Common use of Employment Period Clause in Contracts

Employment Period. (a) Unless earlier terminated in accordance with Section 5, Executive’s employment will be for a term (the “Employment Period”), beginning on the Effective Date and ending on June 30, 2014, the Employment Period End Date. Provided, however, that if a Change in Control, as defined in Exhibit C hereto, occurs during the Employment Period, the ending date of the Employment Period will be extended so that it expires on the later of the Employment Period End Date or the first anniversary of the date on which the Change in Control initially occurred. (b) If the Company does not renew the Agreement, or enter into a new employment agreement with Executive with the same or similar terms as the Agreement, as of the Employment Period End Date, the Executive may choose one of the following two options: (i) the Executive will voluntarily resign from employment with the Company as of the Employment Period End Date and the Company will pay to Executive, on the 30th day after the Employment Period End Date, an amount equal to one (1) times the highest combined annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three (3) fiscal years before the Employment Period End Date, less normal withholdings; or (ii) the Executive may elect to continue employment with the Company on an at-will basis and, for a maximum of one year following the Employment Period End Date, receive the same salary and incentive compensation opportunity as in effect in the last year of the Agreement. The Parties agree and acknowledge that: (i) nothing in this Section 2(b) nor any action the Company may take pursuant to this Section 2(b) will give rise to a claim by Executive for termination without Cause, termination for Good Reason, or termination due to the Executive’s Retirement or the normal expiration of the Executive’s Employment Period or for Severance Benefits or any amounts or benefits other than those specifically enumerated in this Section 2(b); (ii) Executive will not be entitled to receive any amounts or benefits under this Section 2(b) if Executive is otherwise entitled to receive or receives benefits under Section 6 of this Agreement; and (iii) Executive must execute and provide to the Company a Release, and the period for revoking same must have expired, before the 30th day following the Employment Period End Date in order to receive any amounts or benefits under this Section 2(b). Nothing in this Section 2(b) will prohibit Executive’s employment from being terminated for Cause or for any other event enumerated in this Agreement.

Employment Period. (a) Unless earlier terminated in accordance with Section 5, Executive’s The term of the employment will be for a term hereunder shall begin on the "Begin Date" and shall end on the "End Date" as set forth on the annexed Schedule of Terms of Employment (the “"Employment Period”), beginning on the Effective Date and ending on June 30, 2014") provided that, the Employment Period End Date. Provided, however, that if a Change in Control, as defined in Exhibit C hereto, occurs during shall terminate prior to its expiration upon the Employment Period, the ending date of the Employment Period will be extended so that it expires on the later of the Employment Period End Date or the first anniversary of the date on which the Change in Control initially occurred. (b) If the Company does not renew the Agreement, or enter into a new employment agreement with Executive with the same or similar terms as the Agreement, as of the Employment Period End Date, the Executive may choose one of the following two options: following; (i) the Executive will voluntarily resign from employment with the Company as of the Employment Period End Date and shall terminate immediately upon the Company will pay to Executive, on the 30th day after the Employment Period End Date, an amount equal to one (1) times the highest combined annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three (3) fiscal years before the Employment Period End Date, less normal withholdings; or (ii) the Executive may elect to continue employment with the Company on an at-will basis and, for a maximum of one year following the Employment Period End Date, receive the same salary and incentive compensation opportunity as in effect in the last year of the Agreement. The Parties agree and acknowledge that: (i) nothing in this Section 2(b) nor any action the Company may take pursuant to this Section 2(b) will give rise to a claim by Executive for termination without Cause, termination for Good Reason, or termination due to the Executive’s Retirement or the normal expiration effective date of the Executive’s Employment Period 's resignation, death or for Severance Benefits permanent mental or any amounts physical disability or benefits other than those specifically enumerated incapacity (as determined by the Board in this Section 2(bits good faith judgment); (ii) Executive will not be entitled to receive any amounts or benefits under this Section 2(b) if Executive is otherwise entitled to receive or receives benefits under Section 6 of this Agreement; and (iii) Executive must execute and provide to the Company a Release, and the period for revoking same must have expired, before the 30th day following the Employment Period End Date may be terminated by the Company at any time prior to such date for Cause (as defined below) or without Cause for any reason or no reason whatsoever. No later than 150 days prior to the expiration of each Employment Period, shall automatically be extended for successive one-year terms following the expiration of the initial Employment Period, and on each anniversary thereafter, unless terminated sooner pursuant to the provisions hereof, or unless the Company gives written notice to the Executive within 150 days prior to the expiration of the Employment Period including any renewal periods thereafter stating its election not to extend the Employment Period for any additional term thereafter. Except as otherwise provided herein, any termination of the Employment Period by the Company shall be effective as specified in order a written notice from the Company to receive Executive. Executive shall notify the Company at least 60 days prior to the effective date of Executive's resignation. Except as otherwise expressly provided herein, all of Executive's rights to salary, bonuses, fringe benefits and other compensation hereunder which accrue or become payable after the termination or expiration of the Employment Period shall cease upon such termination or expiration, other than those expressly required under COBRA. The Company may offset any amounts or benefits under this Section 2(b). Nothing in this Section 2(bExecutive owes it (assuming the Executive has outstanding borrowed cash funds from Company) will prohibit Executive’s employment from being terminated for Cause or for against any other event enumerated in this Agreementamounts it owes Executive hereunder.

Employment Period. (a) Unless earlier terminated in accordance The Company hereby employs the Executive, and the Executive hereby accepts employment with Section 5the Company, Executive’s employment will be on the terms and conditions of this Agreement, for a term the period commencing on the Effective Date and ending on the third anniversary of the Effective Date (the “Employment Period”), beginning on subject to the Effective Date and ending on June 30, 2014, provisions for early termination or extension as hereinafter provided. The Company (but not the Executive) will have the right to offer (the “Extension Offer”) to extend the Employment Period End Dateby six (6) months (the “Extension Period”) by giving notice to Executive of such offer no less than seventy-five (75) days prior to the end of the initial Employment Period. Provided, however, that if a Change in Control, as defined in Exhibit C hereto, occurs during the Employment During any Extension Period, the ending date Executive shall receive compensation on substantially the same terms as being provided at the end of the initial Employment Period and will be extended so that it expires receive a cash bonus, payable on the later last day of the Employment Period End Date or the first anniversary of the date on which the Change Extension Period, in Control initially occurred. (b) If the Company does not renew the Agreement, or enter into a new employment agreement with Executive with the same or similar terms as the Agreement, as of the Employment Period End Date, the Executive may choose one of the following two options: (i) the Executive will voluntarily resign from employment with the Company as of the Employment Period End Date and the Company will pay to Executive, on the 30th day after the Employment Period End Date, an amount equal to one (1) times one-half of the highest combined annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three (3) fiscal years before the Employment Period End Date, less normal withholdings; or (ii) Annual Bonus paid to the Executive may elect with respect to continue the 2013 fiscal year. In the event that the parties hereafter agree to extend Executive’s employment with beyond the end of the Extension Period the amount of the pro-rated cash bonuses paid by the Company on an at-will basis andwith respect to the Extension Period and the period from January 1, for a maximum of one year following 2014 to the Employment Period End Date, receive the same salary and incentive compensation opportunity as in effect in the last year third anniversary of the AgreementEffective Date will be taken into account and be credited against any cash bonus that may become payable to Executive for fiscal 2014. The Parties agree Executive shall have the right to accept or reject the Extension Offer; if the Executive rejects the Extension Offer and acknowledge that: (i) nothing in this Section 2(b) nor any action the Company may take pursuant terminates employment, such termination will be deemed to this Section 2(b) will give rise to be a claim by Executive for termination without Cause, termination for Good Reason, or termination due to the Executive’s Retirement or the normal expiration non-renewal of the Executive’s Employment Period or Agreement by the Company for Severance Benefits or any amounts or benefits other than those specifically enumerated in this purposes of Section 2(b); (ii4(d) Executive will below and shall not be entitled to receive any amounts or benefits under this Section 2(b) if Executive is otherwise entitled to receive or receives benefits considered a termination under Section 6 of this Agreement; and (iii4(c) Executive must execute and provide to the Company a Release, and the period for revoking same must have expired, before the 30th day following the Employment Period End Date in order to receive any amounts or benefits under this Section 2(b). Nothing in this Section 2(b) will prohibit Executive’s employment from being terminated for Cause or for any other event enumerated in this Agreementbelow.

Employment Period. (a) Unless earlier The Employment Period shall begin on the Effective Date and shall continue for two years, and shall thereafter automatically renew for one year terms unless either party gives the other party no less than 30 days’ notice of its election not to renew, or until Executive’s employment hereunder is terminated in accordance with Section 5, 4(b). (b) The Employment Period and Executive’s employment will hereunder (i) shall terminate upon Executive’s death or permanent disability or incapacity, (ii) may be for a term terminated by the Company at any time with or without Cause (the “Employment Period”), beginning on the Effective Date and ending on June 30, 2014, the Employment Period End Date. Provided, however, that if a Change in Control, as defined in Exhibit C heretoSection 4(f)), occurs and (iii) may be terminated by Executive at any time. (c) If Executive’s employment hereunder is terminated by the Company for Cause or by Executive during the Employment Period, then Executive shall be entitled to receive only Executive’s accrued, unpaid Salary, and for the ending year during which Executive’s employment hereunder is terminated, accrued but unused vacation time through the effective date of Executive’s termination of employment (the Employment Period will “Termination Date”), any reimbursements owed for business expenses validly incurred on or prior to the Termination Date and reimbursable in accordance with Section 3(e) and any accrued but unpaid benefits due and owing to Executive under the Benefit Plans (collectively, the “Accrued Obligations”), and shall not be extended so that it expires on the later of the Employment Period End Date entitled to any other compensation or the first anniversary of the date on which the Change in Control initially occurredbenefits. (bd) If Executive’s employment hereunder is terminated without Cause by the Company during the Employment Period, then Executive shall be entitled to receive the Accrued Obligations and, provided Executive signs and does not renew revoke a general release of claims against the Agreement, or enter into Company and its affiliates on a new employment agreement with Executive with form to be provided by the same or similar terms as the Agreement, as Company within 14 days of the Employment Period End Termination Date, the Executive may choose one of the following two options: (i) the Executive will voluntarily resign from employment with does not apply for unemployment compensation chargeable to the Company as or any of its subsidiaries during the Employment Period End Date 12 months following the Termination Date, and the Company will pay subject to Executive, on the 30th day after the Employment Period End Date, an amount equal to one (1) times the highest combined annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three (3) fiscal years before the Employment Period End Date, less normal withholdings; or (ii) the Executive may elect to continue employment ’s compliance with the Company on an at-will basis and, for a maximum of one year following the Employment Period End Date, receive the same salary and incentive compensation opportunity as in effect in the last year of the Agreement. The Parties agree and acknowledge that: (i) nothing in this Section 2(b) nor any action the Company may take each obligation pursuant to this Section 2(b) will give rise to a claim by 5, Section 6 and Section 7, Executive for termination without Cause, termination for Good Reason, or termination due to the Executive’s Retirement or the normal expiration of the Executive’s Employment Period or for Severance Benefits or any amounts or benefits other than those specifically enumerated in this Section 2(b); (ii) Executive will not shall also be entitled to receive any amounts Performance Bonuses that are earned after the Termination Date and if unpaid as of the Termination Date. (e) If Executive’s employment hereunder is terminated as a result of Executive’s death, permanent disability or benefits under this Section 2(b) if incapacity during the Employment Period, Executive is otherwise or Executive’s representatives or beneficiaries shall be entitled to receive or receives only the Accrued Obligations and any rights to continuation of coverage and to benefits under any Benefit Plans required under applicable law and subject to Executive’s compliance to the extent possible with each obligation pursuant to Section 5, Section 6 and Section 7, Executive (or his estate, as applicable) shall also be entitled to receive any Performance Bonuses that are earned after the Termination Date and if unpaid as of this the Termination Date. (f) For purposes of the Agreement, “Cause” shall mean any of Executive’s (i) willful failure to comply with any valid and legal directive of the Chief Executive Officer of the Company or the Board, (ii) willful engagement in dishonesty, illegal conduct, or gross misconduct, which is, in each case, injurious to the Company or any of its affiliates; and (iii) embezzlement, misappropriation, or intentional fraud, whether or not related to Executive’s employment with the Company; (iv) conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent); (v) commission or conviction of a crime which would disqualify Executive must execute for registration or licensure by the applicable regulatory or licensing authority governing the Company’s, or any subsidiary or affiliate of the Company’s, participation in a State-regulated cannabis program; (vi) material breach of any material obligation under this Agreement or any other written agreement between Executive and provide the Company or any of its subsidiaries; or (vii) any material failure by Executive to comply with the Company’s written policies or rules, as they may be in effect from time to time, if such failure causes reputational or financial harm to the Company a Release, and the period for revoking same must have expired, before the 30th day following the Employment Period End Date in order to receive or any amounts or benefits under this Section 2(b). Nothing in this Section 2(b) will prohibit Executive’s employment from being terminated for Cause or for any other event enumerated in this Agreementof its affiliates.

Employment Period. (a) Unless earlier terminated in accordance with Section 5, Executive’s employment will the Agreement shall be for a term (the “Employment Period”), beginning on the Effective Date and ending on June 30, 20142017, the Employment Period End Date. Provided, however, that if a Change in Control, as defined in Exhibit C hereto, occurs during the Employment Period, the ending date of the Employment Period will be extended so that it expires on the later of the Employment Period End Date or the first anniversary of the date on which the Change in Control initially occurred. (b) If the Company does not renew the Agreement, or enter into a new employment agreement with Executive with the same or similar terms as the Agreement, as of the Employment Period End Date, the Executive may choose one of the following two options: (i) the Executive will voluntarily resign from employment with the Company as of the Employment Period End Date and the Company will pay to Executive, on the 30th day after the Employment Period End Date, an amount equal to one (1) times the highest combined annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three (3) fiscal years before the Employment Period End Date, less normal withholdings; or (ii) the Executive may elect to continue employment with the Company on an at-will basis and, for a maximum of one year following the Employment Period End Date, receive the same salary and incentive compensation opportunity as in effect in the last year of the Agreement. The Parties agree and acknowledge that: (i) nothing in this Section 2(b) nor any action the Company may take pursuant to this Section 2(b) will give rise to a claim by Executive for termination without Cause, termination for Good Reason, or termination due to the Executive’s Retirement or the normal expiration of the Executive’s Employment Period or for Severance Benefits or any amounts or benefits other than those specifically enumerated in this Section 2(b); (ii) Executive will not be entitled to receive any amounts or benefits under this Section 2(b) if Executive is otherwise entitled to receive or receives benefits under Section 6 6(a)(iii) of this AgreementAgreement or if Executive is in violation of Section 11; and (iii) Executive must execute and provide to the Company a Release, and the period for revoking same must have expired, before the 30th day following the Employment Period End Date in order to receive any amounts or benefits under this Section 2(b). Nothing in this Section 2(b) will prohibit Executive’s employment from being terminated for Cause or for any other event enumerated in this Agreement.

Employment Period. (a) Unless earlier terminated The terms and conditions of this Agreement shall be and remain in accordance with Section 5, Executive’s employment will be for a term (effect during the “Employment Period”), period of three years beginning on the Effective Date and ending on June 30, 2014, the Employment Period End Date. Provided, however, that if a Change in Control, as defined in Exhibit C hereto, occurs during the Employment Period, the ending date of the Employment Period will be extended so that it expires on the later of the Employment Period End Date or the first third anniversary of the date on which Effective Date, plus such extensions, if any, as are provided pursuant to Section 2(b) hereof (the Change in Control initially occurred“Employment Period”). (b) Except as provided in Section 2(c), prior to the first annual anniversary of the date first above written and each annual anniversary thereafter, the Boards of Directors of the Employers shall consider and review (after taking into account all relevant factors, including the Executive’s performance) a one-year extension of the term of this Agreement, and the term shall continue to extend each year (beginning with the first annual anniversary date) if the Boards of Directors so approve such extension unless the Executive gives written notice to the Employers of the Executive’s election not to extend the term, with such notice to be given not less than ninety (90) days prior to any such anniversary date. If the Company Board of Directors elects not to extend the term, it shall give written notice of such decision to the Executive not less than ninety (90) days prior to any such anniversary date. If the Executive does not renew receive such notice, she may, by written notice given at any time during the Agreementninety (90) days prior to the relevant anniversary date, or enter into a new employment agreement with request from the Board of Directors written confirmation that the term has been extended and, if such confirmation is not received by the Executive with within thirty (30) days after the same or similar terms as the Agreement, as of the Employment Period End Daterequest therefor is made, the Executive may choose one treat the term as having not been extended. Upon termination of the following two options: (i) the Executive will voluntarily resign from Executive’s employment with the Company as either of the Employment Period End Date and the Company will pay to ExecutiveEmployers for any reason whatsoever, on the 30th day after the Employment Period End Date, an amount equal to one (1) times the highest combined any annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three (3) fiscal years before the Employment Period End Date, less normal withholdings; or (ii) the Executive may elect to continue employment with the Company on an at-will basis and, for a maximum of one year following the Employment Period End Date, receive the same salary and incentive compensation opportunity as in effect in the last year of the Agreement. The Parties agree and acknowledge that: (i) nothing in this Section 2(b) nor any action the Company may take extensions provided pursuant to this Section 2(b) will give rise to a claim by Executive for termination without Cause), termination for Good Reasonif not theretofore discontinued, or termination due to shall automatically cease. In addition, no annual renewals shall extend beyond the Executive’s Retirement or 65th birthday, and in no event shall the normal expiration of Employment Period extend beyond the Executive’s Employment Period or for Severance Benefits or any amounts or benefits other than those specifically enumerated 65th birthday. (c) Nothing in this Section 2(b); (ii) Executive will not Agreement shall be entitled deemed to receive prohibit the Employers at any amounts or benefits under this Section 2(b) if Executive is otherwise entitled to receive or receives benefits under Section 6 of this Agreement; and (iii) Executive must execute and provide to time from terminating the Company a Release, and the period for revoking same must have expired, before the 30th day following Executive’s employment during the Employment Period End Date in order to receive any amounts with or benefits under this Section 2(b). Nothing in this Section 2(b) will prohibit Executive’s employment from being terminated for Cause or without notice for any other reason, provided, however, that the relative rights and obligations of the Employers and the Executive in the event enumerated in of any such termination shall be determined under this Agreement.

