricted Stock) in accordance with the schedule set forth in Section 3 (without regard to the requirement that Executive remain employed by a member of the Combined Group or an Affiliate); provided, that all unreleased Restricted Stock issued hereunder and all rights under this Agreement shall immediately resign from the be forfeited upon Executive’s position on violation of the Board(sprovisions of Section 10 (Non-competition) or Section 11 (Non-disclosure) of Directors, effective no later than the date the Executive’s employment is terminatedthis Agreement. (eiii) In the event Executive voluntarily terminates employment as a direct result of Executive being diagnosed with a terminal medical condition, the Restrictions on the Restricted Stock shall lapse (and the Restricted Stock shall vest and become released Restricted Stock) on the earlier of Executive’s death or the schedule set forth in Section 3; provided, that all unreleased Restricted Stock issued hereunder and all rights under this Agreement shall be forfeited upon Executive’s violation of the provisions of Section 10 (Non-competition) or Section 11 (Non-disclosure) of this Agreement. (b) In the event Executive attains Retirement Age while in the employ of the Combined Group or an Affiliate and becomes subject to income tax withholding obligations as a direct result thereof, the Restrictions on 50% of the Restricted Stock shall lapse (and such portion of the Restricted Stock shall vest and become released Restricted Stock) on the date Executive attains Retirement Age. The Restrictions on the remaining 50% of Restricted Stock shall lapse in accordance with the schedule set forth in Section 3. (c) Notwithstanding any provision in the Agreement anything herein to the contrary, but subject to Section 5(a) above, no release of Restricted Stock shall be made, and all unreleased Restricted Stock issued hereunder and all rights under this Agreement shall be forfeited, if any of the extent necessary following events shall occur: (i) Executive’s employment with the Combined Group or an Affiliate is terminated for Cause; (ii) Executive voluntarily terminates employment with the Combined Group and its Affiliates prior to avoid attaining Retirement Age unless such voluntary termination is directly related to death, Disability or Executive being diagnosed with a terminal medical condition; (iii) Executive shall engage in competition, as more particularly described in Section 10 hereof, in violation of the imposition provisions of Section 10, either (A) during the term of his employment with the Combined Group and its Affiliates; (B) following Executive’s voluntary termination of his employment with the Combined Group and its Affiliates; or (C) following the termination by the Combined Group and its Affiliates of Executive’s employment for any reason; or (iv) Executive violates the nondisclosure provisions set forth in Section 11 hereof. (d) Following Executive’s termination of employment with the Combined Group or an Affiliate for any reason, Executive (or Executive’s beneficiary, if applicable) must provide for all released Restricted Stock (including those Shares released pursuant to this Agreement as well as any Shares released under any other similar agreement, whether on account of termination or previously released in connection with the vesting terms of such similar agreement) to be liquidated or transferred to a third party broker after all required documentation and tax on the Executive under Code Section 409A, any payments that are otherwise payable to the Executive within the first withholding guidance is received no later than six (6) months following the effective later of (i) Executive’s date of Termination of Employmenttermination or (ii) the latest date on which restrictions lapse with respect to the Shares (whether under this Agreement or a similar agreement) occurring following Executive’s termination. If Executive (or Executive’s beneficiary, shall be suspended and paid as soon as practicable following applicable) fails to liquidate or transfer the Shares prior to the end of the six-applicable six month period following period, the Company is hereby authorized and directed by Executive to either, in the Company’s discretion: (i) sell any such effective date if, immediately prior to the remaining Shares on 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 Executive’s beneficiary’s) behalf on 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 next trading date following the end of such six-month period. Payments period on which the Company is not prohibited from selling such Shares; or (ii) to transfer such Shares to the Company’s stock transfer agent for registration in Executive’s (or portions thereofExecutive’s beneficiary’s) that would name. The Company will not be paid latest responsible for any gain or loss or taxes incurred with respect to the released Restricted Stock in time during the six-month period will be suspended firstconnection with such liquidation or transfer.