Employment Period. (a) Unless earlier The Employment Period will begin on the Effective Date and shall continue until December 31, 2021 (the “Initial Employment Period”), and thereafter will automatically renew for one year terms unless either party gives the other party 30 days’ notice of its election not to renew, or until Executive’s employment hereunder is terminated in accordance with Section 54(b). Any leave of absence in which Executive does not work for the Company for one month or more to serve religious missions or other not-for-profit activities will not toll the Employment Period and during such leave of absence, Executive will be paid full Salary payments and benefits hereunder. (b) The Employment Period and Executive’s employment hereunder (i) will terminate upon Executive’s death or permanent disability or incapacity, (ii) may be for a term terminated by the Company at any time with or without Cause (the “Employment Period”), beginning on the Effective Date and ending on June 30, 2014, the Employment Period End Date. Provided, however, that if a Change in Control, as defined in Exhibit C heretoSection 4(f)), occurs and (iii) may be terminated by Executive at any time with or without Good Reason (as defined in Section 4(g)). (The date of termination associated with each and all of these reasons for termination is referred to hereafter as the “Termination Date.”) (c) If Executive’s employment hereunder is terminated by the Company for Cause or by Executive without Good Reason, then Executive will be entitled to receive only Executive’s accrued, unpaid Salary, any reimbursements owed for business expenses incurred on or prior to the Termination Date and any accrued but unpaid benefits due and owing to Executive under any Benefit Plans through the Termination Date (collectively, the “Accrued Obligations”). (d) If Executive’s employment hereunder is terminated without Cause by the Company or by Executive with Good Reason during the Employment Period, then Executive shall receive the ending date Accrued Obligations and, with the understanding that Executive shall not apply for unemployment compensation chargeable to the Company during the twelve months following the Termination Date, the Company shall pay Executive a one-time immediate lump sum of 100% of the remaining Salary and benefits that would have been paid from the Termination Date until the end of the Initial Employment Term or, if the termination occurs following the Initial Employment Term, during the calendar year in which the Termination Date occurred. Such lump sum shall be paid to Executive no later than March 15th of the calendar year following the calendar year in which the Termination Date occurred. For purposes of the foregoing (as well as Section 4(e) below), the amount payable with respect to the remaining benefits that would have been paid over the Employment Period will shall be extended so that it expires on determined in good faith as the later present value of the Company contributions that would have been made during the remaining Initial Employment Period End Date or the first anniversary of the date on which the Change in Control initially occurredExecutive’s behalf. (be) If the Company does not renew the AgreementExecutive’s employment hereunder is terminated as a result of Executive’s death, permanent disability or enter into a new employment agreement with Executive with the same or similar terms as the Agreement, as of incapacity during the Employment Period End DatePeriod, Executive or Executive’s representatives or beneficiaries shall receive the Executive may choose one of Accrued Obligations or if not applicable the following two options: (i) the Executive will voluntarily resign from employment with the Company as of the Employment Period End Date equivalent value in cash and the Company will shall pay to Executive or Executive, on ’s representatives or beneficiaries a one-time immediate lump sum of 90% of the 30th day after remaining Salary and benefits that would have been paid over the Initial Employment Period End Dateif Executive had not been terminated or, an amount equal to one (1) times if the highest combined annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three (3) fiscal years before the Employment Period End Date, less normal withholdings; or (ii) the Executive may elect to continue employment with the Company on an at-will basis and, for a maximum of one year termination occurs following the Initial Employment Period End DateTerm, receive during the same salary and incentive compensation opportunity as calendar year in effect in which the last year Termination Date occurred. The Company’s payment of the Agreement. The Parties agree and acknowledge that: (i) nothing in this Section 2(b) nor any action the Company may take amounts due pursuant to this Section 2(b2(e) will give rise to a claim by Executive for termination without Cause, termination for Good Reason, or termination due any person who the Company reasonably believes is authorized to the Executive’s Retirement or the normal expiration act on behalf of the Executive’s Employment Period representatives or for Severance Benefits or any amounts or benefits other than those specifically enumerated in beneficiaries shall be deemed to satisfy the Company’s obligations pursuant to this Section 2(b); (ii2(e) Executive will not in full. The Company may, should it determine to do so, purchase key man insurance in an amount sufficient to cover the obligation to Executive’s representatives and beneficiaries who are agreed to be entitled intended third-party beneficiaries to receive any amounts or benefits under this Section 2(b) if Executive is otherwise entitled to receive or receives benefits under Section 6 provision of this Agreement; and (iii) Executive must execute and provide to the Company a Release, and the period for revoking same must have expired, before the 30th day following the Employment Period End Date in order to receive any amounts or benefits . The Company’s obligations under this Section 2(b). Nothing in this Section 2(bAgreement are not limited to any payment by any insurance company. (f) will prohibit For purposes of the Agreement, “Cause” means Executive’s employment from being terminated for Cause conviction of or for entering a guilty plea to any other event enumerated in this Agreementfelony or any crime involving moral turpitude, fraud, misrepresentation, embezzlement, theft or sexual harassment.

Employment Period. (a) Unless earlier The Employment Period shall begin on the Effective Date and shall continue for three years, and shall thereafter automatically renew for one year terms unless either party gives the other party no less than 30 days’ notice of its election not to renew, or until Executive’s employment hereunder is terminated in accordance with Section 5, 4(b). (b) The Employment Period and Executive’s employment will hereunder (i) shall terminate upon Executive’s death or permanent disability or incapacity, (ii) may be for a term terminated by the Company at any time with or without Cause (the “Employment Period”), beginning on the Effective Date and ending on June 30, 2014, the Employment Period End Date. Provided, however, that if a Change in Control, as defined in Exhibit C heretoSection 4(f)), occurs and (iii) may be terminated by Executive at any time. (c) If Executive’s employment hereunder is terminated either by the Company for Cause or by Executive for any reason during the Employment Period, then Executive shall be entitled to receive only Executive’s accrued, unpaid Salary, and for the ending year during which Executive’s employment hereunder is terminated, accrued but unused vacation time through the effective date of Executive’s termination of employment (the Employment Period will “Termination Date”), any reimbursements owed for business expenses validly incurred on or prior to the Termination Date and reimbursable in accordance with Section 3(e) and any accrued but unpaid benefits due and owing to Executive under the Benefit Plans and as may be extended so that it expires on provided in the later of Plan or any award granted pursuant to the Employment Period End Date Plan (collectively, the “Accrued Obligations”), and shall not be entitled to any other compensation or the first anniversary of the date on which the Change in Control initially occurredbenefits. (bd) If Executive’s employment hereunder is terminated without Cause by the Company during the Employment Period, then Executive shall be entitled to receive the Accrued Obligations and, provided Executive signs and does not renew revoke a general release of claims against the AgreementCompany and its affiliates within the time period designated in the form to be provided by the Company on or within 14 days after the Termination Date1, does not apply for unemployment compensation chargeable to the Company or enter into a new employment agreement with Executive with any of its subsidiaries during the same or similar terms as 12 months following the Agreement, as of the Employment Period End Termination Date, and subject to Executive’s compliance with each obligation pursuant to Section 5, Section 6 and Section 7, Executive shall receive, for a period of ten consecutive months after the Executive may choose one effective date of the following two options: such termination without Cause (i) the Executive will voluntarily resign from employment with the Company as of the Employment Period End Date Base Salary (prorated monthly), and the Company will pay to Executive, on the 30th day after the Employment Period End Date, (ii) an amount equal to one the monthly premiums or cost of coverage under COBRA for Executive (1and his dependents to the extent they are eligible) times the highest combined annual Base Salary and Variable Compensation earned by Executive from applicable to the Company’s group health plans, including any which amount Executive may use, if he so chooses at his sole discretion, for the payment of COBRA premiums during such amounts earned but deferredperiod. Any payments or benefits to Executive under this Section 4(d) shall be paid or provided, in as applicable, as and when they would have been paid or provided by the last three Company had the termination without Cause not occurred, without postponement of commencement until after the end of the applicable revocation period for the general release of claims. (3e) fiscal years before If Executive’s employment hereunder is terminated as a result of Executive’s death, permanent disability or incapacity during the Employment Period End DatePeriod, less normal withholdings; Executive or (ii) the Executive may elect to continue employment with the Company on an at-will basis and, for a maximum of one year following the Employment Period End Date, receive the same salary and incentive compensation opportunity as in effect in the last year of the Agreement. The Parties agree and acknowledge that: (i) nothing in this Section 2(b) nor any action the Company may take pursuant to this Section 2(b) will give rise to a claim by Executive for termination without Cause, termination for Good Reason, or termination due to the Executive’s Retirement representatives or the normal expiration of the Executive’s Employment Period or for Severance Benefits or any amounts or benefits other than those specifically enumerated in this Section 2(b); (ii) Executive will not beneficiaries shall be entitled to receive only the Accrued Obligations and any amounts or rights to continuation of coverage and to benefits under this any Benefit Plans required under applicable law and subject to Executive’s compliance to the extent possible with each obligation pursuant to Section 2(b) if Executive is otherwise entitled to receive or receives benefits under 5, Section 6 and Section 7. (f) For purposes of this the Agreement, “Cause” shall mean any of Executive’s (i) willful failure to comply with any valid and legal directive of the Board, (ii) willful engagement in dishonesty, illegal conduct, or gross misconduct, which is, in each case, injurious to the Company or any of its affiliates; and (iii) embezzlement, misappropriation, or intentional fraud, whether or not related to Executive’s employment with the Company; (iv) conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent); (v) commission or conviction of a crime which would disqualify Executive must execute for registration or licensure by the applicable regulatory or licensing authority governing the Company’s or any of its subsidiary’s or affiliate’s participation in a State-regulated cannabis program; (vi) material breach of any material obligation under this Agreement or any other written agreement between Executive and provide the Company or any of its subsidiaries; or (vii) any material failure by Executive to comply with the Company’s written policies or rules, as they may be in effect from time to time, if such failure causes reputational or financial harm to the Company or any of its affiliates. For the avoidance of doubt, if any action or omission by Executive could be deemed a Releaseviolation of any U.S. federal law relating to the cultivation, harvesting, production, distribution, sale or possession of cannabis, marijuana or related substances or products containing or relating to the foregoing, and the period for revoking same must have expiredsuch action or omission is not a violation of, before the 30th day following the Employment Period End Date and is done in order to receive any amounts compliance with, applicable U.S. state law, then such action or benefits under this Section 2(b). Nothing in this Section 2(b) will prohibit Executive’s employment from being terminated omission shall not be deemed a basis for Cause or for any other event enumerated in this Agreementhereunder.

Employment Period. (a) Unless earlier terminated The terms and conditions of this Agreement shall be and remain in accordance with effect during the period of two years beginning on April 1, 2007 (the “Commencement Date”) and ending on the second anniversary of the Commencement Date (the “Initial Term”), plus such extensions, if any, as are provided pursuant to Section 5, Executive’s employment will be for a term 2(b) hereof (the “Employment Period”), beginning on the Effective Date and ending on June 30, 2014, the Employment Period End Date. Provided, however, that if a Change in Control, as defined in Exhibit C hereto, occurs during the Employment Period, the ending date of the Employment Period will be extended so that it expires on the later of the Employment Period End Date or the first anniversary of the date on which the Change in Control initially occurred. (b) Except as provided in Section 2(c), prior to the first annual anniversary of the Commencement Date and each annual anniversary thereafter, the Board of Directors of the Employer shall consider and review (after taking into account all relevant factors, including the Executive’s performance and any recommendation of the Chief Executive Officer) a one-year extension of the term of this Agreement, and the term shall continue to extend each year (beginning with the first annual anniversary date) if the Board of Directors so approve such extension unless the Executive gives written notice to the Employer of the Executive’s election not to extend the term, with such notice to be given not less than ninety (90) days prior to any such anniversary date. If the Company Board of Directors elects not to extend the term, it shall give written notice of such decision to the Executive not less than ninety (90) days prior to any such anniversary date. If the Executive does not renew receive such notice, the AgreementExecutive may, or enter into a new employment agreement with by written notice given at any time during the ninety (90) days prior to the relevant anniversary date, request from the Board of Directors written confirmation that the term has been extended and, if such confirmation is not received by the Executive with within thirty (30) days after the same or similar terms as the Agreement, as of the Employment Period End Daterequest therefor is made, the Executive may choose one treat the term as having not been extended. Upon termination of the following two options: (i) the Executive will voluntarily resign from Executive’s employment with the Company as of the Employment Period End Date and the Company will pay to ExecutiveEmployer for any reason whatsoever, on the 30th day after the Employment Period End Date, an amount equal to one (1) times the highest combined any annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three (3) fiscal years before the Employment Period End Date, less normal withholdings; or (ii) the Executive may elect to continue employment with the Company on an at-will basis and, for a maximum of one year following the Employment Period End Date, receive the same salary and incentive compensation opportunity as in effect in the last year of the Agreement. The Parties agree and acknowledge that: (i) nothing in this Section 2(b) nor any action the Company may take extensions provided pursuant to this Section 2(b) will give rise to a claim by Executive for termination without Cause), termination for Good Reasonif not theretofore discontinued, or termination due to shall automatically cease. In addition, no annual renewals shall extend beyond the Executive’s Normal Retirement or Date (as defined in the normal expiration Employer’s defined benefit pension plan, the “Employees’ Retirement Plan of NewAlliance Bank”), and in no event shall the Employment Period extend beyond the Executive’s Employment Period or for Severance Benefits or any amounts or benefits other than those specifically enumerated Normal Retirement Date. (c) Nothing in this Section 2(b); (ii) Executive will not Agreement shall be entitled deemed to receive prohibit the Employer at any amounts or benefits under this Section 2(b) if Executive is otherwise entitled to receive or receives benefits under Section 6 of this Agreement; and (iii) Executive must execute and provide to time from terminating the Company a Release, and the period for revoking same must have expired, before the 30th day following Executive’s employment during the Employment Period End Date in order to receive any amounts with or benefits under this Section 2(b). Nothing in this Section 2(b) will prohibit Executive’s employment from being terminated for Cause or without notice for any other reason, provided, however, that the relative rights and obligations of the Employer and the Executive in the event enumerated in of any such termination, including any requirements with respect to prior notice of such termination, shall be determined under this Agreement.