Effect of Termination of Employment. (a) Upon Executive’s Termination of Employment hereunder for any reason, 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 For all purposes of the Agreement andand this Exhibit A, if applicablethe term "Employment Termination Date" shall mean the earlier of: (i) the date, as determined by the Company, that Optionee is no longer actively employed by the Company or an Affiliate of the Company, and in the case of an involuntarily termination, such date shall not be extended by any payments set forth in Section 4.2 notice period mandated under local law (e.g., active employment would not include a period of "garden leave" or Section 4.3similar period pursuant to local law); or (ii) the date, if applicableas determined by the Company, that Optionee's employer is no longer an Affiliate of the Company. (b) Notwithstanding In the event the Optionee ceases to be an employee of the Company or any of its Affiliates for any reason other provision of this Agreement than death, Optionee shall have the right to exercise the Option at any time within one year after the Employment Termination Date to the contrary, as a condition extent of the Employer’s payment number of any amount in connection with vested shares Optionee was entitled to purchase under the Executive’s Termination of Employment, the Executive must execute within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance shall accrue from the date of the Executive’s Termination of Employment, with any accrued but unpaid severance being paid Option on the date of Employment Termination Date, subject to the first payment as provided in Section 4.2 or Section 4.3, as applicablecondition that no Option shall be exercisable after the Expiration Date. (c) Any actual or constructive termination In the event the Optionee dies while an employee of the Executive’s employment which does not rise Company or any of its Affiliates or within three months after the Employment Termination Date, this Option may be exercised at any time within two years after his or her death by the executors or administrators of Optionee, or by any person or persons to whom the Option is transferred by the prior designation of a beneficiary or the applicable laws of descent and distribution, to the level of a Termination of Employment shall not entitle the Executive to any extent of the payments or benefits described in Section 4number of vested shares Optionee was entitled to purchase under the Option on the date of death, subject to the condition that no Option shall be exercisable after the Expiration Date. (d) If Except as set forth in Section 3(e) below, no further vesting of this Option shall occur after the Executive Employment Termination Date, and this Option shall be exercisable in accordance with this Section 3 following the Employment Termination Date only to the extent that it is a member of exercisable on the Board of Directors and the Executive’s employment is terminated by the Employer or by the Executive Employment Termination Date, pursuant to the vesting schedule set forth in the Agreement and Section 4.1, the Executive shall immediately resign from the Executive’s position on the Board(s) of Directors, effective no later than the date the Executive’s employment is terminated2 hereof. (e) Notwithstanding any provision in the Agreement If Optionee's Employment Termination Date occurs prior to the contrarydate which is six months after the date of grant of the Option, and if the reason for Optionee's termination of employment is any reason other than: (i) voluntary resignation or retirement by Optionee; or (ii) discharge by the Company for "Cause," then twenty percent (20%) of the aggregate number of shares covered by this Option shall immediately vest and become exercisable on the Employment Termination Date. The Option, 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 Employmentit becomes vested, shall be suspended and paid as soon as practicable following exercisable for the end time period described in Section 3(b) or (c), whichever is applicable. For purposes of the six-month period following such effective date if, immediately prior to the Executive’s Termination of Employmentthis Section 3(e), 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. Payments (or portions thereof) that would be paid latest in time during the six-month period will be suspended first.term "

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 Executive’s Termination If this Agreement is terminated pursuant to Section 4(a) or (b), Executive (or her estate) shall receive his annual base salary and benefits (as applicable) for the remainder of Employment hereunder the calendar month in which such termination occurs and for any reason, the Employer shall have no further obligations a period of twelve (12) calendar months thereafter (according to the same payroll practices in effect at the time of termination). In addition, Executive (or her estate) shall receive a lump sum payment, within ten days of any such termination, equal to the Executive’s estate with respect to this Agreementmaximum bonus for which Executive was eligible in the year in which such termination occurs, except plus payment of accrued but untaken vacation for the payment of any amount earned and owing under Section 3 through the effective date portion of the year in which such termination occurs. Notwithstanding the terms of the Agreement andStock Plan and any Awards (as defined in the Stock Plan) granted to Executive thereunder, if applicable, any payments set forth in Section 4.2 or Section 4.3, if applicableall such Awards outstanding immediately prior to such termination shall immediately become exercisable. (b) Notwithstanding any other provision of If 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 within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided terminated pursuant to such releaseSection 4(c) a release or 4(g), Executive shall receive her annual base salary and non-disparagement agreement in substantially benefits (including her vested Awards under the form attached hereto as Exhibit “A.” Any payments of severance shall accrue from Stock Plan) accrued through the date of such termination of employment. Any unvested Awards under the Executive’s Termination of Employment, with any accrued but unpaid severance being paid on the date terms of the first payment as provided in Section 4.2 or Section 4.3, as applicableStock Plan shall be forfeited. (c) Any actual or constructive termination If this Agreement is terminated pursuant to Section 4(d), Executive shall receive her annual base salary for the remainder of the Executive’s employment calendar year in which does not rise to such termination occurs and benefits (as applicable) for the level of a Termination of Employment shall not entitle the Executive to any remainder of the payments Initial Period or benefits described the applicable Annual Extension, as the case may be. In addition, Executive shall receive a lump sum payment equal to her then current annual base salary, plus payment of accrued but untaken vacation for the portion of the year in Section 4which such termination occurs. Notwithstanding the terms of the Stock Plan and any Awards granted to Executive thereunder, all such Awards outstanding immediately prior to such termination shall immediately become exercisable. (d) If the Executive is a member of the Board of Directors and the Executive’s employment this Agreement is terminated by the Employer or by the Executive pursuant to Section 4.14(e), the Executive shall immediately resign from the Executive’s position on the Board(sreceive her annual base salary and benefits (as applicable) for a period of Directors, effective no later than twelve (12) calendar months after the date of such termination. occurs. Any unvested Awards under the Executive’s employment is terminatedterms of the Stock Plan shall be forfeited. (e) Notwithstanding any provision If this Agreement is terminated pursuant to Section 4(f), Executive shall receive her annual base salary for the remainder of the 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 Agreement to year in which such termination occurs. Notwithstanding 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 terms of the six-month period following Stock Plan and any Awards granted to Executive thereunder, all such effective date if, Awards outstanding immediately prior to such termination shall immediately become exercisable. (f) All shares of stock, options and warrants held by Executive at the Executive’s Termination time of Employment, termination shall remain subject to the Executive is determined to be a “specified employee” (within the meaning of Code Section 409A(a)(2)(B)(i)) terms of the Employer (or any related “service recipient” within the meaning of Code Section 409A Stock Plan 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. Payments (or portions thereof) that would be paid latest in time during the six-month period will be suspended firstagreements pursuant to which they were issued.

Effect of Termination of Employment. (a) Upon In the event the Executive’s 's employment terminates, during the Term, due to either a Without Cause Termination or a Change of Employment hereunder Control, as liquidated damages or severance pay, or both, the Executive shall be entitled to a lump sum payment equal to three (3) times (i) the Base Salary as in effect at the time of such termination plus (ii) the annual bonus paid to the Executive in the year prior to such termination. In the event Executive's employment terminates during the Term due to a Constructive Discharge, if the balance of the Term is one year or more, Executive shall be paid his Base Salary as in effect at the time of such termination for the balance of the Term, and if the balance of the Term is less then one year, Executive shall be paid his Base Salary as in effect at the time of such termination for one year. In the event the Executive's employment terminates due to a Permanent Disability, the Company shall continue to pay the Executive's Base Salary as in effect at the time of such termination for a period of one (1) year from the date such disability commenced; provided, that such amounts shall be offset by any amounts otherwise paid to the Executive under the Company's then-existing disability program. In the event the Executive's employment terminates during the Term due to the death of the Executive, the Company shall continue to pay, to the Executive's estate, the Executive's Base Salary as in effect at the time of such termination for a period of six (6) months from the date such death. In addition, earned but unpaid Base Salary as of the date of termination of employment shall be payable in full. The Executive shall be entitled to continued group hospitalization, health and dental care insurance for the periods specified in the Comprehensive Omnibus Budget Reconciliation Act ("COBRA") upon payment by the Executive of the amounts specified under COBRA. In addition, in the event the Executive's employment terminates, during the Term due to either a Without Cause Termination, Change of Control or a Constructive Discharge, all of the Warrants and Options granted to the Executive under Section 3(e) of this Agreement that have not yet vested shall immediately vest as of the date of such termination. In the event this Agreement is not renewed pursuant to Section 1 of this Agreement following the Initial Term, all of the Warrants that have not yet vested shall immediately vest as of the date of termination of this Agreement. In the event Executive's employment terminates for any other reason, the Employer shall have no further obligations to Warrants described in Section 3(e) which are not exercisable as of 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 Agreement and, if applicable, any payments set forth in Section 4.2 or Section 4.3, if applicableshall be forfeited by Executive. (b) Notwithstanding any In the event that the Executive's employment hereunder terminates due to a Termination for Cause, a Discretionary Termination or the Executive terminates employment with the Company for reasons other provision than a Constructive Discharge, Change of this Agreement Control, Permanent Disability, death or retirement pursuant to the contraryCompany's retirement plan (the "Retirement Plan"), earned but unpaid Base Salary as a condition of the Employer’s payment of any amount in connection with the Executive’s Termination of Employment, the Executive must execute within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance shall accrue from the date of termination of employment shall be payable in full. However, no other payments shall be made, or benefits provided, by the Executive’s Termination Company under this Agreement except for benefits payable under the Retirement Plan and benefits that have already become vested under the terms of Employmentemployee benefit programs, with any accrued but unpaid severance being paid on including the date of Stock Option Plan, maintained by the first payment Company or its affiliates for its employees and except as provided in Section 4.2 or Section 4.3, as applicableotherwise required by law. (c) Any actual or constructive termination For purposes of the Executive’s employment which 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. (d) If the Executive is a member of the Board of Directors and the Executive’s employment is terminated by the Employer or by the Executive pursuant to Section 4.1this Agreement, the Executive shall immediately resign from following terms have the Executive’s position on the Board(s) of Directors, effective no later than the date the Executive’s employment is terminated. (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 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. Payments (or portions thereof) that would be paid latest in time during the six-month period will be suspended first.meanings:

Effect of Termination of Employment. (a) Upon ExecutiveIn the event Employee’s Termination of Continuous Employment hereunder for any reason, the Employer shall have no further obligations is terminated prior to the Executive or relevant Vesting Date on account of Employee’s death, and if Employee had otherwise met the Executiverequirements of Continuous Employment, Non- competition and No Improper Conduct from the Grant Date through the date of such death, then Employee’s estate unvested RSUs shall immediately vest in full upon death and Employee’s rights hereunder with respect to this Agreementany such RSUs shall inure to the benefit of Employee’s executors, except for the payment of any amount earned administrators, personal representatives and owing under Section 3 through the effective date of the termination of the Agreement and, if applicable, any payments set forth in Section 4.2 or Section 4.3, if applicableassigns. (b) Notwithstanding any other provision of this Agreement In the event Employee’s Continuous Employment is terminated prior to the contraryrelevant Vesting Date on account of Employee’s Retirement (as defined below), as a condition and if Employee had otherwise met the requirements of the Employer’s payment of any amount in connection with the Executive’s Termination of Continuous Employment, Non-competition and No Improper Conduct from the Executive must execute within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance shall accrue from Grant Date through the date of such Retirement, and provided that Employee continues to meet the Executiverequirements of Non-competition and No Improper Conduct, then Employee’s Termination of Employmentrights hereunder with respect to any outstanding, with any accrued but unpaid severance being paid on unvested RSUs shall continue in the date 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 Grant Date, then that portion of RSUs equal to the total number of RSUs granted hereunder multiplied by the ratio of (i) the number of days after the termination date and before the first payment anniversary of the Grant Date, over (ii) the number 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, “Retirement” shall mean termination of employment on account of Disability (as provided defined in Section 4.2 2.14 of the Plan) or Section 4.3, as applicableby 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. (c) Any actual In the event Employee’s Continuous Employment or constructive 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, for which the Employee works, to an unrelated corporation or entity and 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 Executive’s employment which does not rise foregoing, and in lieu of the foregoing, the Company may, in its discretion, accelerate the settlement of the RSUs to the level of a Termination of Employment shall not entitle extent permitted by Code Section 409A, such that the Executive to any date of the payments or benefits described in Section 4Divestiture shall be deemed the Vesting Date for all of the RSUs for purposes of paragraph 4 above. (d) If In the Executive is a member of the Board of Directors and the Executiveevent Employee’s employment Continuous Employment is terminated by the Employer or by the Executive pursuant to Section 4.1, the Executive shall immediately resign from the Executive’s position on the Board(s) of Directors, effective no later than the date the Executive’s employment is terminated. (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 if, immediately prior to the Executive’s Termination of Employmentrelevant Vesting Date for any reason other than those specified in (a), the Executive is determined to be a “specified employee” (within the meaning of Code Section 409A(a)(2)(B)(i)b) or (c) above, Employee shall immediately forfeit all of the Employer (or any related “service recipient” within the meaning unvested RSUs granted hereunder. Except as set forth in paragraph 8(a) above, no other transfer of Code Section 409A and the regulations thereunder). Any payments suspended by operation of the foregoing sentence rights with respect to RSUs shall be paid as a lump sum within thirty (30) days following the end of such six-month period. Payments (or portions thereof) that would be paid latest in time during the six-month period will be suspended firstpermitted pursuant to this Agreement.