Employment Period. (a) Unless the Employment Period is terminated earlier terminated in accordance with pursuant to Section 52(b) hereof, Executive’s employment will be the Company shall employ you on the terms and subject to the conditions of this Agreement for a three (3)-year term commencing effective as of the Commencement Date and ending on the day immediately preceding the third anniversary of the Commencement Date (the “Employment Period”), beginning on . Effective upon the Effective Date and ending on June 30, 2014, the Employment Period End Date. Provided, however, that if a Change in Control, as defined in Exhibit C hereto, occurs during expiration of the Employment Period, the ending date of the Employment Period will be extended so that it expires on automatically renewed for successive one (1)-year periods, unless at least four (4) months prior to the later expiration of the Employment Period, you shall give written notice to the Company of your intention not to renew the Employment Period End Date or at least two (2) months prior to the first anniversary expiration of the date on which Employment Period, the Change in Control initially occurredCompany shall give you written notice of its intention not to renew the Employment Period. (b) If Your employment with the Company does not renew hereunder may be terminated prior to the Agreement, or enter into a new employment agreement with Executive with the same or similar terms as the Agreement, as expiration of the Employment Period End Date, upon the Executive may choose one earliest to occur of the following two optionsevents: (i) your death or Disability (as defined below), (ii) voluntary termination of employment by you without Good Reason (as defined below) on at least two (2) months prior notice, unless waived by the Executive will voluntarily resign from Company, (iii) voluntary termination of employment by you for Good Reason in accordance with the procedure outlined in Section 2(f) below, (iv) termination of employment by the Company without Cause (as defined below) or (v) termination of employment by the Company for Cause. The date on which your employment is terminated hereunder for any reason (including upon the expiration of the Employment Period) shall be referred to as the “Termination Date”. (c) Upon termination of the Employment Period End Date for any reason, (A) you (or your estate) shall be entitled to any earned but unpaid Base Salary (as defined below) as of the Termination Date, any reimbursements owed to you under applicable Company policy and any vested amount arising from your participation in, or vested benefits under, any employee benefit plans, programs or arrangements, which amounts shall be payable in accordance with the terms and conditions of such benefit plans, programs, or arrangements, and (B) with respect to any equity grants outstanding as of the Termination Date, the treatment of such equity grants shall be determined in accordance with the terms and conditions of the applicable grant agreement pursuant to which such equity awards were granted to you. If the Company will pay to Executive, on the 30th day after terminates the Employment Period End Datewithout Cause, an amount equal to one (1) times the highest combined annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three (3) fiscal years before you terminate the Employment Period End Date, less normal withholdings; or (ii) the Executive may elect to continue employment with the Company on an at-will basis and, for a maximum of one year following the Employment Period End Date, receive the same salary and incentive compensation opportunity as in effect in the last year of the Agreement. The Parties agree and acknowledge that: (i) nothing in this Section 2(b) nor any action the Company may take pursuant to this Section 2(b) will give rise to a claim by Executive for termination without Cause, termination for Good Reason, or termination due your employment terminates as a result of the Company’s non-renewal of the Employment Period as contemplated by Section 2(a) above (a “Company Non-Renewal Termination”), you will be entitled to the Executive’s Retirement or following severance benefits (the normal expiration “Severance Benefits”) (it being understood that the payment of such Severance Benefits shall only commence, in accordance with the timing provisions set forth below, upon your “separation from service” within the meaning of Section 409A of the ExecutiveInternal Revenue Code of 1986, as amended, and any regulations thereunder (the “Code”) and it further being understood that the Company’s Employment Period or for obligation to provide you Severance Benefits or upon a Company Non-Renewal Termination shall be expressly conditioned upon your continued compliance with Sections 4(a) and 4(b) of this Agreement): (i) continuation of your Base Salary as in effect immediately prior to such termination (your “Ending Base Salary”, and such continuation of your Ending Base Salary being referred to herein as the “Continuation Severance Payment”) in accordance with the regular payroll practices of the Company and your medical benefits (including those of your spouse and dependents, if applicable), which medical benefits the Company may elect to provide by making a payment to you on a monthly basis equal to an amount that, after all applicable taxes are paid, is equal to the amount of the monthly COBRA premiums incurred by you (including your spouse and dependents, if applicable), if any amounts or benefits other than those specifically enumerated in this Section 2(b(the “Continuation Medical Benefit”), for a period of twelve (12) months (the “Severance Period”) after the Termination Date; (ii) Executive will the Annual Bonus (as defined below) earned for the year immediately prior to the year that includes the Termination Date, to the extent not be entitled to receive any amounts or benefits under this Section 2(b) if Executive is otherwise entitled to receive or receives benefits under Section 6 of this Agreement; yet paid, and (iii) Executive must execute a lump sum amount equal to the product of (x) the Annual Bonus, if any, that you would have earned based on the actual achievement of the applicable performance objectives in the fiscal year which includes the Termination Date had your employment not been terminated and (y) a fraction, the numerator of which is the number of days in the fiscal year that includes the Termination Date through the Termination Date and the denominator of which is 365, payable when bonuses are generally paid to employees of the Company (“Pro-Rata Bonus”), but in no event later than the date that is seventy-five (75) days following the end of the year with respect to which such bonus was earned; provided that the Severance Benefits are subject to and conditioned upon your execution of a valid general release and waiver within sixty (60) days after your termination of employment (and any payment that otherwise would be made within such sixty (60)-day period pursuant to this paragraph shall be paid at the expiration of such sixty (60)-day period) in the form attached hereto as Exhibit A and your compliance with the provisions set forth in Section 4 hereof. Notwithstanding anything herein to the contrary, except in the event your employment terminates in the twenty-four- (24-) month period following a Change of Control (as defined in the Stockholders Agreement (as defined below)), your right to receive the Continuation Severance Payment during the Severance Period shall terminate effective immediately upon the date that you become employed by a new employer or otherwise begin providing services for an entity as a consultant or otherwise (“New Employment”); provided that if the cash compensation you receive pursuant to such New Employment, including without limitation guaranteed bonus payments relating to the Severance Period whether or not paid during the Severance Period (“New Compensation”), is less than your Ending Base Salary, the Company will continue to pay you, in accordance with the regular payroll practices of the Company, an incremental amount during the remaining Severance Period such that the New Compensation payments you receive together with such incremental amount will equal your Ending Base Salary on an annualized basis. In addition, your right to receive the Continuation Medical Benefit shall cease immediately upon your being eligible for coverage under another group health plan. For purposes of clarification only, any New Employment obtained by you during the Severance Period shall not affect your right to receive the Pro-Rata Bonus subject to compliance with the conditions outlined above for provision of the Severance Benefits. You shall immediately notify the Company upon obtaining New Employment and provide to all information regarding compensation and medical coverage reasonably requested by the Company. Except as set forth herein, the Company a Releaseshall have no additional obligations to pay you any severance, and termination pay or other similar compensation or benefits. Notwithstanding the period for revoking same must have expiredforegoing paragraph, before in the 30th day following event the Company terminates the Employment Period End Date without Cause or you terminate the Employment Period for Good Reason, and you are a “specified employee” within the meaning of Section 409A of the Code (as determined in order to receive accordance with the methodology established by the Company as in effect on the Termination Date), any amounts or benefits payable to you on account of your termination of employment during the six (6)-month period immediately following the date of your “separation from service” within the meaning of Section 409A of the Code (not including any accrued but unpaid Base Salary as of your Termination Date) that constitute the payment of nonqualified deferred compensation within the meaning of Section 409A of the Code shall be deferred and accumulated for a period of six (6) months from the date of separation from service and paid in a lump sum on the first day of the seventh month following such separation from service (or, if earlier, the date of your death). In addition, for purposes of clarification, each amount payable to you under this Section 2(b2(c) shall constitute a “separately identified amount” within the meaning of Treasury Regulation Section 1.409A-2(b)(2). Nothing . (d) For purposes of this Agreement, the term “Cause” shall mean, as determined in good faith by the Board of Directors of Parent (the “Parent Board”), (i) the indictment for a felony or any crime involving moral turpitude or being charged or sanctioned by a federal or state government or governmental authority or agency with violations of applicable laws in any judicial or administrative process or proceeding, or having been found by any court or governmental authority or agency to have committed any such violation, (ii) willful misconduct or gross negligence in connection with the performance of your duties as an employee of the Company, (iii) a willful and material breach of this Agreement, including without limitation, your failure to substantially perform your duties and responsibilities hereunder, after you have been given written notice specifying such breach and at least thirty (30) days to cure such breach, to the extent reasonably susceptible to cure, (iv) a fraudulent act or omission by you adverse to the reputation of the Company or any affiliate, (v) the willful disclosure by you of any Confidential Information (as defined below) to persons not authorized to know same, and (vi) your violation of or failure to comply with (A) any Company policy, including, without limitation, the Code of Ethics and Business Practices, or (B) any legal or regulatory obligations or requirements, provided that with respect to this Section 2(b2(d)(vi), you shall be given thirty (30) will prohibit Executive’s days to cure such violation to the extent such violation is reasonably susceptible to cure. If subsequent to the termination of your employment, it is discovered that your employment from being could have been terminated for Cause pursuant to sections (i) or (iv) of this Section 2(d), your employment shall, at the election of the Company, in its sole discretion, be deemed to have been terminated for Cause in which event the Company shall be entitled to immediately cease providing any other event enumerated Severance Benefits to you or on your behalf and recover any payments previously made to you or on your behalf in the form of Severance Benefits. For purposes of this Agreementprovision, no act or omission 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 authority given pursuant to a resolution duly adopted by the Board of Directors of the Company (the “Board”) or the Parent Board shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of the Company.

Employment Period. (a) Unless earlier terminated The terms and conditions of this Agreement shall be and remain in accordance with Section 5, Executive’s employment will be for a term (effect during the “Employment Period”), period of three years beginning on the Effective Date and ending on June 30, 2014, the Employment Period End Date. Provided, however, that if a Change in Control, as defined in Exhibit C hereto, occurs during the Employment Period, the ending date of the Employment Period will be extended so that it expires on the later of the Employment Period End Date or the first third anniversary of the date on which Effective Date, plus such extensions, if any, as are provided pursuant to Section 2(b) hereof (the Change in Control initially occurred“Employment Period”). (b) Except as provided in Section 2(c), prior to the first annual anniversary of the date first above written and each annual anniversary thereafter, the Boards of Directors of the Employers shall consider and review (after taking into account all relevant factors, including the Executive’s performance) a one-year extension of the term of this Agreement, and the term shall continue to extend each year (beginning with the first annual anniversary date) if the Boards of Directors so approve such extension unless the Executive gives written notice to the Employers of the Executive’s election not to extend the term, with such notice to be given not less than ninety (90) days prior to any such anniversary date. If the Company Board of Directors elects not to extend the term, it shall give written notice of such decision to the Executive not less than ninety (90) days prior to any such anniversary date. If the Executive does not renew receive such notice, he may, by written notice given at any time during the Agreementninety (90) days prior to the relevant anniversary date, or enter into a new employment agreement with request from the Board of Directors written confirmation that the term has been extended and, if such confirmation is not received by the Executive with within thirty (30) days after the same or similar terms as the Agreement, as of the Employment Period End Daterequest therefor is made, the Executive may choose one treat the term as having not been extended. Upon termination of the following two options: (i) the Executive will voluntarily resign from Executive’s employment with the Company as either of the Employment Period End Date and the Company will pay to ExecutiveEmployers for any reason whatsoever, on the 30th day after the Employment Period End Date, an amount equal to one (1) times the highest combined any annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three (3) fiscal years before the Employment Period End Date, less normal withholdings; or (ii) the Executive may elect to continue employment with the Company on an at-will basis and, for a maximum of one year following the Employment Period End Date, receive the same salary and incentive compensation opportunity as in effect in the last year of the Agreement. The Parties agree and acknowledge that: (i) nothing in this Section 2(b) nor any action the Company may take extensions provided pursuant to this Section 2(b) will give rise to a claim by Executive for termination without Cause), termination for Good Reasonif not theretofore discontinued, or termination due to shall automatically cease. In addition, no annual renewals shall extend beyond the Executive’s Retirement or 65th birthday, and in no event shall the normal expiration of Employment Period extend beyond the Executive’s Employment Period or for Severance Benefits or any amounts or benefits other than those specifically enumerated 65th birthday. (c) Nothing in this Section 2(b); (ii) Executive will not Agreement shall be entitled deemed to receive prohibit the Employers at any amounts or benefits under this Section 2(b) if Executive is otherwise entitled to receive or receives benefits under Section 6 of this Agreement; and (iii) Executive must execute and provide to time from terminating the Company a Release, and the period for revoking same must have expired, before the 30th day following Executive’s employment during the Employment Period End Date in order to receive any amounts with or benefits under this Section 2(b). Nothing in this Section 2(b) will prohibit Executive’s employment from being terminated for Cause or without notice for any other reason, provided, however, that the relative rights and obligations of the Employers and the Executive in the event enumerated in of any such termination shall be determined under this Agreement.

Employment Period. (a) Unless the Employment Period is terminated earlier terminated in accordance with pursuant to Section 52(b) hereof, Executive’s employment the Company shall employ you on the terms and subject to the conditions of this Agreement for a three (3) year term commencing effective as of the Commencement Date and ending on the day immediately preceding the third anniversary of the Commencement Date. The term of this Agreement will be automatically renewed for a successive one (1)-year periods, unless at least four (4) months prior to the expiration of the term, you shall give written notice to the Company of your intention not to renew the term or at least two (2) months prior to the expiration of the term, the Company shall give you written notice of its intention not to renew the term (such term of employment, as from time to time extended, the “Employment Period”), beginning on the Effective Date and ending on June 30, 2014, the Employment Period End Date. Provided, however, that if a Change in Control, as defined in Exhibit C hereto, occurs during the Employment Period, the ending date of the Employment Period will be extended so that it expires on the later of the Employment Period End Date or the first anniversary of the date on which the Change in Control initially occurred. (b) If Your employment with the Company does not renew hereunder may be terminated prior to the Agreement, or enter into a new employment agreement with Executive with the same or similar terms as the Agreement, as expiration of the Employment Period End Date, upon the Executive may choose one earliest to occur of the following two optionsevents: (i) your death or Disability (as defined below), (ii) voluntary termination of employment by you without Good Reason (as defined below) on at least two (2) months’ prior written notice, unless waived by the Executive will voluntarily resign from Company, (iii) voluntary termination of employment by you for Good Reason in accordance with the procedure outlined in Section 2(f) below, (iv) termination of employment by the Company without Cause (as defined below) or (v) termination of employment by the Company for Cause. The date on which your employment is terminated hereunder for any reason (including upon the expiration of the Employment Period) shall be referred to as the “Termination Date”. (c) Upon termination of the Employment Period End Date for any reason, (A) you (or your estate) shall be entitled to any earned but unpaid Base Salary (as defined below) as of the Termination Date, any reimbursements owed to you under applicable Company policy and any vested amounts arising from your participation in, or vested benefits under, any employee benefit plans, programs or arrangements, which amounts shall be payable in accordance with the terms and conditions of such benefit plans, programs, or arrangements, and (B) with respect to any equity grants outstanding as of the Termination Date, the treatment of such equity grants shall be determined in accordance with the terms and conditions of the applicable grant agreement pursuant to which such equity awards were granted to you. If the Company will pay to Executive, on the 30th day after terminates the Employment Period End Datewithout Cause, an amount equal to one (1) times the highest combined annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three (3) fiscal years before you terminate the Employment Period End Date, less normal withholdings; or (ii) the Executive may elect to continue employment with the Company on an at-will basis and, for a maximum of one year following the Employment Period End Date, receive the same salary and incentive compensation opportunity as in effect in the last year of the Agreement. The Parties agree and acknowledge that: (i) nothing in this Section 2(b) nor any action the Company may take pursuant to this Section 2(b) will give rise to a claim by Executive for termination without Cause, termination for Good Reason, or termination due your employment terminates as a result of the Company’s non-renewal of the Employment Period as contemplated by Section 2(a) above (a “Company Non-Renewal Termination”), you will be entitled to the Executive’s Retirement or following severance benefits (the normal expiration “Severance Benefits”) (it being understood that the payment of such Severance Benefits shall only commence, in accordance with the timing provisions set forth below, upon your “separation from service” within the meaning of Section 409A of the ExecutiveInternal Revenue Code of 1986, as amended, and any regulations thereunder (the “Code”) and it further being understood that the Company’s Employment Period or for obligation to provide you Severance Benefits or upon a Company Non-Renewal Termination shall be expressly conditioned upon your continued compliance with Sections 4(a) and 4(b) of this Agreement): (i) continuation of your Base Salary as in effect immediately prior to such termination (your “Ending Base Salary”, and such continuation of your Ending Base Salary being referred to herein as the “Continuation Severance Payment”) in accordance with the regular payroll practices of the Company and your medical benefits (including those of your spouse and dependents, if applicable), which medical benefits the Company may elect to provide by making a payment to you on a monthly basis equal to an amount that, after all applicable taxes are paid, is equal to the amount of the monthly COBRA premiums incurred by you (including your spouse and dependents, if applicable), if any amounts or benefits other than those specifically enumerated in this Section 2(b(the “Continuation Medical Benefit”), for a period of twelve (12) months (the “Severance Period”) after the Termination Date; (ii) Executive will the Annual Bonus (as defined below) earned for the year immediately prior to the year that includes the Termination Date, to the extent not be entitled to receive any amounts or benefits under this Section 2(b) if Executive is otherwise entitled to receive or receives benefits under Section 6 of this Agreement; yet paid, and (iii) Executive must execute an amount equal to your target Annual Bonus, payable in monthly installments over the Severance Period (iv) a lump sum amount equal to the product of (x) the Annual Bonus, if any, that you would have earned based on the actual achievement of the applicable performance objectives in the fiscal year which includes the Termination Date had your employment not been terminated and (y) a fraction, the numerator of which is the number of days in the fiscal year that includes the Termination Date through the Termination Date and the denominator of which is 365, payable when bonuses are generally paid to employees of the Company (“Pro-Rata Bonus”), but in no event later than the date that is seventy-five (75) days following the end of the year with respect to which such bonus was earned; provided that the Severance Benefits are subject to and conditioned upon your execution of a valid general release and waiver within sixty (60) days after your termination of employment (and any payment that otherwise would be made within such sixty (60)-day period pursuant to this paragraph shall be paid at the expiration of such sixty (60)-day period) in the form attached hereto as Exhibit A and your compliance with the provisions set forth in Section 4 hereof. Notwithstanding anything herein to the contrary, except in the event your employment terminates in the twenty-four (24) month period following a Change of Control (as defined in the Stockholders Agreement (as defined below)), your right to receive the Continuation Severance Payment during the Severance Period shall terminate effective immediately upon the date that you become employed by a new employer or otherwise begin providing services for an entity as a consultant or otherwise (“New Employment”); provided that if the cash compensation you receive pursuant to such New Employment, including without limitation guaranteed bonus payments relating to the Severance Period whether or not paid during the Severance Period (“New Compensation”), is less than your Ending Base Salary, the Company will continue to pay you, in accordance with the regular payroll practices of the Company, an incremental amount during the remaining Severance Period such that the New Compensation payments you receive together with such incremental amount will equal your Ending Base Salary on an annualized basis. In addition, your right to receive the Continuation Medical Benefit shall cease immediately upon your being eligible for coverage under another group health plan. For purposes of clarification only, any New Employment obtained by you during the Severance Period shall not affect your right to receive the Pro-Rata Bonus subject to compliance with the conditions outlined above for provision of the Severance Benefits. You shall immediately notify the Company upon obtaining New Employment and provide to all information regarding compensation and medical coverage reasonably requested by the Company. Except as set forth herein, the Company a Releaseshall have no additional obligations to pay you any severance, and termination pay or other similar compensation or benefits. Notwithstanding the period for revoking same must have expiredforegoing paragraph, before in the 30th day following event the Company terminates the Employment Period End Date without Cause or you terminate the Employment Period for Good Reason, and you are a “specified employee” within the meaning of Section 409A of the Code (as determined in order to receive accordance with the methodology established by the Company as in effect on the Termination Date), any amounts or benefits payable to you on account of your termination of employment during the six (6)-month period immediately following the date of your “separation from service” within the meaning of Section 409A of the Code (not including any accrued but unpaid Base Salary as of your Termination Date) that constitute the payment of nonqualified deferred compensation within the meaning of Section 409A of the Code shall be deferred and accumulated for a period of six (6) months from the date of separation from service and paid in a lump sum on the first day of the seventh month following such separation from service (or, if earlier, the date of your death). In addition, for purposes of clarification, each amount payable to you under this Section 2(b2(c) shall constitute a “separately identified amount” within the meaning of Treasury Regulation Section 1.409A-2(b)(2). Nothing . (d) For purposes of this Agreement, the term “Cause” shall mean, as determined in good faith by the Board of Directors of Parent (the “Parent Board”), (i) the indictment for a felony or any crime involving moral turpitude or being charged or sanctioned by a federal or state government or governmental authority or agency with violations of applicable laws in any judicial or administrative process or proceeding, or having been found by any court or governmental authority or agency to have committed any such violation, (ii) willful misconduct or gross negligence in connection with the performance of your duties as an employee of the Company, (iii) a willful and material breach of this Agreement, including without limitation, your failure to substantially perform your duties and responsibilities hereunder, after you have been given written notice specifying such breach and at least thirty (30) days to cure such breach, to the extent reasonably susceptible to cure, (iv) a fraudulent act or omission by you adverse to the reputation of the Company or any affiliate, (v) the willful disclosure by you of any Confidential Information (as defined below) to persons not authorized to know same, and (vi) your violation of or failure to comply with (A) any Company policy, including, without limitation, the Code of Ethics and Business Practices, or (B) any legal or regulatory obligations or requirements, provided that with respect to this Section 2(b2(d)(vi), you shall be given thirty (30) will prohibit Executive’s days to cure such violation to the extent such violation is reasonably susceptible to cure. If subsequent to the termination of your employment, it is discovered that your employment from being could have been terminated for Cause pursuant to sections (i) or (iv) of this Section 2(d), your employment shall, at the election of the Company, in its sole discretion, be deemed to have been terminated for Cause in which event the Company shall be entitled to immediately cease providing any other event enumerated Severance Benefits to you or on your behalf and recover any payments previously made to you or on your behalf in the form of Severance Benefits. For purposes of this Agreementprovision, no act or omission 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 authority given pursuant to a resolution duly adopted by the Board of Directors of the Company (the “Board”) or the Parent Board shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of the Company.