Effect of Termination of Employment. (a) Upon Executive’s Termination of Employment hereunder for any reason, 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 this Agreement and, if applicable, any payments and payment set forth in Section 4.2 or Section 4.3, if applicable. (b) 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 within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any provided by the Employer. All payments of severance shall accrue from the date of the Executive’s Termination of Employment and, notwithstanding the timing provisions under Sections 4.2 and 4.3, shall be made or commence on the sixtieth (60th) day following the Executive’s Termination of Employment, with any accrued but unpaid severance being paid on the date of the first payment as provided in Section 4.2 or Section 4.3, as applicablepayment. (c) Any actual or constructive termination of the Executive’s employment which 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. (d) If the Executive is a member of the Board of Directors and the Executive’s employment is terminated by the Employer or by the Executive pursuant to Section 4.1, the Executive shall immediately resign from the Executive’s position on the Board(s) of Directors, effective no later than the date the Executive’s employment is terminated. (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 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. Payments (or portions thereof) that would be paid latest in time during the six-month period will be suspended first. (d) Any purported termination of the Executive’s employment which 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) If the Executive is a member of the Board of Directors of either the Company or the Bank and the Executive’s employment is terminated by the Employer or by the Executive pursuant to Section 4.1, the Executive shall immediately resign from his position( s) on the Board( s) of Directors, effective as of the date his employment is terminated. (f) Notwithstanding anything contained in this Agreement to the contrary, no payments shall be made pursuant to Section 4 or any other provision herein in contravention of the requirements of Section 2[18(k)] of the Federal Deposit Insurance Act (12 U.S.C. 1828(k)).

Effect of Termination of Employment. A. Failure to Employ as General Counsel of the Company; Without Cause Termination or Constructive Discharge Within One Year After Appointment as General Counsel of the Company. The provisions of this Paragraph A. shall be applicable if: (ai) (A) Upon Executive’s the Executive terminates her employment following a failure of the Company to employ her as General Counsel of the Company from and after January 1, 2000 as required by Section II hereof or (B) the Executive becomes General Counsel of the Company in accordance with Section II hereof but within one year thereafter experiences a Without Cause Termination of Employment hereunder or a Constructive Discharge and (ii) Xxxxxx X. Xxxxxx is for any reasonreason not serving as Chief Executive Officer of the Company at the time of such failure or such Without Cause Termination or Constructive Discharge, as applicable. If the Employer provisions of this Paragraph A. become applicable, then the Company shall have no further obligations immediately pay the Executive (or her surviving spouse, estate or personal representative, as applicable) upon such termination in a lump sum an amount equal to five hundred percent (500%) of the sum of (i) her Base Salary as in effect at the time of such termination (without regard to any reduction thereof in violation of Paragraph A.i. of Section IV hereof) and (ii) the higher of (A) the highest of the annual bonuses and/or Incentive Compensation Awards paid or payable 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 each of the termination of the Agreement and, if applicable, any payments set forth in Section 4.2 last three years ended on or Section 4.3, if applicable. (b) 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 within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance shall accrue from before the date of the Executive’s Termination of Employmenttermination, with any accrued and (B) $150,000 (such higher amount, the "Highest Bonus"). Earned but unpaid severance being Base Salary and earned but unpaid incentive compensation awards also will be paid on in a lump sum at the date time of the first payment as provided in Section 4.2 or Section 4.3, as applicable. (c) Any actual or constructive termination of the Executive’s employment which does not rise to the level of a Termination of Employment shall not entitle the Executive to any of the payments or such termination. The benefits and perquisites described in Section 4. this Agreement will be continued for sixty (d60) If the Executive is a member of the Board of Directors and the Executive’s employment is terminated by the Employer or months following such termination. In addition, all unvested options held by the Executive pursuant (including without limitation the Initial Options) shall become fully vested upon such termination and shall remain exercisable for the remainder of their terms without regard to Section 4.1such termination, and any restrictions on any shares of restricted stock held by the Executive shall immediately resign from the Executive’s position on the Board(s) of Directors, effective no later than the date the Executive’s employment is terminatedlapse upon such termination. (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 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. 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 Executive’s Except as otherwise determined by the Board and set forth in an Agreement, if a Participant incurs a Termination of Employment hereunder for any reasonreason prior to the expiration of the Option Period of any Option, the Employer shall have no further obligations to Option, if not vested and exercisable on 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 Agreement and, if applicable, any payments set forth in Section 4.2 or Section 4.3, if applicable. (b) 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 within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during or any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance shall accrue from the date portion of the Executive’s Termination of Employment, with any accrued but unpaid severance being paid Option that is not vested and exercisable on the date of the first payment Termination of Employment, shall expire and be forfeited, and shall be void for all purposes, immediately on the date of Termination of Employment. Except as provided otherwise determined by the Board and set forth in Section 4.2 or Section 4.3an Agreement, as applicable. (c) Any actual or constructive termination in the case of the Executive’s employment which does not rise to the level of a Participant who incurs a Termination of Employment shall not entitle prior to the Executive to any expiration of the payments Option Period of any Option, the Option, if vested and exercisable on the date of Termination of Employment, or benefits described in Section 4. (d) If the Executive is a member any portion of the Board of Directors Option that is vested and the Executive’s employment is terminated by the Employer or by the Executive pursuant to Section 4.1, the Executive shall immediately resign from the Executive’s position exercisable on the Board(s) of Directors, effective no later than the date the Executive’s employment is terminated. (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 continue to be suspended exercisable only for the applicable extended time period following such Termination of Employment set forth hereinafter and paid shall otherwise cease to be exercisable as soon as practicable following of the close of business on the date of Termination of Employment. (a) In the event of Termination of Employment constituting Retirement, such Option or such portion thereof may be exercised by the Participant until the end of the six-ninety (90) day period commencing with the date of Retirement or, if earlier, the expiration of the Option Period. (b) In the event of Termination of Employment due to death, such Option or such portion thereof may be exercised by the Participant’s Representative until the end of the twelve (12) month period following commencing With the date of the Participant’s death or, if earlier, the expiration of the Option Period. (c) In the event of Termination of Employment due to Disability, such effective Option or such portion thereof may be exercised by the Participant or, in the event the Participant is legally incompetent, the Participant's Representative until the end of the twelve (12) month period commencing with the date ifof Disability or, immediately prior if earlier, the expiration of the Option Period. (d) In the event of Termination of Employment at the election of the Participant, other than on account of Retirement, death or disability, such Option or such portion thereof may be exercised by the Participant until the end of the ninety (90) day period commencing with the date of Termination of Employment or, if earlier, the expiration of the Option Period; provided that if a Participant elects such Termination of Employment without appropriate or agreed notice and agreed termination terms, such Option or such portion thereof shall cease to be exercisable automatically upon first notification to the ExecutiveCompany by the Participant of such termination, with no extended time period for any exercise of the Option or any portion thereof. (e) In the event of Termination of Employment due to dismissal by the Company or an Affiliate, as the case may be, such Option or such portion thereof may be exercised by the Participant until the end of the ninety (90) day period commencing with the date of Termination of Employment or, if earlier, the expiration of the Option Period. (f) Notwithstanding anything in the preceding subparagraphs (a) through (e) to the contrary, in the event of Termination of Employment of a Participant by the Company or an Affiliate for Cause, such Option or such portion thereof shall cease to be exercisable automatically upon first notification to the Participant by the Company or the Affiliate of such termination, with no extended time period for any exercise of the Option or any portion thereof. If a Participant’s employment or services are suspended pending an investigation of whether the Participant’s employment or services should be terminated for Cause, all of the Participant’s rights under any Option shall likewise be suspended during the period of such investigation. Notwithstanding anything herein to the contrary, the Board may, at any time and in its sole discretion, further extend or modify the extended time periods for exercisability set forth in this Section 6.4, or waive or modify the operation of the provisions of this Section 6.4 as regards elective Termination of Employment without appropriate or agreed notice and agreed termination terms or Termination of Employment for Cause. However, an Incentive Stock Option shall not be exercisable more than ninety (90) days after the Participant’s Termination of Employment, the Executive is determined to be a “specified employee” Employment except as provided in Subsection (within the meaning of Code Section 409A(a)(2)(B)(i)c) 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. Payments (or portions thereof) that would be paid latest in time during the six-month period will be suspended firstabove regarding Disability.

Effect of Termination of Employment. (a) Upon Executive’s Termination of Employment hereunder for any reason, 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 Agreement and, if applicable, any payments set forth in Section 4.2 4.2, Section 4.3 or Section 4.34.4, if applicable. (b) 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 within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially a form which shall be reasonable and consistent with customary practices in the form attached hereto as Exhibit “A.” banking industry. Any payments of severance shall accrue from the date of the Executive’s Termination of Employment, with any accrued but unpaid severance being paid on the date of the first payment as provided in Section 4.2 or Section 4.3, as applicable4.2. (c) Any actual or constructive purported termination of the Executive’s employment which 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. (d) If the Executive is a member of the Board of Directors and the Executive’s employment is terminated by the Employer or by the Executive pursuant to Section 4.1, the Executive shall immediately resign from the Executive’s position on the Board(s) of Directors, effective no later than the date the Executive’s employment is terminated. (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 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. Payments (or portions thereof) that would be paid latest in time during the six-month period will be suspended first. (f) The severance obligations under Section 4 shall become effective only from and after the expiration of the TARP Covered Period. The Executive understands and acknowledges that the compensatory arrangement in favor of the Executive as set forth under Section 4 may, at the time payment is to commence, be subject to the prohibition on “golden parachute payments,” as described by the TARP Guidance, and, in that event, such obligations of the Employer under this Agreement shall be deemed null and void.