Employment Period. (a) Unless earlier terminated The terms and conditions of this Agreement shall be and remain in accordance with Section 5, Executive’s employment will be for a term (effect during the “Employment Period”), period of three years beginning on the Effective Date and ending on June 30, 2014, the Employment Period End Date. Provided, however, that if a Change in Control, as defined in Exhibit C hereto, occurs during the Employment Period, the ending date of the Employment Period will be extended so that it expires on the later of the Employment Period End Date or the first third anniversary of the date on which Effective Date, plus such extensions, if any, as are provided pursuant to Section 2(b) hereof (the Change in Control initially occurred“Employment Period”). (b) Except as provided in Section 2(c), prior to the first annual anniversary of the date first above written and each annual anniversary thereafter, the Boards of Directors of the Employers shall consider and review (after taking into account all relevant factors, including the Executive’s performance) a one-year extension of the term of this Agreement, and the term shall continue to extend each year (beginning with the first annual anniversary date) if the Boards of Directors so approve such extension unless the Executive gives written notice to the Employers of the Executive’s election not to extend the term, with such notice to be given not less than ninety (90) days prior to any such anniversary date. If the Company Board of Directors elects not to extend the term, it shall give written notice of such decision to the Executive not less than ninety (90) days prior to any such anniversary date. If the Executive does not renew receive such notice, she may, by written notice given at any time during the Agreementninety (90) days prior to the relevant anniversary date, or enter into a new employment agreement with request from the Board of Directors written confirmation that the term has been extended and, if such confirmation is not received by the Executive with within thirty (30) days after the same or similar terms as the Agreement, as of the Employment Period End Daterequest therefor is made, the Executive may choose one treat the term as having not been extended. Upon termination of the following two options: (i) the Executive will voluntarily resign from Executive’s employment with the Company as either of the Employment Period End Date and the Company will pay to ExecutiveEmployers for any reason whatsoever, on the 30th day after the Employment Period End Date, an amount equal to one (1) times the highest combined any annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three (3) fiscal years before the Employment Period End Date, less normal withholdings; or (ii) the Executive may elect to continue employment with the Company on an at-will basis and, for a maximum of one year following the Employment Period End Date, receive the same salary and incentive compensation opportunity as in effect in the last year of the Agreement. The Parties agree and acknowledge that: (i) nothing in this Section 2(b) nor any action the Company may take extensions provided pursuant to this Section 2(b) will give rise to a claim by Executive for termination without Cause), termination for Good Reasonif not theretofore discontinued, or termination due to shall automatically cease. In addition, no annual renewals shall extend beyond the Executive’s Retirement or 65th birthday, and in no event shall the normal expiration of Employment Period extend beyond the Executive’s Employment Period or for Severance Benefits or any amounts or benefits other than those specifically enumerated 65th birthday. (c) Nothing in this Section 2(b); (ii) Executive will not Agreement shall be entitled deemed to receive prohibit the Employers at any amounts or benefits under this Section 2(b) if Executive is otherwise entitled to receive or receives benefits under Section 6 of this Agreement; and (iii) Executive must execute and provide to time from terminating the Company a Release, and the period for revoking same must have expired, before the 30th day following Executive’s employment during the Employment Period End Date in order to receive any amounts with or benefits under this Section 2(b). Nothing in this Section 2(b) will prohibit Executive’s employment from being terminated for Cause or without notice for any other reason, provided, however, that the relative rights and obligations of the Employers and the Executive in the event enumerated in of any such termination, including any requirements with respect to prior notice of such termination, shall be determined under this Agreement.

Employment Period. (a) Unless earlier terminated The terms and conditions of this Agreement shall be and remain in accordance with effect during the period ending on April 1, 2009 (the “Initial Term”), plus such extensions, if any, as are provided pursuant to Section 5, Executive’s employment will be for a term 2(b) hereof (the “Employment Period”), beginning on the Effective Date and ending on June 30, 2014, the Employment Period End Date. Provided, however, that if a Change in Control, as defined in Exhibit C hereto, occurs during the Employment Period, the ending date of the Employment Period will be extended so that it expires on the later of the Employment Period End Date or the first anniversary of the date on which the Change in Control initially occurred. (b) Except as provided in Section 2(c), prior to April 1, 2008 and each annual anniversary thereafter, the Board of Directors of the Employer shall consider and review (after taking into account all relevant factors, including the Executive’s performance and any recommendation of the Chief Executive Officer) a one-year extension of the term of this Agreement, and the term shall continue to extend each year (beginning with April 1, 2008) if the Board of Directors so approve such extension unless the Executive gives written notice to the Employer of the Executive’s election not to extend the term, with such notice to be given not less than ninety (90) days prior to April 1, 2008 or any subsequent anniversary date. If the Company Board of Directors elects not to extend the term, it shall give written notice of such decision to the Executive not less than ninety (90) days prior to any such anniversary date. If the Executive does not renew receive such notice, the AgreementExecutive may, or enter into a new employment agreement with by written notice given at any time during the ninety (90) days prior to the relevant anniversary date, request from the Board of Directors written confirmation that the term has been extended and, if such confirmation is not received by the Executive with within thirty (30) days after the same or similar terms as the Agreement, as of the Employment Period End Daterequest therefor is made, the Executive may choose one treat the term as having not been extended. Upon termination of the following two options: (i) the Executive will voluntarily resign from Executive’s employment with the Company as of the Employment Period End Date and the Company will pay to ExecutiveEmployer for any reason whatsoever, on the 30th day after the Employment Period End Date, an amount equal to one (1) times the highest combined any annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three (3) fiscal years before the Employment Period End Date, less normal withholdings; or (ii) the Executive may elect to continue employment with the Company on an at-will basis and, for a maximum of one year following the Employment Period End Date, receive the same salary and incentive compensation opportunity as in effect in the last year of the Agreement. The Parties agree and acknowledge that: (i) nothing in this Section 2(b) nor any action the Company may take extensions provided pursuant to this Section 2(b) will give rise to a claim by Executive for termination without Cause), termination for Good Reasonif not theretofore discontinued, or termination due to shall automatically cease. In addition, no annual renewals shall extend beyond the Executive’s Retirement or 65th birthday, and in no event shall the normal expiration of Employment Period extend beyond the Executive’s Employment Period or for Severance Benefits or any amounts or benefits other than those specifically enumerated 65th birthday. (c) Nothing in this Section 2(b); (ii) Executive will not Agreement shall be entitled deemed to receive prohibit the Employer at any amounts or benefits under this Section 2(b) if Executive is otherwise entitled to receive or receives benefits under Section 6 of this Agreement; and (iii) Executive must execute and provide to time from terminating the Company a Release, and the period for revoking same must have expired, before the 30th day following Executive’s employment during the Employment Period End Date in order to receive any amounts with or benefits under this Section 2(b). Nothing in this Section 2(b) will prohibit Executive’s employment from being terminated for Cause or without notice for any other reason, provided, however, that the relative rights and obligations of the Employer and the Executive in the event enumerated in of any such termination, including any requirements with respect to prior notice of such termination, shall be determined under this Agreement.

Employment Period. (a) Unless earlier terminated The terms and conditions of this Agreement shall be and remain in accordance with effect during the period beginning on February 19, 2009 and continuing until April 1, 2011 (the “Initial Term”), plus such extensions, if any, as are provided pursuant to Section 5, Executive’s employment will be for a term 2(b) hereof (the “Employment Period”), beginning on the Effective Date and ending on June 30, 2014, the Employment Period End Date. Provided, however, that if a Change in Control, as defined in Exhibit C hereto, occurs during the Employment Period, the ending date of the Employment Period will be extended so that it expires on the later of the Employment Period End Date or the first anniversary of the date on which the Change in Control initially occurred. (b) Except as provided in Section 2(c), prior to April 1, 2010 and each annual anniversary thereafter, the Board of Directors of the Employer shall consider and review (after taking into account all relevant factors, including the Executive’s performance and any recommendation of the Chief Executive Officer) a one-year extension of the term of this Agreement, and the term shall continue to extend each year (beginning with the first annual anniversary date) if the Board of Directors so approves such extension unless the Executive gives written notice to the Employer of the Executive’s election not to extend the term, with such notice to be given not less than ninety (90) days prior to any such anniversary date. If the Company Board of Directors elects not to extend the term, it shall give written notice of such decision to the Executive no later than December 31st of the year preceding any such anniversary date. If the Executive does not renew receive such notice, the AgreementExecutive may, or enter into a new employment agreement with by written notice given at any time prior to February 1st of such anniversary date, request from the Chief Executive with Officer written confirmation that the same or similar terms as term has been extended and, if such confirmation is not received by the Agreement, as of Executive within thirty (30) days after the Employment Period End Daterequest therefor is made, the Executive may choose one treat the term as having not been extended. Upon termination of the following two options: (i) the Executive will voluntarily resign from Executive’s employment with the Company as of the Employment Period End Date and the Company will pay to ExecutiveEmployer for any reason whatsoever, on the 30th day after the Employment Period End Date, an amount equal to one (1) times the highest combined any annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three (3) fiscal years before the Employment Period End Date, less normal withholdings; or (ii) the Executive may elect to continue employment with the Company on an at-will basis and, for a maximum of one year following the Employment Period End Date, receive the same salary and incentive compensation opportunity as in effect in the last year of the Agreement. The Parties agree and acknowledge that: (i) nothing in this Section 2(b) nor any action the Company may take extensions provided pursuant to this Section 2(b) will give rise to a claim by Executive for termination without Cause), termination for Good Reasonif not theretofore discontinued, or termination due to shall automatically cease. In addition, no annual renewals shall extend beyond the Executive’s Retirement or 65th birthday, and in no event shall the normal expiration of Employment Period extend beyond the Executive’s Employment Period or for Severance Benefits or any amounts or benefits other than those specifically enumerated in this Section 2(b); (ii) Executive will not 65th birthday. All actions to be entitled to receive any amounts or benefits taken by the Board of Directors under this Section 2(b) if Executive is otherwise entitled may be taken by the Compensation Committee of the Board of Directors. (c) Nothing in this Agreement shall be deemed to receive or receives benefits under Section 6 of this Agreement; and (iii) Executive must execute and provide to prohibit the Company a Release, and Employer at any time from terminating the period for revoking same must have expired, before the 30th day following Executive’s employment during the Employment Period End Date in order to receive any amounts with or benefits under this Section 2(b). Nothing in this Section 2(b) will prohibit Executive’s employment from being terminated for Cause or without notice for any other reason, provided, however, that the relative rights and obligations of the Employer and the Executive in the event enumerated in of any such termination, including any requirements with respect to prior notice of such termination, shall be determined under this Agreement.

Employment Period. (a) Unless earlier terminated The terms and conditions of this Agreement shall be and remain in accordance with effect during the period of three years beginning on April 1, 2009 (the “Commencement Date”) and ending on the third anniversary of the Commencement Date (the “Initial Term”), plus such extensions, if any, as are provided pursuant to Section 5, Executive’s employment will be for a term 2(b) hereof (the “Employment Period”), beginning on the Effective Date and ending on June 30, 2014, the Employment Period End Date. Provided, however, that if a Change in Control, as defined in Exhibit C hereto, occurs during the Employment Period, the ending date of the Employment Period will be extended so that it expires on the later of the Employment Period End Date or the first anniversary of the date on which the Change in Control initially occurred. (b) Except as provided in Section 2(c), prior to the first annual anniversary of the Commencement Date and each annual anniversary thereafter, the Boards of Directors of the Employers shall consider and review (after taking into account all relevant factors, including the Executive’s performance and any recommendation of Chief Executive Officer) a one-year extension of the term of this Agreement, and the term shall continue to extend each year (beginning with the first annual anniversary date) if the Boards of Directors so approve such extension, unless the Executive gives written notice to the Employers of the Executive’s election not to extend the term, with such notice to be given by the Executive not less than ninety (90) days prior to any such anniversary date. If the Company Board of Directors elects not to extend the term, it shall give written notice of such decision to the Executive not less than ninety (90) days prior to any such anniversary date. If the Executive does not renew receive such notice, she may, by written notice given at any time during the Agreementninety (90) days prior to the relevant anniversary date, or enter into a new employment agreement with request from the Board of Directors written confirmation that the term has been extended and, if such confirmation is not received by the Executive with within thirty (30) days after the same or similar terms as the Agreement, as of the Employment Period End Daterequest therefor is made, the Executive may choose one treat the term as having not been extended. Upon termination of the following two options: (i) the Executive will voluntarily resign from Executive’s employment with the Company as either of the Employment Period End Date and the Company will pay to ExecutiveEmployers for any reason whatsoever, on the 30th day after the Employment Period End Date, an amount equal to one (1) times the highest combined any annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three (3) fiscal years before the Employment Period End Date, less normal withholdings; or (ii) the Executive may elect to continue employment with the Company on an at-will basis and, for a maximum of one year following the Employment Period End Date, receive the same salary and incentive compensation opportunity as in effect in the last year of the Agreement. The Parties agree and acknowledge that: (i) nothing in this Section 2(b) nor any action the Company may take extensions provided pursuant to this Section 2(b) will give rise to a claim by Executive for termination without Cause), termination for Good Reasonif not theretofore discontinued, or termination due to shall automatically cease. In addition, no annual renewals shall extend beyond the Executive’s Retirement or 65th birthday, and in no event shall the normal expiration of Employment Period extend beyond the Executive’s Employment Period or for Severance Benefits or any amounts or benefits other than those specifically enumerated in this Section 2(b); (ii) Executive will not 65th birthday. All actions to be entitled to receive any amounts or benefits taken by the Board of Directors under this Section 2(b) if Executive is otherwise entitled may be taken by the Compensation Committee of the Board of Directors. (c) Nothing in this Agreement shall be deemed to receive or receives benefits under Section 6 of this Agreement; and (iii) Executive must execute and provide to prohibit the Company a Release, and Employers at any time from terminating the period for revoking same must have expired, before the 30th day following Executive’s employment during the Employment Period End Date in order to receive any amounts with or benefits under this Section 2(b). Nothing in this Section 2(b) will prohibit Executive’s employment from being terminated for Cause or without notice for any other reason, provided, however, that the relative rights and obligations of the Employers and the Executive in the event enumerated in of any such termination, including any requirements with respect to prior notice of such termination, shall be determined under this Agreement.

Employment Period. (a) Unless earlier terminated in accordance with Section 5, Executive’s employment will be for a term (the “Employment Period”), beginning on the Effective Date and ending on June 30, 2014, the Employment Period End Date. Provided, however, that if a Change in Control, as defined in Exhibit C hereto, occurs during the Employment Period, the ending date of the Employment Period will be extended so that it expires on the later of the Employment Period End Date or the first anniversary of the date on which the Change in Control initially occurred. (b) If the Company does not renew the Agreement, or enter into a new employment agreement with Executive with the same or similar terms as the Agreement, as of the Employment Period End Date, the Executive may choose one of the following two options: (i) the Executive will voluntarily resign from employment with the Company as of the Employment Period End Date and the Company will pay to Executive, on the 30th day after the Employment Period End Date, an amount equal to one (1) times the highest combined annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three (3) fiscal years before the Employment Period End Date, less normal withholdings; or (ii) the Executive may elect to continue employment with the Company on an at-will basis and, for a maximum of one year following the Employment Period End Date, receive the same salary and incentive compensation opportunity as in effect in the last year of the Agreement. The Parties agree and acknowledge that: (i) nothing in this Section 2(b) nor any action the Company may take pursuant to this Section 2(b) will give rise to a claim by Executive for termination without Cause, termination for Good Reason, or termination due to the Executive’s Retirement or the normal expiration of the Executive’s Employment Period or for Severance Benefits or any amounts or benefits other than those specifically enumerated in this Section 2(b); (ii) Executive will not be entitled to receive any amounts or benefits under this Section 2(b) if Executive is otherwise entitled to receive or receives benefits under Section 6 of this Agreement; and (iii) Executive must execute and provide to the Company a the Release, and the period for revoking same must have expired, before the 30th day following the Employment Period End Date in order to receive any amounts or benefits under this Section 2(b). Nothing in this Section 2(b) will prohibit Executive’s employment from being terminated for Cause or for any other event enumerated in this Agreement.

Employment Period. (a) Unless earlier terminated The terms and conditions of this Agreement shall be and remain in accordance effect beginning with the Effective Date and continuing until April 1, 2012 (the “Initial Term”), plus such extensions, if any, as are provided pursuant to Section 5, Executive’s employment will be for a term 2(b) hereof (the “Employment Period”), beginning on the Effective Date and ending on June 30, 2014, the Employment Period End Date. Provided, however, that if a Change in Control, as defined in Exhibit C hereto, occurs during the Employment Period, the ending date of the Employment Period will be extended so that it expires on the later of the Employment Period End Date or the first anniversary of the date on which the Change in Control initially occurred. (b) Except as provided in Section 2(c), prior to April 1, 2010 and each annual anniversary thereafter, the Board of Directors of the Employers shall consider and review (after taking into account all relevant factors, including the Executive’s performance and any recommendation of the Chief Executive Officer) a one-year extension of the term of this Agreement, and the term shall continue to extend each year (beginning with the first annual anniversary date) if the Board of Directors so approve such extension unless the Executive gives written notice to the Employers of the Executive’s election not to extend the term, with such notice to be given not less than ninety (90) days prior to any such anniversary date. If the Company Board of Directors elects not to extend the term, it shall give written notice of such decision to the Executive no later than December 31st of the year preceding any such anniversary date. If the Executive does not renew receive such notice, the AgreementExecutive may, or enter into a new employment agreement with by written notice given at any time prior to February 1st of such anniversary date, request from the Chief Executive with Officer written confirmation that the same or similar terms as term has been extended and, if such confirmation is not received by the Agreement, as of Executive within thirty (30) days after the Employment Period End Daterequest therefor is made, the Executive may choose one treat the term as having not been extended. Upon termination of the following two options: (i) the Executive will voluntarily resign from Executive’s employment with the Company as of the Employment Period End Date and the Company will pay to ExecutiveEmployers for any reason whatsoever, on the 30th day after the Employment Period End Date, an amount equal to one (1) times the highest combined any annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three (3) fiscal years before the Employment Period End Date, less normal withholdings; or (ii) the Executive may elect to continue employment with the Company on an at-will basis and, for a maximum of one year following the Employment Period End Date, receive the same salary and incentive compensation opportunity as in effect in the last year of the Agreement. The Parties agree and acknowledge that: (i) nothing in this Section 2(b) nor any action the Company may take extensions provided pursuant to this Section 2(b) will give rise to a claim by Executive for termination without Cause), termination for Good Reasonif not theretofore discontinued, or termination due to shall automatically cease. In addition, no annual renewals shall extend beyond the Executive’s Retirement or 65th birthday, and in no event shall the normal expiration of Employment Period extend beyond the Executive’s Employment Period or for Severance Benefits or any amounts or benefits other than those specifically enumerated 65th birthday. (c) Nothing in this Section 2(b); (ii) Executive will not Agreement shall be entitled deemed to receive prohibit the Employers at any amounts or benefits under this Section 2(b) if Executive is otherwise entitled to receive or receives benefits under Section 6 of this Agreement; and (iii) Executive must execute and provide to time from terminating the Company a Release, and the period for revoking same must have expired, before the 30th day following Executive’s employment during the Employment Period End Date in order to receive any amounts with or benefits under this Section 2(b). Nothing in this Section 2(b) will prohibit Executive’s employment from being terminated for Cause or without notice for any other reason, provided, however, that the relative rights and obligations of the Employers and the Executive in the event enumerated in of any such termination, including any requirements with respect to prior notice of such termination, shall be determined under this Agreement.