Effect of Termination of Employment. (a) Upon In the event the Executive’s 's employment terminates, during the Term, due to either a Without Cause Termination of Employment hereunder for any reasonor a Constructive Discharge, the Employer shall have no further obligations Company shall, as liquidated damages or severance pay, or both, continue, subject to the Executive or provisions of Section 6 below, to pay the Executive’s estate with respect to this Agreement, except 's Base Salary as in effect at the time of such termination for the payment lesser of any amount earned and owing under Section 3 through (i) the remainder of the then-current Term, or (ii) a period of two years from the effective date of such termination. In the event the Executive's employment terminates, whether during the Term or following the expiration of the Term, due to a Permanent Disability, the Company shall continue to pay the Executive's Base Salary as in effect at the time of such termination for a period of six months from the date such disability commenced; provided, that such amounts shall be offset by any amounts otherwise paid to the Executive under the Company's then-existing disability program. In addition, earned but unpaid Base Salary as of the date of termination of employment shall be payable in full. The Executive shall be entitled to continued group hospitalization, health and dental care insurance for the Agreement and, if applicable, any payments set forth periods specified in Section 4.2 or Section 4.3, if applicablethe Comprehensive Omnibus Budget Reconciliation Act ("COBRA") upon payment by the Executive of the amounts specified under COBRA. (b) In the event that the Executive's employment hereunder terminates due to a Termination for Cause, death of the Executive, or the Executive terminates employment with the Company for reasons other than a Constructive Discharge, Permanent Disability or retirement pursuant to the Company's retirement plan (the "Retirement Plan"), earned but unpaid Base Salary as of the date of termination of employment shall be payable in full. However, no other payments shall be made, or benefits provided, by the Company under this Agreement except for benefits payable under the Retirement Plan and benefits that have already become vested under the terms of employee benefit programs, including the Stock Option Plan, maintained by the Company or its affiliates for its employees and except as otherwise required by law. Notwithstanding any other provision the foregoing, in the event the the Executive's employment terminates, whether during the Term or following the expiration of the Term, due to either a Without Cause Termination or a Constructive Discharge, all of the Initial Options granted to the Executive under Section 3(d) of this Agreement to the contrary, that have not yet vested shall immediately vest as a condition of the Employer’s payment of any amount in connection with the Executive’s Termination of Employment, the Executive must execute within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance shall accrue from the date of the Executive’s Termination of Employment, with any accrued but unpaid severance being paid on the date of the first payment as provided in Section 4.2 or Section 4.3, as applicablesuch termination. (c) Any actual or constructive termination For purposes of the Executive’s employment which 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. (d) If the Executive is a member of the Board of Directors and the Executive’s employment is terminated by the Employer or by the Executive pursuant to Section 4.1this Agreement, the Executive shall immediately resign from following terms have the Executive’s position on the Board(s) of Directors, effective no later than the date the Executive’s employment is terminated. (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 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. Payments (or portions thereof) that would be paid latest in time during the six-month period will be suspended first.meanings:

Effect of Termination of Employment. (a) Upon Executive’s Termination of Employment hereunder for any reason, the Employer shall have no further obligations to the Executive or the Executive’s estate with respect to this Agreement, except for (1) the payment of any amount earned and owing under this Agreement; (2) the reimbursement of any expenses under Section 3 through 3.7; and (3) the effective date of the termination of the Agreement and, if applicable, any payments payment set forth in Section 4.2 or Section 4.34.2, if applicable. (b) 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 EmploymentEmployment pursuant to Section 4.2(a) or Section 4.2(b), the Executive must execute within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) therein, a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance provided by the Employer. The Employer shall accrue from 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 Executive’s Termination of Employment, with any accrued but unpaid severance being paid on the date of the first payment as provided in Section 4.2 or Section 4.3, as applicable. (c) Any actual or constructive termination of the Executive’s employment which 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. (d) If the Executive is a member of the Board of Directors and the Executive’s employment is terminated by the Employer or by the Executive pursuant to Section 4.1, the Executive shall immediately resign from the Executive’s position on the Board(s) of Directors, effective no later than the date the Executive’s employment is terminated. (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 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. Payments . (d) If the Executive is a member of the board of directors of either the Employer or portions thereofany Affiliate of the Employer and the Executive’s employment is terminated by the Employer or by the Executive pursuant to Section 4.1, the Executive shall immediately resign from the Executive’s position(s) that would on such board(s) of directors, effective no later than the effective date of the Termination of Employment. (e) Notwithstanding anything contained in this Agreement to the contrary, no payments shall be paid latest made pursuant to Section 4 or any other provision herein in time during contravention of the six-month period will be suspended firstrequirements of Section 18(k) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. Section 1828(k)).