Employment Period. (a) Unless earlier terminated The terms and conditions of this Agreement shall be and remain in accordance effect beginning with the Effective Date and continuing until April 1, 2011 (the “Initial Term”), plus such extensions, if any, as are provided pursuant to Section 5, Executive’s employment will be for a term 2(b) hereof (the “Employment Period”), beginning on the Effective Date and ending on June 30, 2014, the Employment Period End Date. Provided, however, that if a Change in Control, as defined in Exhibit C hereto, occurs during the Employment Period, the ending date of the Employment Period will be extended so that it expires on the later of the Employment Period End Date or the first anniversary of the date on which the Change in Control initially occurred. (b) Except as provided in Section 2(c), prior to April 1, 2010 and each annual anniversary thereafter, the Board of Directors of the Employer shall consider and review (after taking into account all relevant factors, including the Executive’s performance and any recommendation of the Chief Executive Officer) a one-year extension of the term of this Agreement, and the term shall continue to extend each year (beginning with the first annual anniversary date) if the Board of Directors so approve such extension unless the Executive gives written notice to the Employer of the Executive’s election not to extend the term, with such notice to be given not less than ninety (90) days prior to any such anniversary date. If the Company Board of Directors elects not to extend the term, it shall give written notice of such decision to the Executive no later than December 31st of the year preceding any such anniversary date. If the Executive does not renew receive such notice, the AgreementExecutive may, or enter into a new employment agreement with by written notice given at any time prior to February 1st of such anniversary date, request from the Chief Executive with Officer written confirmation that the same or similar terms as term has been extended and, if such confirmation is not received by the Agreement, as of Executive within thirty (30) days after the Employment Period End Daterequest therefor is made, the Executive may choose one treat the term as having not been extended. Upon termination of the following two options: (i) the Executive will voluntarily resign from Executive’s employment with the Company as of the Employment Period End Date and the Company will pay to ExecutiveEmployer for any reason whatsoever, on the 30th day after the Employment Period End Date, an amount equal to one (1) times the highest combined any annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three (3) fiscal years before the Employment Period End Date, less normal withholdings; or (ii) the Executive may elect to continue employment with the Company on an at-will basis and, for a maximum of one year following the Employment Period End Date, receive the same salary and incentive compensation opportunity as in effect in the last year of the Agreement. The Parties agree and acknowledge that: (i) nothing in this Section 2(b) nor any action the Company may take extensions provided pursuant to this Section 2(b) will give rise to a claim by Executive for termination without Cause), termination for Good Reasonif not theretofore discontinued, or termination due to shall automatically cease. In addition, no annual renewals shall extend beyond the Executive’s Retirement or 65th birthday, and in no event shall the normal expiration of Employment Period extend beyond the Executive’s Employment Period or for Severance Benefits or any amounts or benefits other than those specifically enumerated 65th birthday. (c) Nothing in this Section 2(b); (ii) Executive will not Agreement shall be entitled deemed to receive prohibit the Employer at any amounts or benefits under this Section 2(b) if Executive is otherwise entitled to receive or receives benefits under Section 6 of this Agreement; and (iii) Executive must execute and provide to time from terminating the Company a Release, and the period for revoking same must have expired, before the 30th day following Executive’s employment during the Employment Period End Date in order to receive any amounts with or benefits under this Section 2(b). Nothing in this Section 2(b) will prohibit Executive’s employment from being terminated for Cause or without notice for any other reason, provided, however, that the relative rights and obligations of the Employer and the Executive in the event enumerated in of any such termination, including any requirements with respect to prior notice of such termination, shall be determined under this Agreement.

Employment Period. (a) Unless earlier terminated in accordance with Subject to Section 5, Executive’s employment will be for a term (the “Employment Period”5(b), beginning the Employment Period will commence on the Effective Date and ending on June 30will continue until, 2014and will end upon, the Employment Period End Date. Provided, however, that if a Change in Control, as defined in Exhibit C hereto, occurs during the Employment Period, the ending date of the Employment Period will be extended so that it expires on the later of the Employment Period End Date or the first anniversary of the date on which Effective Date (the Change in Control initially occurred“Initial Term”). The Employment Period shall automatically be extended for successive one year terms (each, a “Renewal Term”), unless the Company shall have given Executive written notice of non-extension at least ninety (90) calendar days prior to the expiration of the Initial Term or any Renewal Term. (b) If Notwithstanding Section 5(a), the Company does not renew Employment Period and Executive’s employment will end upon the Agreement, first to occur of any of the following events: (i) Executive’s death; (ii) the Company’s termination of Executive’s employment on account of Disability; (iii) the Company’s termination of Executive’s employment for Cause (a “Termination for Cause”); (iv) the Company’s termination of Executive’s employment (A) without Cause or enter into a new employment agreement with Executive with the same or similar terms as the Agreement, as (B) upon expiration of the Employment Period End Date, the Executive may choose one solely as a result of the following two options: Company’s non-renewal as provided in Section 5(a) (ieach, a “Termination without Cause”); (v) the Executive will voluntarily resign from Executive’s termination of Executive’s employment with the Company as for Good Reason (a “Termination for Good Reason”); (vi) Executive’s termination of the Employment Period End Date and the Company will pay to Executive, on the 30th day after the Employment Period End Date, an amount equal to one ’s employment at any time for any reason other than Good Reason (1) times the highest combined annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three (3) fiscal years before the Employment Period End Date, less normal withholdingsa “Voluntary Termination”); or (iivii) the Executive may elect to continue a Change in Control Termination. (c) Any termination of Executive’s employment with under Section 5(b) (other than Section 5(b)(i)) must be communicated by a Notice of Termination delivered by the Company on an at-will basis andor Executive, for a maximum of one year following as the Employment Period End Datecase may be, receive the same salary and incentive compensation opportunity as in effect in the last year of the Agreement. The Parties agree and acknowledge that: (i) nothing in this Section 2(b) nor any action the Company may take pursuant to this Section 2(b) will give rise to a claim by Executive for termination without Cause, termination for Good Reason, or termination due to the Executive’s Retirement or the normal expiration of the Executive’s Employment Period or for Severance Benefits or any amounts or benefits other than those specifically enumerated in this Section 2(b); party. (iid) Executive will not be entitled deemed to receive have waived any amounts right to a Termination for Good Reason based on the occurrence or benefits under this Section 2(bexistence of a particular event or circumstance constituting Good Reason unless Executive delivers a Notice of Termination within forty-five (45) if calendar days after the date Executive is otherwise entitled to receive first becomes aware of such event or receives benefits under Section 6 of this Agreement; and (iii) Executive must execute and provide to the Company a Release, and the period for revoking same must have expired, before the 30th day following the Employment Period End Date in order to receive any amounts or benefits under this Section 2(b). Nothing in this Section 2(b) will prohibit Executive’s employment from being terminated for Cause or for any other event enumerated in this Agreementcircumstance.

Employment Period. (a) Unless earlier terminated in accordance with Section 5, Executive’s employment will be for a term (the “Employment Period”), beginning on the Effective Date and ending on June 30, 2014Except as hereinafter provided, the Employment Period End Date. Providedshall continue until, however, that if a Change in Control, as defined in Exhibit C hereto, occurs during the Employment Periodand shall end upon, the ending date of the Employment Period will be extended so that it expires on the later of the Employment Period End Date or the first third anniversary of the date on which the Change in Control initially occurredEmployment Period begins. (b) If On each anniversary of the Company does not renew the Agreement, or enter into a new employment agreement with Executive with the same or similar terms as the Agreement, as of date on which the Employment Period End Datebegins which precedes Executive's sixty-fifth birthday by more than two years, unless the Employment Period shall have ended early pursuant to (c) below or either party shall have given the other party written notice that the extension provision in this sentence shall no longer apply, the Executive may choose one Employment Period shall be extended for an additional year (unless Executive's sixty-fifth birthday occurs during such additional year, in which event the Employment Period shall be extended only until such birthday). In no event shall the Employment Period be extended beyond Executive's sixty-fifth birthday except by mutual written agreement of the Company and Executive. (c) Notwithstanding (a) and (b) above, the Employment Period shall end early upon the first to occur of any of the following two options: events: (i) the Executive will voluntarily resign from employment with the Company as of the Employment Period End Date and the Company will pay to Executive, on the 30th day after the Employment Period End Date, an amount equal to one (1) times the highest combined annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three (3) fiscal years before the Employment Period End Date, less normal withholdings; or 's death; (ii) Executive's retirement upon or after reaching age 65 ("RETIREMENT"); (iii) the Executive may elect Company's termination of Executive's employment on account of Executive's having become unable (as determined by the Board in good faith) to continue employment with the Company on an at-will basis and, regularly perform his duties hereunder by reason of illness or incapacity for a maximum period of one year following more than six (6) consecutive months ("TERMINATION FOR DISABILITY"); (iv) the Employment Period End Date, receive Company's termination of Executive's employment for Cause ("TERMINATION FOR CAUSE"); (v) the same salary and incentive compensation opportunity as in effect in the last year Company's termination of the Agreement. The Parties agree and acknowledge that: Executive's employment other than a Termination for Disability or a Termination for Cause (i"TERMINATION WITHOUT CAUSE"); (vi) nothing in this Section 2(b) nor any action the Company may take pursuant to this Section 2(b) will give rise to a claim by Executive for Executive's termination without Cause, termination of Executive's employment for Good Reason, or termination due by means of advance written notice to the Company at least thirty (30) days prior to the effective date of such termination identifying such termination as a Termination by Executive for Good Reason and identifying the Good Reason ("TERMINATION BY EXECUTIVE FOR GOOD REASON") (it being expressly understood that Executive’s Retirement or 's giving notice that the normal expiration extension provision in the first sentence of the paragraph 5(b) hereof shall no longer apply shall not constitute a Termination by Executive for Good Reason); (vii) Executive’s Employment Period or 's termination of Executive's employment for Severance Benefits or any amounts or benefits reason other than those specifically enumerated Good Reason, by means of advance written notice to the Company at least one hundred twenty (120) days prior to the effective date of such termination identifying such termination as a Termination by Executive with Advance Notice ("TERMINATION BY EXECUTIVE WITH ADVANCE NOTICE") (it being expressly understood that Executive's giving notice that the extension provision in this Section 2(bthe first sentence of paragraph 5(b) hereof shall no longer apply shall not constitute a Termination by Executive with Advance Notice); or (viii) the termination of Executive's employment (A) on account of a Termination without Cause before the second anniversary of a Change of Control, (B) on account of a Termination by Executive for Good Reason before the second anniversary of a Change of Control or (C) in connection with but prior to a Change of Control and following the commencement of any discussion with any third party that (i) requests or suggests that Executive's employment be terminated and (ii) Executive will not be entitled to receive any amounts or benefits under this Section 2(bultimately engages in a Change of Control (collectively, "TERMINATION FOLLOWING A CHANGE OF CONTROL"). (d) if Executive is otherwise entitled to receive or receives benefits under Section 6 For purposes of this Agreement; and (iii) Executive must execute and provide to the Company a Release, and the period for revoking same must have expired, before the 30th day following the Employment Period End Date in order to receive any amounts or benefits under this Section 2(b). Nothing in this Section 2(b) will prohibit Executive’s employment from being terminated for Cause or for any other event enumerated in this Agreement."CAUSE" shall mean:

Employment Period. (a) Unless earlier terminated The terms and conditions of this Agreement shall be and remain in accordance with Section 5, Executive’s employment will be for a term (effect during the “Employment Period”), period of two years beginning on the Effective Date and ending on June 30, 2014, the Employment Period End Date. Provided, however, that if a Change in Control, as defined in Exhibit C hereto, occurs during the Employment Period, the ending date of the Employment Period will be extended so that it expires on the later of the Employment Period End Date or the first third anniversary of the date on which Effective Date, plus such extensions, if any, as are provided pursuant to Section 2(b) hereof (the Change in Control initially occurred“Employment Period”). (b) Except as provided in Section 2(c), prior to the first annual anniversary of the date first above written and each annual anniversary thereafter, the Boards of Directors of the Employers shall consider and review (after taking into account all relevant factors, including the Executive’s performance) a one-year extension of the term of this Agreement, and the term shall continue to extend each year (beginning with the first annual anniversary date) if the Boards of Directors so approve such extension unless the Executive gives written notice to the Employers of the Executive’s election not to extend the term, with such notice to be given not less than ninety (90) days prior to any such anniversary date. If the Company Board of Directors elects not to extend the term, it shall give written notice of such decision to the Executive not less than ninety (90) days prior to any such anniversary date. If the Executive does not renew receive such notice, the AgreementExecutive may, or enter into a new employment agreement with by written notice given at any time during the ninety (90) days prior to the relevant anniversary date, request from the Board of Directors written confirmation that the term has been extended and, if such confirmation is not received by the Executive with within thirty (30) days after the same or similar terms as the Agreement, as of the Employment Period End Daterequest therefor is made, the Executive may choose one treat the term as having not been extended. Upon termination of the following two options: (i) the Executive will voluntarily resign from Executive’s employment with the Company as either of the Employment Period End Date and the Company will pay to ExecutiveEmployers for any reason whatsoever, on the 30th day after the Employment Period End Date, an amount equal to one (1) times the highest combined any annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three (3) fiscal years before the Employment Period End Date, less normal withholdings; or (ii) the Executive may elect to continue employment with the Company on an at-will basis and, for a maximum of one year following the Employment Period End Date, receive the same salary and incentive compensation opportunity as in effect in the last year of the Agreement. The Parties agree and acknowledge that: (i) nothing in this Section 2(b) nor any action the Company may take extensions provided pursuant to this Section 2(b) will give rise to a claim by Executive for termination without Cause), termination for Good Reasonif not theretofore discontinued, or termination due to shall automatically cease. In addition, no annual renewals shall extend beyond the Executive’s Retirement or 65th birthday, and in no event shall the normal expiration of Employement Period extend beyond the Executive’s Employment Period or for Severance Benefits or any amounts or benefits other than those specifically enumerated 65th birthday. (c) Nothing in this Section 2(b); (ii) Executive will not Agreement shall be entitled deemed to receive prohibit the Employers at any amounts or benefits under this Section 2(b) if Executive is otherwise entitled to receive or receives benefits under Section 6 of this Agreement; and (iii) Executive must execute and provide to time from terminating the Company a Release, and the period for revoking same must have expired, before the 30th day following Executive’s employment during the Employment Period End Date in order to receive any amounts with or benefits under this Section 2(b). Nothing in this Section 2(b) will prohibit Executive’s employment from being terminated for Cause or without notice for any other reason, provided, however, that the relative rights and obligations of the Employers and the Executive in the event enumerated in of any such termination shall be determined under this Agreement.

Employment Period. (a) Unless Subject to the earlier terminated termination as provided in accordance with Section section 5, the term, of Executive’s employment will under this Agreement shall be effective as of the date of execution hereof (the “Effective Date”), and shall continue until June 30, 2011 (the “Initial Employment Period”). Unless Employer or Executive give notice of non-renewal at least six (6) months prior to the expiration of the Initial Employment Period, the term of this Agreement shall be extended for a one (1) year period beyond the end of the Initial Employment period on the same terms and conditions in effect under this Agreement at the time of extension and providing for an annual base salary equal to the Base Salary (as hereinafter defined) in effect at the time of renewal, plus an annual increase each year thereafter during the renewal term of the greater of (i) four percent (4%) or (ii) the increase in the consumer Price Index during each such year (the Initial Employment Period and all extensions thereof are hereafter referred to as the “Employment Period”), beginning on . Unless Employer or Executive give notice of non-renewal at least three (3) months prior to the Effective Date and ending on June 30, 2014, the Employment Period End Date. Provided, however, that if a Change in Control, as defined in Exhibit C hereto, occurs during the Employment Period, the ending date expiration of the Employment Period will (for any given one year extension), the term of this Agreement shall be extended so that it expires on for additional one (1) year periods beyond the later end of the Employment Period End Date or on the first anniversary same terms and conditions in effect under this Agreement at the time of extension and providing for an annual base salary equal to the Base Salary (as hereinafter defined) in effect at the time of renewal, plus an annual increase during the renewal year of the date on which the Change in Control initially occurred. (b) If the Company does not renew the Agreement, or enter into a new employment agreement with Executive with the same or similar terms as the Agreement, as greater of the Employment Period End Date, the Executive may choose one of the following two options: (i) the Executive will voluntarily resign from employment with the Company as of the Employment Period End Date and the Company will pay to Executive, on the 30th day after the Employment Period End Date, an amount equal to one four percent (14%) times the highest combined annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three (3) fiscal years before the Employment Period End Date, less normal withholdings; or (ii) the Executive may elect to continue employment with increase in the Company on an at-will basis andConsumer Price Index during such year (the Initial Employment Period, for a maximum of one year following the Employment Period End Date, receive and any extensions thereof are hereafter referred to as the same salary and incentive compensation opportunity “Employment Period”). The parties agree that any Bonus (as in effect hereinafter defined) payable during any renewal period shall be paid solely in the last year discretion of the AgreementBoard of Directors of Employer (the “Board”). The Parties agree and acknowledge that: (i) nothing in this Section 2(b) nor any action If either Employer or Executive elects not to renew the Company may take pursuant to this Section 2(b) will give rise to Agreement by providing the other party with a claim by Executive for termination without Causenotice of non-renewal, termination for Good Reasonthen the Agreement shall terminate on June 30, or termination due to the Executive’s Retirement or the normal expiration of the Executive’s Employment Period or for Severance Benefits or any amounts or benefits other than those specifically enumerated in this Section 2(b); (ii) Executive will not be entitled to receive any amounts or benefits under this Section 2(b) if Executive is otherwise entitled to receive or receives benefits under Section 6 of this Agreement; and (iii) Executive must execute and provide to the Company a Release2011, and the period for revoking same must have expiredconsulting agreement between Employer and Executive in the from attached hereto as Exhibit A (the “Consulting Agreement”), before the 30th day following the Employment Period End Date in order to receive any amounts or benefits under this Section 2(b). Nothing in this Section 2(b) will prohibit Executive’s employment from being terminated for Cause or for any other event enumerated in this Agreementshall automatically become effective.