Effect of Termination of Employment. (a) Upon Executive’s Termination Section VIII.A. of the Employment hereunder for any reason, Agreement is hereby deleted in its entirety and replaced with the Employer shall have no further obligations to the Executive or following: “If the Executive’s estate with respect employment terminates due to either a Without Cause Termination or a Constructive Discharge (as defined later in this Agreement), except the Company will pay the Executive in a lump sum upon such Without Cause Termination or Constructive Discharge an amount equal to the sum of (i) three hundred percent (300%) of his Base Salary as in effect at the time of such termination, plus (ii) three hundred percent (300%) of the greater of the Annual Incentive Award Executive received for performance during the payment Company’s immediately preceding fiscal year, or the current Annual Incentive Award target in effect at the time of any amount earned such termination. Earned but unpaid Base Salary will also be paid in a lump sum upon such Termination or Constructive Discharge. The benefits and owing under Section 3 through perquisites described in this Agreement as in effect at the date of resignation or termination of employment (other than travel and accommodation expenses), including, without limitation, health insurance and life insurance will also be continued for thirty six (36) months from the effective date of the termination Without Cause Termination or Constructive Discharge; provided that access to office space and administrative support shall be maintained only in San Francisco, California and only for a transitional period of twelve (12) months; and provided further that the Agreement and, if applicable, any payments set forth in Section 4.2 or Section 4.3, if applicable. (b) Notwithstanding any obligation to pay health insurance premiums shall terminate upon Executive obtaining other provision of this Agreement employment to the contrary, as a condition of the Employer’s payment of any amount in connection with the extent such insurance is provided by Executive’s Termination of Employment, the Executive must execute within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance shall accrue from the date of the Executive’s Termination of Employment, with any accrued but unpaid severance being paid on the date of the first payment as provided in Section 4.2 or Section 4.3, as applicable. (c) Any actual or constructive termination of new employer. If the Executive’s employment which does not rise terminates due to the level of either a Without Cause Termination of Employment shall not entitle the Executive to any of the payments or benefits described in Section 4. (d) If the Executive is a member of the Board of Directors and the Executive’s employment is terminated by the Employer Constructive Discharge or by the Executive pursuant to Section 4.1XI, the Executive shall immediately resign from the Executive’s position on the Board(sall stock options (“Options”) of Directors, effective no later than the date the Executive’s employment is terminated. (e) Notwithstanding any provision in the Agreement granted to the contrary, to the extent necessary to avoid the imposition of tax on the Executive under Code Section 409Aany Company stock option program or plan (each and collectively, any payments that are otherwise payable the “Plan”) shall be deemed vested, and the Company shall cause the Options to remain exercisable until the Executive within later of (i) the first six fifteenth (615th) months day of the third (3rd) month following the effective date of Termination of Employment, shall be suspended and paid as soon as practicable on which the Options would have expired following such termination by the end terms of the six-month period Options and the Plan or (ii) December 31 of the calendar year in which the Option would have expired following such effective date if, immediately prior to termination by 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)) terms of the Employer (or any related “service recipient” within the meaning of Code Section 409A Options 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. Payments (or portions thereof) that would be paid latest in time during the six-month period will be suspended firstPlan.”

Effect of Termination of Employment. (a) Upon Executive’s Termination of Employment hereunder for any reason, 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 Executive’s employment with the Agreement andCombined Group or an Affiliate, if applicable, any payments set forth in Section 4.2 or Section 4.3, if applicable.the Restrictions on the unreleased Restricted Stock shall be released according to the following: (bi) Notwithstanding any other provision of this Agreement to In the contrary, as a condition of the Employer’s payment of any amount in connection with the event Executive’s Termination employment terminates by reason of Employmentdeath or Disability, the Executive must execute within such period of time following Termination of Employment as is permitted by Restrictions on the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance Restricted Stock shall accrue from the date of the Executive’s Termination of Employment, with any accrued but unpaid severance being paid lapse on the date of Executive’s death or Disability and the first payment as provided in Section 4.2 or Section 4.3, as applicableRestricted Stock shall become released Restricted Stock. (cii) Any actual or constructive termination of In the Executive’s employment which 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. (d) If the Executive is a member of the Board of Directors and the event Executive’s employment is terminated by the Employer or Combined Group and its Affiliates other than for Cause (as defined below) (and other than by the Executive pursuant to Section 4.1reason of Disability), the Restrictions on the Restricted Stock shall lapse (and the Restricted Stock shall vest and become released Restricted Stock) in accordance with the schedule set forth in Section 3 (without regard to the requirement that Executive remain employed by a member of the Combined Group or an Affiliate); provided, that all unreleased Restricted Stock issued hereunder and all rights under this Agreement shall immediately resign from the be forfeited upon Executive’s position on violation of the Board(sprovisions of Section 10 (Non-competition) or Section 11 (Non-disclosure) of Directors, effective no later than the date the Executive’s employment is terminatedthis Agreement. (eiii) In the event Executive voluntarily terminates employment as a direct result of Executive being diagnosed with a terminal medical condition, the Restrictions on the Restricted Stock shall lapse (and the Restricted Stock shall vest and become released Restricted Stock) on the earlier of Executive’s death or the schedule set forth in Section 3; provided, that all unreleased Restricted Stock issued hereunder and all rights under this Agreement shall be forfeited upon Executive’s violation of the provisions of Section 10 (Non-competition) or Section 11 (Non-disclosure) of this Agreement. (b) In the event Executive attains Retirement Age while in the employ of the Combined Group or an Affiliate, the Restrictions on 50% of the Restricted Stock shall lapse (and such portion of the Restricted Stock shall vest and become released Restricted Stock) on the date Executive attains Retirement Age. The Restrictions on the remaining 50% of Restricted Stock shall lapse in accordance with the schedule set forth in Section 3. (c) Notwithstanding any provision in the Agreement anything herein to the contrary, but subject to Section 5(a) above, no release of Restricted Stock shall be made, and all unreleased Restricted Stock issued hereunder and all rights under this Agreement shall be forfeited, if any of the extent necessary following events shall occur: (i) Executive’s employment with the Combined Group or an Affiliate is terminated for Cause; (ii) Executive voluntarily terminates employment with the Combined Group and its Affiliates prior to avoid attaining Retirement Age unless such voluntary termination is directly related to death, Disability or Executive being diagnosed with a terminal medical condition; (iii) Executive shall engage in competition, as more particularly described in Section 10 hereof, in violation of the imposition provisions of tax on Section 10, either (A) during the Executive under Code Section 409A, any payments that are otherwise payable to term of his employment with the Executive within Combined Group and its Affiliates; (B) following Executive’s voluntary termination of his employment with the first six Combined Group and its Affiliates; or (6C) months following the effective date termination by the Combined Group and its Affiliates 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 if, immediately prior to the Executive’s Termination of Employment, employment for any reason; or (iv) Executive violates the Executive is determined to be a “specified employee” (within the meaning of Code nondisclosure provisions set forth in 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. Payments (or portions thereof) that would be paid latest in time during the six-month period will be suspended first11 hereof.