Employment Period. (a) Unless the Employment Period is terminated earlier terminated in accordance with pursuant to Section 52(b) hereof, Executive’s employment will be the Company shall employ you on the terms and subject to the conditions of this Agreement for a four-year term commencing on a date to be mutually determined (the “Employment Period”), beginning on the Effective Date "Commencement Date") and ending on June 30, 2014, the day immediately preceding the fourth anniversary of the Commencement Date (the "Employment Period End DatePeriod"). Provided, however, that if a Change in Control, as defined in Exhibit C hereto, occurs during Effective upon the expiration of the Employment Period, the ending date Employment Period may be renewed upon mutually agreeable terms ("Renewal Terms"), unless the Company or you, at least four months prior to the expiration of the Employment Period, shall give written notice to the other party of its intention not to renew the Employment Period. Any Renewal Terms shall include a Base Salary not less than your annual base salary in effect immediately prior to the expiration of the Employment Period will be extended so that it expires on and an Annual Bonus structure with target and maximum amounts not less than those in effect immediately prior to the later expiration of the Employment Period End Date or the first anniversary of the date on which the Change in Control initially occurredPeriod. (b) If Your employment with the Company does not renew hereunder may be terminated prior to the Agreement, or enter into a new employment agreement with Executive with the same or similar terms as the Agreement, as expiration of the Employment Period End Date, upon the Executive may choose one earliest to occur of the following two optionsevents: (i) the Executive will voluntarily resign from your death or Disability (as defined below), (ii) voluntary termination of employment by you without Good Reason (as defined below) on at least two months prior notice, (iii) voluntary termination of employment by you for Good Reason in accordance with the procedure outlined in Section 2(e) below, (iv) termination of employment by the Company without Cause (as defined below) or (v) termination of employment by the Company for Cause. The date of which your employment is terminated hereunder for any reason (including upon the expiration of the Employment Period) shall be referred to as the "Termination Date". (c) Upon termination of the Employment Period End Date and for any reason, you shall be entitled to any earned but unpaid Base Salary (as defined below) as of the Termination Date. If the Company will pay to Executive, on the 30th day after terminates the Employment Period End Datewithout Cause or you terminate the Employment Period for Good Reason, an amount equal you will be entitled to the following severance benefits (the "Severance Benefits") (i) continuation of your Base Salary as in effect immediately prior to such termination (your "Ending Base Salary", and such continuation of your Ending Base Salary being referred to here in as the "Continuation Severance Payment") and medical benefits ("Continuation Medical Benefit") for a period of one (1) times year (the highest combined annual Base Salary "Severance Period") after the Termination Date; and Variable Compensation (ii) a lump sum amount equal to the product of (x) the Annual Bonus, if any, that you would have earned by Executive from in the fiscal year which includes the Termination Date had your employment not been terminated and (y) a fraction, the numerator of which is the number of days in the fiscal year that includes the Termination Date through the Termination Date and the denominator of which is 365, payable when bonuses are generally paid to employees of the Company ("Pro-Rata Bonus"); provided that the Severance Benefits are subject to and conditioned upon your execution of a valid general release and waiver in a form reasonably satisfactory to the Company waiving all claims that you may have against the Company, its successors, assigns, affiliates, employees, officers and directors and your compliance with the provisions set forth in Paragraph 4 hereof. Notwithstanding anything herein to the contrary, your right to receive the Continuation Severance Payment during the Severance Period shall terminate effective immediately upon the date that you become employed by a new employer or otherwise begin providing services for an entity as a consultant or otherwise ("New Employment"); provided that if the cash compensation you receive pursuant to such New Employment, including without limitation guaranteed bonus payments relating to the Severance Period whether or not paid during the Severance Period, ("New Compensation") is less than your Ending Base Salary, the Company will continue to pay you an incremental amount during the remaining Severance Period such that the New Compensation payments you receive together with such incremental amount will equal your Ending Base Salary on an annualized basis and your right to receive the Continuation Medical Benefit shall cease immediately upon your being eligible for coverage under another group health plan. For purposes of clarification only, any such amounts earned but deferredNew Employment obtained by you during the Severance Period shall not affect your right to receive the Pro-Rata Bonus subject to compliance with the conditions outlined above for provision of the Severance Benefits. You shall immediately notify the Company upon obtaining New Employment and provide all information regarding compensation and benefits reasonably requested by the Company. The Company shall have no additional obligations under this Agreement. (d) For purposes of this Agreement, in the last three term "Cause" shall mean (3i) fiscal years before the Employment Period End Dateindictment for a felony, less normal withholdings; or (ii) the Executive may elect to continue employment willful misconduct or gross negligence in connection with the Company on performance of your duties as an at-will basis and, for a maximum of one year following the Employment Period End Date, receive the same salary and incentive compensation opportunity as in effect in the last year employee of the Company, (iii) a material breach of this Agreement. The Parties agree , including without limitation, your failure to perform your duties and acknowledge that: responsibilities hereunder, (iiv) nothing in this Section 2(b) nor any action a fraudulent act or omission by you adverse to the reputation of the Company may take pursuant or any affiliate, and (v) the disclosure by you of any Confidential Information (as defined below) to this Section 2(b) will give rise persons not authorized to know same. If subsequent to the termination of your employment, it is discovered that your employment could have been terminated for Cause and there is a claim by Executive reasonable basis for termination without such determination, your employment shall, at the election of the Company, in its sole discretion, be deemed to have been terminated for Cause, termination for Good Reason, or termination due to in which event the Executive’s Retirement or the normal expiration of the Executive’s Employment Period or for Severance Benefits or any amounts or benefits other than those specifically enumerated in this Section 2(b); (ii) Executive will not Company shall be entitled to receive immediately cease providing any amounts Severance Benefits to you or benefits under this Section 2(b) if Executive is otherwise entitled on your behalf and recover any payments previously made to receive you or receives benefits under Section 6 on your behalf in the form of Severance Benefits. In addition, for purposes of this Agreement; , the term "Disability" shall mean your incapacity due to physical or mental illness or injury, which results in your being unable to perform your duties hereunder for a period of ninety (90) consecutive working days, and within thirty (iii30) Executive must execute and provide to days after the Company a Release, and the period for revoking same must have expired, before the 30th day following the Employment Period End Date in order to receive any amounts or benefits under this Section 2(b). Nothing in this Section 2(b) will prohibit Executive’s notifies you that your employment from is being terminated for Cause or for any other event enumerated in this AgreementDisability, you shall not have returned to the performance of your duties on a full-time basis.

Employment Period. Subject to the termination provisions hereinafter provided, the term of Executive's employment under this Agreement (athe "Employment Period") Unless shall begin on the Agreement Date and shall end on the first anniversary of the Agreement Date or such later date to which the Employment Period is extended pursuant to the following sentence, unless earlier terminated in accordance with Section 5, Executive’s employment will be for a term (the “Employment Period”), beginning as provided herein. Commencing on the Effective Date and ending on June 30, 2014Agreement Date, the Employment Period End shall automatically be extended each day by one day to create a new one-year term until, at any time after the Agreement Date. Provided, the Company delivers written notice (an "Expiration Notice") to Executive that the Employment Period shall expire on a date specified in the Expiration Notice (the "Expiration Date") that is not less than 12 months after the date the Expiration Notice is delivered to Executive; provided, however, that if a Change Date, Imminent Control Change, Disaggregation or Significant Acquisition occurs before the Expiration Date specified in Controlthe Expiration Notice, as defined then such Expiration Notice shall be void and of no further effect. If such Imminent Control Change or Disaggregation does not culminate in Exhibit C heretoa Change Date, occurs during the Employment Period, the ending date of then such Expiration Notice shall be reinstated and the Employment Period will be extended so that it expires shall expire on the later date originally specified as the Expiration Date, or if later, the date the Imminent Control Change lapses or the end of the sixtieth day after the Disaggregation. Notwithstanding anything herein to the contrary, the Employment Period End Date or shall not end before the first earliest of the following: (a) the second anniversary of the date on which the Change in Control initially occurred. Date, (b) If eighteen (18) months after the Company does not renew Significant Acquisition, provided there has been no Change Date, (c) the Agreement, or enter into a new employment agreement with Executive with the same or similar terms as the Agreement, as end of the Employment Period End Date, the Executive may choose one of the following two options: (i) the Executive will voluntarily resign from employment with the Company as of the Employment Period End Date and the Company will pay to Executive, on the 30th sixtieth day after the Employment Period End DateDisaggregation if there has been no Change Date after the Disaggregation, an amount equal to one and (1) times the highest combined annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three (3) fiscal years before the Employment Period End Date, less normal withholdings; or (iid) the Executive may elect to continue employment with the Company on an at-will basis and, for a maximum of one year following the Employment Period End Termination Date, receive the same salary and incentive compensation opportunity as in effect in the last year of the Agreement. The Parties agree and acknowledge that: (i) nothing in this Section 2(b) nor any action the Company may take pursuant to this Section 2(b) will give rise to a claim by Executive for termination without Cause, termination for Good Reason, or termination due to the Executive’s Retirement or the normal expiration of the Executive’s Employment Period or for Severance Benefits or any amounts or benefits other than those specifically enumerated in this Section 2(b); (ii) Executive will not be entitled to receive any amounts or benefits under this Section 2(b) if Executive is otherwise entitled to receive or receives benefits under Section 6 of this Agreement; and (iii) Executive must execute and provide to the Company a Release, and the period for revoking same must have expired, before the 30th day following the Employment Period End Date in order to receive any amounts or benefits under this Section 2(b). Nothing in this Section 2(b) will prohibit Executive’s employment from being terminated for Cause or for any other event enumerated in this Agreement.

Employment Period. (a) Unless earlier terminated in accordance with Section 5The Employment Period shall commence on October 1, Executive’s employment will be for a term 2010 and shall terminate on such date (the “Employment PeriodTermination Date”), beginning ) on the Effective Date and ending on or after June 30, 2014, 2012 specified in the notice given by either the Company or Executive to the other not less than three (3) months prior to the Termination Date provided that (i) the Employment Period End Date. Providedshall terminate prior to such date upon Executive's death or permanent disability or incapacity (as determined by the Board in its good faith judgment), however, that if a Change in Control, as defined in Exhibit C hereto, occurs during the Employment Period, the ending date of (ii) the Employment Period will may be extended so that it expires on terminated by the later of Company at any time prior to such date for Cause (as defined below) and (iii) the Employment Period End Date may be terminated by the Executive at any time prior to such date (A) for Good Reason (as defined below) or the first anniversary (B) within three (3) months following a Change of the date on which the Change in Control initially occurred(as defined below) for any reason or no reason. (b) If the Company does not renew the Agreement, or enter into a new employment agreement with Executive with the same or similar terms as the Agreement, as of the Employment Period End Date, the Executive may choose one of the following two options: is terminated (i) the Executive will voluntarily resign from employment with by the Company as of the Employment Period End Date and the Company will pay to Executive, on the 30th day after the Employment Period End Date, an amount equal to one without Cause or (1ii) times the highest combined annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last (A) for Good Reason or (B) within three (3) months following a Change of Control for any reason or no reason or (iii) due to Executive's death or permanent disability or incapacity, Executive or his estate, as the case may be, shall be entitled to receive: (1) that amount (the “Deferred Salary Amount”) equal to his annual Base Salary (as in effect on the Termination Date), payable (A) 7/12th of the Deferred Salary amount on the first regular payroll date of the Company more than six months after the Termination Date and (B) the balance thereof in ten equal bi-monthly installments on each regular bi-monthly payroll date thereafter, (2) so long as Executive has not breached the provisions of Sections 6, 7 and 8, the pro rata share (based on the number of days Executive was employed for the fiscal years before year in which the Termination Date occurs) of the Bonus to which Executive would have been entitled for such fiscal year had such termination not occurred, which pro rata bonus will be payable within 30 days following the Company's receipt of its audited financial statements for such fiscal year, but in no event earlier than the date six months and one day after the Termination Date, (3) reimbursement of all expenses incurred on or prior to the Termination Date for which Executive was entitled to be reimbursed pursuant to Section 3(d), but for which Executive had not been reimbursed on the Termination Date, (4) all fringe benefits which Executive was entitled to receive on or prior to the Termination Date pursuant to Section 3(e), but which had not been paid to Executive on the Termination Date, and (5) payment for any vacation days accumulated by Executive on the Termination Date in accordance with the Company’s policy in effect at that time. The portions of this Agreement dealing with deferred compensation have been prepared with reference to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder and should be interpreted and administered in a manner consistent therewith. (c) If the Employment Period End Dateis terminated (i) by the Executive for any reason, less normal withholdings; including voluntary resignation by Executive (other than (A) for Good Reason or (B) within three (3) months following a Change of Control for any reason or no reason) or (ii) by the Company for Cause, Executive may elect shall only be entitled to continue employment receive: (1) his Base Salary through the Termination Date, (2) reimbursement of all expenses incurred on or prior to the Termination Date for which Executive was entitled to be reimbursed pursuant to Section 3(d), for which Executive had not been reimbursed on the Termination Date, (3) all fringe benefits which Executive was entitled to receive on or prior to the Termination Date pursuant to Section 3(e), but which had not been paid to Executive on the Termination Date and (4) payment for any vacation days accumulated by Executive on the Termination Date in accordance with the Company on an at-will basis and, for a maximum of one year following the Employment Period End Date, receive the same salary and incentive compensation opportunity as Company’s policy in effect in the last year of the Agreementat that time. The Parties agree and acknowledge that: (i) nothing in this Section 2(b) nor any action the Company may take pursuant to this Section 2(b) will give rise to a claim by Executive for termination without Cause, termination for Good Reason, or termination due to the Executive’s Retirement or the normal expiration of the Executive’s Employment Period or for Severance Benefits or any amounts or benefits other than those specifically enumerated in this Section 2(b); (ii) Executive will shall not be entitled to receive any amounts Bonus for the fiscal year of the Company in which the Termination Date occurs. (d) If the Employment Period is terminated (i) by the Company without Cause or (ii) by Executive for (A) Good Reason or (B) within three (3) months following a Change of Control for any reason or no reason or (iii) due to Executive’s permanent disability or incapacity, the Company shall reimburse Executive for eighty (80%) percent of any premiums paid by Executive for medical benefits under this Section 2(b) if for the period Executive is otherwise entitled to receive or receives benefits COBRA continuation coverage under Section 6 4980B of the Code or if earlier the first to occur of (1) the date one year after the Termination Date and (2) the date on which the Executive is employed by an employer other than the Company. (e) If the Employment Period is terminated for any reason whatsoever by the Company or by Executive, no bonus shall accrue or be payable to Executive for any period after the Termination Date. (f) For purposes of this Agreement; and (iii) Executive must execute and provide to the Company a Release, and the period for revoking same must have expired, before the 30th day following the Employment Period End Date in order to receive any amounts or benefits under this Section 2(b). Nothing in this Section 2(b) will prohibit Executive’s employment from being terminated for Cause or for any other event enumerated in this Agreement.:

Employment Period. (a) Unless earlier terminated The terms and conditions of this Agreement shall be and remain in accordance with effect during the period of three years beginning on April 1, 2007 (the “Commencement Date”) and ending on the third anniversary of the Commencement Date (the “Initial Term”), plus such extensions, if any, as are provided pursuant to Section 5, Executive’s employment will be for a term 2(b) hereof (the “Employment Period”), beginning on the Effective Date and ending on June 30, 2014, the Employment Period End Date. Provided, however, that if a Change in Control, as defined in Exhibit C hereto, occurs during the Employment Period, the ending date of the Employment Period will be extended so that it expires on the later of the Employment Period End Date or the first anniversary of the date on which the Change in Control initially occurred. (b) Except as provided in Section 2(c), prior to the first annual anniversary of the Commencement Date and each annual anniversary thereafter, the Boards of Directors of the Employers shall consider and review (after taking into account all relevant factors, including the Executive’s performance and any recommendation of the Chief Executive Officer) a one-year extension of the term of this Agreement, and the term shall continue to extend each year (beginning with the first annual anniversary date) if the Boards of Directors so approve such extension unless the Executive gives written notice to the Employers of the Executive’s election not to extend the term, with such notice to be given not less than ninety (90) days prior to any such anniversary date. If the Company Board of Directors elects not to extend the term, it shall give written notice of such decision to the Executive not less than ninety (90) days prior to any such anniversary date. If the Executive does not renew receive such notice, he may, by written notice given at any time during the Agreementninety (90) days prior to the relevant anniversary date, or enter into a new employment agreement with request from the Board of Directors written confirmation that the term has been extended and, if such confirmation is not received by the Executive with within thirty (30) days after the same or similar terms as the Agreement, as of the Employment Period End Daterequest therefor is made, the Executive may choose one treat the term as having not been extended. Upon termination of the following two options: (i) the Executive will voluntarily resign from Executive’s employment with the Company as either of the Employment Period End Date and the Company will pay to ExecutiveEmployers for any reason whatsoever, on the 30th day after the Employment Period End Date, an amount equal to one (1) times the highest combined any annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three (3) fiscal years before the Employment Period End Date, less normal withholdings; or (ii) the Executive may elect to continue employment with the Company on an at-will basis and, for a maximum of one year following the Employment Period End Date, receive the same salary and incentive compensation opportunity as in effect in the last year of the Agreement. The Parties agree and acknowledge that: (i) nothing in this Section 2(b) nor any action the Company may take extensions provided pursuant to this Section 2(b) will give rise to a claim by Executive for termination without Cause), termination for Good Reasonif not theretofore discontinued, or termination due to shall automatically cease. In addition, no annual renewals shall extend beyond the Executive’s Retirement or 65th birthday, and in no event shall the normal expiration of Employment Period extend beyond the Executive’s Employment Period or for Severance Benefits or any amounts or benefits other than those specifically enumerated 65th birthday. (c) Nothing in this Section 2(b); (ii) Executive will not Agreement shall be entitled deemed to receive prohibit the Employers at any amounts or benefits under this Section 2(b) if Executive is otherwise entitled to receive or receives benefits under Section 6 of this Agreement; and (iii) Executive must execute and provide to time from terminating the Company a Release, and the period for revoking same must have expired, before the 30th day following Executive’s employment during the Employment Period End Date in order to receive any amounts with or benefits under this Section 2(b). Nothing in this Section 2(b) will prohibit Executive’s employment from being terminated for Cause or without notice for any other reason, provided, however, that the relative rights and obligations of the Employers and the Executive in the event enumerated in of any such termination, including any requirements with respect to prior notice of such termination, shall be determined under this Agreement.

Employment Period. (a) Unless earlier terminated The terms and conditions of this Agreement shall be and remain in accordance with effect during the period of two years beginning on April 1, 2009 (the “Commencement Date”) and ending on the second anniversary of the Commencement Date (the “Initial Term”), plus such extensions, if any, as are provided pursuant to Section 5, Executive’s employment will be for a term 2(b) hereof (the “Employment Period”), beginning on the Effective Date and ending on June 30, 2014, the Employment Period End Date. Provided, however, that if a Change in Control, as defined in Exhibit C hereto, occurs during the Employment Period, the ending date of the Employment Period will be extended so that it expires on the later of the Employment Period End Date or the first anniversary of the date on which the Change in Control initially occurred. (b) Except as provided in Section 2(c), prior to the first annual anniversary of the Commencement Date and each annual anniversary thereafter, the Board of Directors of the Employer shall consider and review (after taking into account all relevant factors, including the Executive’s performance and any recommendation of the Chief Executive Officer) a one-year extension of the term of this Agreement, and the term shall continue to extend each year (beginning with the first annual anniversary date) if the Board of Directors so approves such extension, unless the Executive gives written notice to the Employer of the Executive’s election not to extend the term, with such notice to be given by the Executive not less than ninety (90) days prior to any such anniversary date. If the Company Board of Directors elects not to extend the term, it shall give written notice of such decision to the Executive not less than ninety (90) days prior to any such anniversary date. If the Executive does not renew receive such notice, the AgreementExecutive may, or enter into a new employment agreement with by written notice given at any time during the ninety (90) days prior to the relevant anniversary date, request from the Board of Directors written confirmation that the term has been extended and, if such confirmation is not received by the Executive with within thirty (30) days after the same or similar terms as the Agreement, as of the Employment Period End Daterequest therefor is made, the Executive may choose one treat the term as having not been extended. Upon termination of the following two options: (i) the Executive will voluntarily resign from Executive’s employment with the Company as of the Employment Period End Date and the Company will pay to ExecutiveEmployer for any reason whatsoever, on the 30th day after the Employment Period End Date, an amount equal to one (1) times the highest combined any annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three (3) fiscal years before the Employment Period End Date, less normal withholdings; or (ii) the Executive may elect to continue employment with the Company on an at-will basis and, for a maximum of one year following the Employment Period End Date, receive the same salary and incentive compensation opportunity as in effect in the last year of the Agreement. The Parties agree and acknowledge that: (i) nothing in this Section 2(b) nor any action the Company may take extensions provided pursuant to this Section 2(b) will give rise to a claim by Executive for termination without Cause), termination for Good Reasonif not theretofore discontinued, or termination due to shall automatically cease. In addition, no annual renewals shall extend beyond the Executive’s Retirement or 65th birthday, and in no event shall the normal expiration of Employment Period extend beyond the Executive’s Employment Period or for Severance Benefits or any amounts or benefits other than those specifically enumerated in this Section 2(b); (ii) Executive will not 65th birthday. All actions to be entitled to receive any amounts or benefits taken by the Board of Directors under this Section 2(b) if Executive is otherwise entitled may be taken by the Compensation Committee of the Board of Directors. (c) Nothing in this Agreement shall be deemed to receive or receives benefits under Section 6 of this Agreement; and (iii) Executive must execute and provide to prohibit the Company a Release, and Employer at any time from terminating the period for revoking same must have expired, before the 30th day following Executive’s employment during the Employment Period End Date in order to receive any amounts with or benefits under this Section 2(b). Nothing in this Section 2(b) will prohibit Executive’s employment from being terminated for Cause or without notice for any other reason, provided, however, that the relative rights and obligations of the Employer and the Executive in the event enumerated in of any such termination, including any requirements with respect to prior notice of such termination, shall be determined under this Agreement.

Employment Period. (a) Unless earlier terminated Except as otherwise set forth in accordance with this Section 56, Executive’s employment will be for a term (the “Employment Period”), beginning Period shall commence on the Effective Date and ending on June 30shall terminate 12 months from the Effective Date, 2014or may continue for any such further time period as set forth in Section 6 (b)(v). (b) The Employment Period shall terminate upon the occurrence of any of the following: (i) The Employment Period shall terminate as of the date of the Employee’s death. In such case, the estate of the Employee shall be entitled to the balance of salary and incentive due and owned through the term of this Agreement and shall not be entitled to any further compensation or payments under this Agreement. (ii) The Company may terminate the Employment Period End Dateat any time For Cause. ProvidedIn the event of the termination of the Employment Period pursuant to this paragraph (ii), howeverthe Employee shall be entitled to any unpaid base salary due and owed to the date of termination and shall not be entitled to any further compensation or payments under this Agreement. (iii) The Company may terminate the Employment Period at any time other than For Cause. In the event of the termination of the Employment Period pursuant to this paragraph, that the Employee shall be paid (a) any unpaid base salary, and other amounts including Incentive Compensation, if any, pursuant to Section 4 of this Agreement theretofore earned but not paid, through the date of such termination, and (b) a Change cash payment, payable within 30 days of the termination, equal to the Employee’s base salary then in Controleffect through the remaining Employment Period, plus 2 years of the Employee’s base salary then in effect. However, at the discretion of the Company, the cash payment referred to above may be paid over a two-year period in equal installments in accordance with the Company’s payroll cycle. The Company will continue to provide medical, dental, LTD, STD, life insurance and other similar benefits through the remaining Employment Period and for a 24 month period following the remaining Employment Period as defined in Exhibit C hereto, occurs during if employee were still employed. (iv) During the Employment Period, the ending date Employee shall be entitled to terminate the Employment. If the Employee terminates the employment for other than Good Reason, the second sentence of paragraph (ii) of this Section 6 (b) shall apply. If the Employee terminates Employment for Good Reason, then the provisions of this Section (6)(b)(iii) shall apply. (v) At the end of the initially stated Employment Period should the Company and the Employee fail to reach in good faith mutually agreeable terms with regard to the extension of the Employment Period will be extended so that it expires on the later of the Employment Period End Date or the first anniversary of the date on which the Change in Control initially occurred. (b) If the Company does not renew the Agreement, or enter into a new employment agreement with Executive with the same or similar terms as the Agreement, as of the Employment Period End Date, the Executive may choose one of the following two options: (i) the Executive will voluntarily resign from employment with the Company as of the Employment Period End Date and the Company will pay the Employee a cash payment equivalent to Executivetwo years of the Employee’s base salary then in effect plus benefits as delineated in section 6(b)(iii). However, on at the 30th day after the Employment Period End Date, an amount equal to one (1) times the highest combined annual Base Salary and Variable Compensation earned by Executive from discretion of the Company, including any such amounts earned but deferred, the cash payment referred to above may be paid over a two-year period in the last three (3) fiscal years before the Employment Period End Date, less normal withholdings; or (ii) the Executive may elect to continue employment equal installments in accordance with the Company’s payroll cycle. Further, if Employee is not notified in writing by the Company on an at-will basis and, for a maximum of one year following 60 days prior to the Employment Period End Date, receive the same salary and incentive compensation opportunity as in effect in the last year termination of the Agreement. The Parties agree and acknowledge that: (i) nothing in this Section 2(b) nor any action the Company may take pursuant to this Section 2(b) will give rise to a claim by Executive for termination without Cause, termination for Good Reason, or termination due to the Executive’s Retirement or the normal expiration of the Executive’s initial Employment Period or for Severance Benefits or any amounts or benefits other than those specifically enumerated in this Section 2(b); (ii) Executive will not be entitled subsequent Employment Period of the Company’s intentions as to receive any amounts or benefits under this Section 2(b) if Executive is otherwise entitled to receive or receives benefits under Section 6 the renewal of this Agreement; and (iii) Executive must execute and provide agreement, the Employee shall have the right, but not the obligation, to the Company a Release, and the period terminate this agreement which termination shall be deemed for revoking same must have expired, before the 30th day following the Employment Period End Date in order to receive any amounts or benefits under this Section 2(b). Nothing in this Section 2(b) will prohibit Executive’s employment from being terminated for Cause or for any other event enumerated in this Agreement“Good Reason.”

Employment Period. (a) Unless earlier terminated The terms and conditions of this Agreement shall be and remain in accordance with effect during the period of two years beginning on April 1, 2009 (the “Commencement Date”) and ending on the second anniversary of the Commencement Date (the “Initial Term”), plus such extensions, if any, as are provided pursuant to Section 5, Executive’s employment will be for a term 2(b) hereof (the “Employment Period”), beginning on the Effective Date and ending on June 30, 2014, the Employment Period End Date. Provided, however, that if a Change in Control, as defined in Exhibit C hereto, occurs during the Employment Period, the ending date of the Employment Period will be extended so that it expires on the later of the Employment Period End Date or the first anniversary of the date on which the Change in Control initially occurred. (b) Except as provided in Section 2(c), prior to the first annual anniversary of the Commencement Date and each annual anniversary thereafter, the Board of Directors of the Employer shall consider and review (after taking into account all relevant factors, including the Executive’s performance and any recommendation of the Chief Executive Officer) a one-year extension of the term of this Agreement, and the term shall continue to extend each year (beginning with the first annual anniversary date) if the Board of Directors so approve such extension, unless the Executive gives written notice to the Employer of the Executive’s election not to extend the term, with such notice to be given by the Executive not less than ninety (90) days prior to any such anniversary date. If the Company Board of Directors elects not to extend the term, it shall give written notice of such decision to the Executive not less than ninety (90) days prior to any such anniversary date. If the Executive does not renew receive such notice, the AgreementExecutive may, or enter into a new employment agreement with by written notice given at any time during the ninety (90) days prior to the relevant anniversary date, request from the Board of Directors written confirmation that the term has been extended and, if such confirmation is not received by the Executive with within thirty (30) days after the same or similar terms as the Agreement, as of the Employment Period End Daterequest therefor is made, the Executive may choose one treat the term as having not been extended. Upon termination of the following two options: (i) the Executive will voluntarily resign from Executive’s employment with the Company as of the Employment Period End Date and the Company will pay to ExecutiveEmployer for any reason whatsoever, on the 30th day after the Employment Period End Date, an amount equal to one (1) times the highest combined any annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three (3) fiscal years before the Employment Period End Date, less normal withholdings; or (ii) the Executive may elect to continue employment with the Company on an at-will basis and, for a maximum of one year following the Employment Period End Date, receive the same salary and incentive compensation opportunity as in effect in the last year of the Agreement. The Parties agree and acknowledge that: (i) nothing in this Section 2(b) nor any action the Company may take extensions provided pursuant to this Section 2(b) will give rise to a claim by Executive for termination without Cause), termination for Good Reasonif not theretofore discontinued, or termination due to shall automatically cease. In addition, no annual renewals shall extend beyond the Executive’s Retirement or 65th birthday, and in no event shall the normal expiration of Employment Period extend beyond the Executive’s Employment Period or for Severance Benefits or any amounts or benefits other than those specifically enumerated in this Section 2(b); (ii) Executive will not 65th birthday. All actions to be entitled to receive any amounts or benefits taken by the Board of Directors under this Section 2(b) if Executive is otherwise entitled may be taken by the Compensation Committee of the Board of Directors. (c) Nothing in this Agreement shall be deemed to receive or receives benefits under Section 6 of this Agreement; and (iii) Executive must execute and provide to prohibit the Company a Release, and Employer at any time from terminating the period for revoking same must have expired, before the 30th day following Executive’s employment during the Employment Period End Date in order to receive any amounts with or benefits under this Section 2(b). Nothing in this Section 2(b) will prohibit Executive’s employment from being terminated for Cause or without notice for any other reason, provided, however, that the relative rights and obligations of the Employer and the Executive in the event enumerated in of any such termination, including any requirements with respect to prior notice of such termination, shall be determined under this Agreement.

Employment Period. (a) Unless earlier terminated The “Employment Period” commenced effective as of December 10, 2007 (the “Effective Date”) and shall terminate (“Termination Date”) upon the earliest to occur of (i) the fifth anniversary of the Effective Date (the “Scheduled Termination Date”), (ii) your death or Disability (as defined below), (iii) voluntary termination of employment by you without Good Reason (as defined below) on at least two months prior notice, unless waived by the Company, (iv) voluntary termination of employment by you for Good Reason in accordance with the procedure outlined in Section 52(e) below, Executive’s (v) termination of employment will by the Company without Cause (as defined below) or (vi) termination of employment by the Company for Cause. The Scheduled Termination Date shall be extended for a term (the “Employment Period”), successive one year periods beginning on the fifth anniversary of the Effective Date and ending on June 30each anniversary thereafter, 2014, unless either the Company or you notifies the other in writing at least four months prior to the applicable Scheduled Termination Date of its intention not to extend the Scheduled Termination Date further in which case the Employment Period End shall terminate on such Scheduled Termination Date. Provided, however, that if a Change in Control, as defined in Exhibit C hereto, occurs during the Employment Period, the ending date of the Employment Period will be extended so that it expires on the later of the Employment Period End Date or the first anniversary of the date on which the Change in Control initially occurred. (b) If the Company does not renew the Agreement, or enter into a new employment agreement with Executive with the same or similar terms as the Agreement, as Upon termination of the Employment Period End for any reason, you shall be entitled to any earned but unpaid Base Salary (as defined below) as of the Termination Date. If the Company terminates the Employment Period without Cause or you terminate the Employment Period for Good Reason, you will be entitled to the following severance benefits (the “Severance Benefits”): (i) continuation of your Base Salary as in effect immediately prior to such termination (your “Ending Base Salary”, and such continuation of your Ending Base Salary being referred to herein as the “Continuation Severance Payment”) and medical benefits which may be provided by the Company reimbursing payment of COBRA premiums if any (“Continuation Medical Benefit”) for a period of one (1) year (the “Severance Period”) after the Termination Date and (ii) on the date that is six months and one day after the Termination Date, a lump sum amount equal to the Executive may choose one Annual Bonus, if any, that you received for the fiscal year ended prior to the fiscal year which includes the Termination Date. In no event shall you be entitled to payment of an Annual Bonus pursuant to Section 3(b) hereof for the fiscal year in which your Termination Date occurs. In addition, in the event the Company terminates the Employment Period without Cause or you terminate the Employment Period for Good Reason prior to the second anniversary of the Effective Date and subject to the approval of the Compensation Committee of the Board of Directors of the Company, you will also receive as part of the Severance Benefits immediate vesting as of the Termination Date of the unvested portion of all stock option and restricted stock awards that were granted to you prior to the Company’s initial public offering in June 2006. Your right to receive the Severance Benefits outlined above are subject to and conditioned upon your execution of a valid general release and waiver within 60 days after your termination of employment (and any payment that constitutes non-qualified deferred compensation under Section 409A of the Code and any regulations thereunder that otherwise would be made within such 60-day period pursuant to this paragraph shall be paid at the expiration of such 60-day period) in a form reasonably satisfactory to the Company waiving all claims that you may have against the Company, its successors, assigns, affiliates, employees, officers and directors and your compliance with the provisions set forth in Section 4 hereof. Notwithstanding anything herein to the contrary, your right to receive the Continuation Severance Payment during the Severance Period shall terminate effective immediately upon the date that you become employed by a new employer or otherwise begin providing services for an entity as a consultant or otherwise (“New Employment”); provided that if the base salary you receive pursuant to such New Employment and any guaranteed bonus or other forms of cash compensation payments relating to the Severance Period whether or not paid during the Severance Period, (“New Compensation”) is less than your Ending Base Salary, the Company will continue to pay you an incremental amount during the remaining Severance Period such that the New Compensation payments you receive together with such incremental amount will equal your Ending Base Salary on an annualized basis and your right to receive the Continuation Medical Benefit shall cease immediately upon your being eligible for coverage under another group health plan. You shall immediately notify the Company upon obtaining New Employment and provide all information regarding medical benefits coverage reasonably requested by the Company. The Company shall have no additional obligations under this Agreement, including under any severance or termination pay plan, and your rights under any benefit plan of the Company to vested benefits or welfare benefits will be determined pursuant to the terms of the applicable plan. Notwithstanding the foregoing paragraph, in the event the Company terminates the Employment Period without Cause or you terminate the Employment Period for Good Reason, and you are a “specified employee” within the meaning of Section 409A of Code (as determined in accordance with the methodology established by the Company as in effect on the Termination Date), any amounts that are considered “nonqualified deferred compensation” (within the meaning of Section 409A of the Code) payable to you on account of your termination of employment during the six month period immediately following two options: the date of your “separation from service” within the meaning of Section 409A of the Code (not including any accrued but unpaid Base Salary as of your Termination Date) shall be deferred and accumulated for a period of six months from the date of separation from service and paid in a lump sum on the first day of the seventh month following such separation from service (or, if earlier, the date of your death). (c) For purposes of this Agreement, the term “Cause” shall mean (i) the Executive will voluntarily resign from employment indictment for a felony or any crime involving moral turpitude or being charged or sanctioned by a federal or state government or governmental authority or agency with violations of federal or state securities laws in any judicial or administrative process or proceeding, or having been found by any court or governmental authority or agency to have committed any such violation, (ii) willful misconduct or gross negligence in connection with the Company performance of your duties as an employee of the Employment Period End Date and the Company will pay to Executive, on the 30th day after the Employment Period End Date, an amount equal to one (1) times the highest combined annual Base Salary and Variable Compensation earned by Executive from the Company, (iii) a willful and material breach of this Agreement, including without limitation, your failure to perform your duties and responsibilities hereunder, after you have been given written notice specifying such breach and at least thirty (30) days to cure such breach, to the extent reasonably susceptible to cure, (iv) a fraudulent act or omission by you adverse to the reputation of the Company or any such amounts earned but deferredaffiliate, in (v) the last three willful disclosure by you of any Confidential Information (3as defined below) fiscal years before to persons not authorized to know same, and (vi) your violation of or failure to comply with (A) any Company policy, including, without limitation, the Employment Period End DateCode of Ethics and Business Practices, less normal withholdings; or (iiB) any legal or regulatory obligations or requirements, provided that with respect to this Section 2(c)(vi), you shall be given thirty (30) days to cure such violation to the Executive may elect extent such violation is reasonably susceptible to continue cure. If subsequent to the termination of your employment, it is discovered that your employment with the Company on an at-will basis and, could have been terminated for a maximum of one year following the Employment Period End Date, receive the same salary and incentive compensation opportunity as in effect in the last year of the Agreement. The Parties agree and acknowledge that: Cause pursuant to sections (i) nothing in or (iv) of this Section 2(b) nor any action 2(c), your employment shall, at the election of the Company, in its sole discretion, be deemed to have been terminated for Cause in which event the Company may take pursuant to this Section 2(b) will give rise to a claim by Executive for termination without Cause, termination for Good Reason, or termination due to the Executive’s Retirement or the normal expiration of the Executive’s Employment Period or for Severance Benefits or any amounts or benefits other than those specifically enumerated in this Section 2(b); (ii) Executive will not shall be entitled to receive immediately cease providing any amounts Severance Benefits to you or benefits under this Section 2(b) if Executive is otherwise entitled on your behalf and recover any payments previously made to receive you or receives benefits under Section 6 on your behalf in the form of Severance Benefits. For purposes of this Agreement; provision, no act or omission 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 authority given pursuant to a resolution duly adopted by the Board of Directors of the Parent (the “Board”) shall be conclusively presumed to be done, or omitted to be done, by you in good faith and (iii) Executive must execute and provide to in the Company a Release, and best interests of the period for revoking same must have expired, before the 30th day following the Employment Period End Date in order to receive any amounts or benefits under this Section 2(b). Nothing in this Section 2(b) will prohibit Executive’s employment from being terminated for Cause or for any other event enumerated in this AgreementCompany.