Effect of Termination of Employment. (a) Upon Executive’s Termination of Employment hereunder for any reason, ; the Company and 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 Base Salary due and owing under Section 3 through 3.1 on the effective date of the termination Termination of Employment, any annual bonus earned and accrued under Section 3.2, any long-term compensation owed under Section 3.3, including without limitation, the right to exercise vested stock options for the period provided in the option agreement(s), reimbursement under Sections 3.4 and 3.5 of expenses incurred before the Termination of Employment, any deferred compensation and benefits owed pursuant to the terms of the Agreement andplan described in Sections 3.5 and 3.8, if applicablepayment for all accrued but unused vacation at a rate per unused day equal to her rate of Base Salary per business day, any payments and payment set forth in Section 4.2 or Section 4.34.1, if applicable. (b) 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 within such period of time following Termination of Employment as is permitted by the Employer (and not timely revoke during any revocation period provided pursuant to such release) a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any All payments of severance under this Agreement shall accrue from the date of Termination of Employment and shall commence no later than the sixtieth (60th) day following the Executive’s Termination of Employment, with any accrued but unpaid severance being paid on the date of the first payment as provided in Section 4.2 or Section 4.3, as applicable. (c) Any actual or constructive termination of the Executive’s employment which 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. (d) If the Executive is a member of the Board of Directors and the Executive’s employment is terminated by the Employer or by the Executive pursuant to Section 4.1, the Executive shall immediately resign from the Executive’s position on the Board(s) of Directors, effective no later than the date the Executive’s employment is terminated. (e) payment. 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 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 Company or 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 on the first (301st) days day following the end of such six-month period. Payments (or portions thereof) that would be paid latest in time during the six-month period will be suspended first. (c) Any purported termination of the Executive’s employment which 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 4.1. (d) Any termination of the Executive’s employment by the Company or the Employer for Cause or without Cause, as applicable, shall also be deemed a termination of the Executive’s employment with the Employer or the Company, as applicable, for Cause or without Cause, as applicable, regardless of whether the Company of the Employer, as applicable, takes any separate action with respect to the Executive’s termination of employment. Any termination of the Executive’s employment with the Company or the Employer by the Executive for Good, Reason or without Good Reason shall also be deemed a termination of the Executive’s employment with the Employer or the Company, as applicable, for Good Reason or without Good Reason, as applicable, regardless of whether the Executive takes any separate action with respect to her termination of employment with the Employer or the Company, as applicable. (e) Notwithstanding anything contained in this Agreement to the contrary, no payments shall be made pursuant to Section 4.1 or any other provision herein in contravention of the requirements of Section 2[18(k)] of the Federal Deposit Insurance Act (12 U.S.C. 1828(k)).

Effect of Termination of Employment. (a) Upon Executive’s Termination of Employment hereunder for any reason, 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 Agreement and, if applicable, any payments set forth in Section 4.2 or Section 4.3, if applicable. (b) 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 within such period of time following Termination of Employment as is permitted by the Employer (execute, and not timely revoke during any revocation period provided pursuant to such release, which form shall be reasonable and consistent with customary practices in the banking industry. 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) a release and non-disparagement agreement in substantially days following the form attached hereto as Exhibit “A.” Any payments of severance shall accrue from the effective date of the Executive’s Termination of Employment, with any accrued but unpaid severance being paid on the date of the first payment as provided in Section 4.2 or Section 4.3, as applicable. (c) Any actual or constructive termination of the Executive’s employment which 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. (d) If the Executive is a member of the Board of Directors and the Executive’s employment is terminated by the Employer or by the Executive pursuant to Section 4.1, the Executive shall immediately resign from the Executive’s position on the Board(s) of Directors, effective no later than the date the Executive’s employment is terminated. (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 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. 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 Executive’s Termination of Employment hereunder for any reason, 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 Agreement and, if applicable, any payments set forth in Section 4.2 or Section 4.3, if applicable. (b) 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 within such period of time following Termination of Employment as is permitted by the Employer (execute, and not timely revoke during any revocation period provided pursuant to such release) , a release and non-disparagement agreement in substantially the form attached hereto as Exhibit “A.” Any payments of severance provided by the Employer, which form shall accrue from be reasonable and consistent with customary practices in the banking industry. 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 Executive’s Termination of Employment, with any accrued but unpaid severance being paid on the date of the first payment as provided in Section 4.2 or Section 4.3, as applicable. (c) Any actual or constructive termination of the Executive’s employment which 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. (d) If the Executive is a member of the Board of Directors and the Executive’s employment is terminated by the Employer or by the Executive pursuant to Section 4.1, the Executive shall immediately resign from the Executive’s position on the Board(s) of Directors, effective no later than the date the Executive’s employment is terminated. (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 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. Payments (or portions thereof) that would be paid latest in time during the six-month period will be suspended first. (d) Notwithstanding anything contained in this Agreement to the contrary, no payments shall be made pursuant to Section 4 or any other provision herein in contravention of the requirements of Section 18(k) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1828(k)).