Employment Period. (a) Unless the Employment Period is terminated earlier terminated in accordance with pursuant to Section 52(b) hereof, Executive’s employment will be the Company shall employ you on the terms and subject to the conditions of this Agreement for a three (3)-year term commencing effective as of the Commencement Date and ending on the day immediately preceding the third anniversary of the Commencement Date (the “Employment Period”), beginning on . Effective upon the Effective Date and ending on June 30, 2014, the Employment Period End Date. Provided, however, that if a Change in Control, as defined in Exhibit C hereto, occurs during expiration of the Employment Period, the ending date of the Employment Period will be extended so that it expires on automatically renewed for successive one (1)-year periods, unless at least four (4) months prior to the later expiration of the Employment Period, you shall give written notice to the Company of your intention not to renew the Employment Period End Date or at least two (2) months prior to the first anniversary expiration of the date on which Employment Period, the Change in Control initially occurredCompany shall give you written notice of its intention not to renew the Employment Period. (b) If Your employment with the Company does not renew hereunder may be terminated prior to the Agreement, or enter into a new employment agreement with Executive with the same or similar terms as the Agreement, as expiration of the Employment Period End Date, upon the Executive may choose one earliest to occur of the following two optionsevents: (i) your death or Disability (as defined below), (ii) voluntary termination of employment by you without Good Reason (as defined below) on at least two (2) months prior notice, unless waived by the Executive will voluntarily resign from Company, (iii) voluntary termination of employment by you for Good Reason in accordance with the procedure outlined in Section 2(f) below, (iv) termination of employment by the Company without Cause (as defined below) or (v) termination of employment by the Company for Cause. The date on which your employment is terminated hereunder for any reason (including upon the expiration of the Employment Period End Date and if your employment ends at that time) shall be referred to as the “Termination Date”. i. Upon termination of your employment for any reason, you shall be entitled to any earned but unpaid Base Salary (as defined below) as of the Termination Date. If the Company will pay to Executive, on the 30th day after terminates the Employment Period End Date, an amount equal to one without Cause (1) times including a termination of your employment by the highest combined annual Base Salary and Variable Compensation earned by Executive from Company in conjunction with the Company, including any such amounts earned but deferred, in the last three (3) fiscal years before ’s giving notice of non-renewal of the Employment Period End (a “Company Non-Renewal Termination”)) or you terminate the Employment Period for Good Reason, you will be entitled to the following severance benefits (the “Severance Benefits”) (it being understood that the payment of such Severance Benefits shall only commence, in accordance with the timing provisions set forth below, upon your “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and any regulations thereunder (the “Code”): (i) continuation of your Base Salary as in effect immediately prior to such termination (your “Ending Base Salary”, and such continuation of your Ending Base Salary being referred to herein as the “Continuation Severance Payment”) in accordance with the regular payroll practices of the Company and your medical benefits (including those of your spouse and dependents, if applicable), which medical benefits the Company may elect to provide by making a payment to you on a monthly basis equal to an amount that, after all applicable taxes are paid, is equal to the amount of the monthly COBRA premiums incurred by you (including your spouse and dependents, if applicable), if any (the “Continuation Medical Benefit”), for a period of twelve (12) months (the “Severance Period”) after the Termination Date, less normal withholdings; or and (ii) the Executive may elect Annual Bonus earned for the year immediately prior to continue the year that includes the Termination Date, to the extent not yet paid; provided that the Severance Benefits are subject to and conditioned upon your execution of a valid general release and waiver within sixty (60) days after your termination of employment (and any payment that otherwise would be made within such sixty (60)-day period pursuant to this paragraph shall be paid at the expiration of such sixty (60)-day period) in the form attached hereto as Exhibit A and your compliance with the Company provisions set forth in Section 4 hereof. ii. Notwithstanding anything herein to the contrary, your right to receive the Continuation Severance Payment during the Severance Period shall terminate effective immediately upon the date that you become employed by a new employer or otherwise begin providing services for an entity as a consultant or otherwise (“New Employment”); provided that if the cash compensation you receive pursuant to such New Employment, including without limitation guaranteed bonus payments relating to the Severance Period whether or not paid during the Severance Period, (“New Compensation”) is less than your Ending Base Salary, the Continuation Severance Payment shall not terminate, but shall be reduced to an amount such that the New Compensation payments you receive together with such reduced Continuation Severance Payment will equal your Ending Base Salary on an at-will basis andannualized basis. In addition, your right to receive the Continuation Medical Benefit shall cease immediately upon your being eligible for a maximum of one year following coverage under another group health plan. You shall immediately notify the Company upon obtaining New Employment. iii. Notwithstanding the foregoing paragraph, in the event the Company terminates the Employment Period End Date, receive without Cause or you terminate the same salary and incentive compensation opportunity as in effect in the last year of the Agreement. The Parties agree and acknowledge that: (i) nothing in this Section 2(b) nor any action the Company may take pursuant to this Section 2(b) will give rise to a claim by Executive for termination without Cause, termination Employment Period for Good Reason, or termination due to and you are a “specified employee” within the Executive’s Retirement or the normal expiration meaning of Section 409A of the Executive’s Employment Period or Code (as determined in accordance with the methodology established by the Company as in effect on the Termination Date), any amounts payable to you on account of your termination of employment during the six (6)-month period immediately following the date of your “separation from service” within the meaning of Section 409A of the Code (not including any accrued but unpaid Base Salary as of your Termination Date) that constitute the payment of nonqualified deferred compensation within the meaning of Section 409A of the Code shall be deferred and accumulated for Severance Benefits a period of six (6) months from the date of separation from service and paid in a lump sum on the first day of the seventh month following such separation from service (or, if earlier, the date of your death). In addition, for purposes of clarification, each amount payable to you under this Section 2(c) shall constitute a “separately identified amount” within the meaning of Treasury Regulation Section 1.409A-2(b)(2). (d) For purposes of this Agreement, the term “Cause” shall mean (i) the indictment for a felony or any amounts crime involving moral turpitude or benefits other than those specifically enumerated being charged or sanctioned by a federal or state government or governmental authority or agency with violations of applicable federal or state laws in this Section 2(b); any judicial or administrative process or proceeding, or having been found by any court or governmental authority or agency to have committed any such violation, (ii) Executive will willful misconduct or gross negligence in connection with the performance of your duties as an employee of the Company, (iii) a material breach of this Agreement, including without limitation, your failure to perform your duties and responsibilities hereunder, after you have been given written notice specifying such breach and at least thirty (30) days to cure such breach, to the extent reasonably susceptible to cure, (iv) a fraudulent act or omission by you adverse to the reputation of the Company or any affiliate, (v) the willful disclosure by you of any Confidential Information (as defined below) to persons not authorized to know same, and (vi) your violation of or failure to comply with (A) any Company policy, including, without limitation, the Code of Ethics and Business Practices, or (B) any legal or regulatory obligations or requirements, provided that with respect to this Section 2(d)(vi), you shall be given thirty (30) days to cure such violation to the extent such violation is reasonably susceptible to cure. If subsequent to the termination of your employment, it is discovered that your employment could have been terminated for Cause pursuant to sections (i) or (iv) of this Section 2(d), your employment shall, at the election of the Company, in its sole discretion, be deemed to have been terminated for Cause in which event the Company shall be entitled to receive immediately cease providing any amounts Severance Benefits to you or benefits under this Section 2(b) if Executive is otherwise entitled on your behalf and recover any payments previously made to receive you or receives benefits under Section 6 on your behalf in the form of this Agreement; and (iii) Executive must execute and provide to the Company a Release, and the period for revoking same must have expired, before the 30th day following the Employment Period End Date in order to receive any amounts or benefits under this Section 2(b). Nothing in this Section 2(b) will prohibit Executive’s employment from being terminated for Cause or for any other event enumerated in this AgreementSeverance Benefits.

Employment Period. (a) Unless earlier terminated in accordance with Section 5The Employment Period shall commence on April 4, Executive’s employment will be for a term 2011 and shall terminate on such date (the “Employment PeriodTermination Date”), beginning on ) as shall be specified in a notice given by either the Effective Date and ending on June Company or Executive to the other not less than thirty (30, 2014, ) days prior to the Termination Date; provided that (i) the Employment Period End Date. Providedshall terminate prior to such date upon Executive's death or permanent disability or incapacity (as determined by the Company in its good faith judgment), however, that if a Change in Control, as defined in Exhibit C hereto, occurs during the Employment Period, the ending date of (ii) the Employment Period will may be extended so that it expires on terminated by the later of Company at any time prior to such date for Cause (as defined below) and (iii) the Employment Period End Date may be terminated by the Executive giving, for any reason or the first anniversary no reason, within three (3) months following a Change of the date on which the Change in Control initially occurred(as defined below), not less than thirty (30) days prior notice of termination. (b) If the Company does not renew the Agreement, or enter into a new employment agreement with Executive with the same or similar terms as the Agreement, as of the Employment Period End Date, the Executive may choose one of the following two options: is terminated (i) the Executive will voluntarily resign from employment with by the Company as without Cause or (ii) by Executive giving, for any reason or no reason, within three (3) months following a Change of the Employment Period End Date and the Company will pay Control, not less than thirty (30) days prior notice of termination, or (iii) due to Executive's death or permanent disability or incapacity, Executive or his estate, as the case may be, shall be entitled to receive: (1) the Executive’s Base Salary through the Termination Date, (2) as deferred salary the following amount (the “Deferred Salary Amount”): (A) If the Termination Date is on or prior to July 4, 2011, the 30th day after the Employment Period End Date, an Deferred Salary Amount shall be that amount equal to one (1) times month of the highest combined Executive’s annual Base Salary (as in effect on the Termination Date) for each full month that the Executive shall have been employed by the Company up to and Variable Compensation earned including July 4, 2011. (B) If the Termination Date is after July 4, 2011 and intiated by the Company without Cause and no Change of Control has occurred or is due to Executive's death or permanent disability or incapacity, the Deferred Salary Amount shall be that amount equal to fifty percent (50%) of the Executive’s annual Base Salary (as in effect on the Termination Date). (C) If the Termination Date is after July 4, 2011 and is initiated by the Executive from the Companygiving, including for any such amounts earned but deferredreason or no reason, in the last within three (3) months following a Change of Control, not less than thirty (30) days prior notice of termination, the Deferred Salary Amount shall be that amount equal to fifty percent (50%) of the Executive’s annual Base Salary (as in effect on the Termination Date). (D) If the Termination Date is after July 4, 2011 and is initiated by the Company without Cause and is a direct result of a Change of Control, the Deferred Salary Amount shall be that amount equal to one hundred percent (100%) of the Executive’s annual Base Salary (as in effect on the Termination Date). The Deferred Salary Amount shall be paid by the Company to the Executive in regular installments (the “Installment Amount”) at the same rate at which Executive was being paid his annual Base Salary on the Termination Date in accordance with the Company’s general payroll practices, until paid in full. Payment of the Installment Amount shall commence on the first payroll date on or after the date six (6) months and one day after the Termination Date, (3) so long as Executive has not breached the provisions of Sections 6, 7 and 8, the pro rata share (based on the number of days Executive was employed for the fiscal years before year in which the Termination Date occurs) of the Bonus to which Executive would have been entitled for such fiscal year had such termination not occurred, which pro rata bonus will be payable within 30 days following the Company's receipt of its audited financial statements for such fiscal year, but in no event earlier than the date six (6) months and one day after the Termination Date, (4) reimbursement of all expenses incurred on or prior to the Termination Date for which Executive was entitled to be reimbursed pursuant to Section 3(d), but for which Executive shall not have been reimbursed on the Termination Date, (5) all fringe benefits which Executive was entitled to receive on or prior to the Termination Date pursuant to Section 3(e), but which shall not have been paid to Executive on the Termination Date, and (6) payment for any vacation days accrued and not used by Executive on the Termination Date in accordance with the Company’s policy in effect at that time. The portions of this Agreement dealing with the payment of a Deferred Salary Amount have been prepared with reference to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder and should be interpreted and administered in a manner consistent therewith. (c) If, the Employment Period End Dateis terminated (i) by the Executive giving, for any reason or no reason, including a voluntary resignation by Executive (other than by Executive giving, within three (3) months following a Change of Control, not less normal withholdings; than a thirty (30) day prior notice of termination) or (ii) the Executive may elect to continue employment with by the Company on an at-will basis and, for a maximum of one year following the Employment Period End Date, receive the same salary and incentive compensation opportunity as in effect in the last year of the Agreement. The Parties agree and acknowledge that: (i) nothing in this Section 2(b) nor any action the Company may take pursuant to this Section 2(b) will give rise to a claim by Executive for termination without Cause, termination for Good Reason, or termination due Executive shall only be entitled to receive: (1) the Executive’s Retirement Base Salary through the Termination Date, (2) reimbursement of all expenses incurred on or prior to the normal expiration of Termination Date for which Executive was entitled to be reimbursed pursuant to Section 3(d), for which Executive shall not have been reimbursed on the ExecutiveTermination Date, (3) all fringe benefits which Executive was entitled to receive on or prior to the Termination Date pursuant to Section 3(e), but which shall not have been paid to Executive on the Termination Date, and (4) payment for any vacation days accrued and not used by Executive on the Termination Date in accordance with the Company’s Employment Period or for Severance Benefits or any amounts or benefits other than those specifically enumerated policy in effect at that time. Notwithstanding anything to the contrary in this Section 2(b); (ii) Agreement or otherwise, Executive will shall not be entitled to receive any amounts Bonus for the fiscal year of the Company in which the Termination Date occurs. (d) If the Employment Period is terminated (i) by the Company without Cause or (ii) by Executive within three (3) months following a Change of Control for any reason or no reason or (iii) due to Executive’s permanent disability or incapacity, the Company shall reimburse Executive for eighty (80%) percent of any premiums paid by Executive for medical benefits under this Section 2(b) if for the period Executive is otherwise entitled to receive or receives benefits COBRA continuation coverage under Section 6 4980B of the Code or if earlier the first to occur of (1) the date three months after the Termination Date if the Termination Date is on or prior to July 4, 2011, (2) six months after the Termination Date if the Termination Date is after July 4, 2011 and the Employment Period is terminated (i) by the Company without Cause and no Change of Control has occurred or (ii) by Executive giving, for any reason or no reason, within three (3) months following a Change of Control, not less than thirty (30) days prior notice of termination, or (iii) due to Executive's death or permanent disability or incapacity, (3) twelve months after the Termination Date if the Termination Date is initiated by the Company without Cause and is a direct result of a Change of Control, or (4) the date on which the Executive is employed by an employer other than the Company. (e) If the Employment Period is terminated for any reason whatsoever by the Company or by Executive, no bonus shall accrue or be payable to Executive for any period after the Termination Date. (f) For purposes of this Agreement; and (iii) Executive must execute and provide to the Company a Release, and the period for revoking same must have expired, before the 30th day following the Employment Period End Date in order to receive any amounts or benefits under this Section 2(b). Nothing in this Section 2(b) will prohibit Executive’s employment from being terminated for Cause or for any other event enumerated in this Agreement.:

Employment Period. (a) Unless earlier terminated in accordance with Section 5, The term of the Executive’s 's employment will be for a term under this Agreement (the “"Employment Period”), beginning ") shall begin on the Effective Date of this Agreement ----------------- and ending on June 30shall continue under this Agreement until the fourth anniversary of the date thereof; provided that the initial Employment Period shall automatically renew for an additional period of three years (the "Employment Option") unless either ----------------- party delivers to the other a written termination letter, 2014with such termination letter being delivered by Executive no later than four months prior to the termination of the initial Employment Period and by the Company no later that six months prior to the termination of the initial Employment Period. Notwithstanding the foregoing, the Employment Period End Date. Providedmay be terminated as follows: (i) by the Company without Cause or by the Executive with Good Reason, howeverthe Employment Period shall terminate immediately upon receipt by the non-terminating party of notice in writing from the terminating party of termination of the Employment Period, that provided that, if the Employment Period is terminated under this Section 4(a), the Executive shall be entitled to (A) his base salary (based upon the Executive's base salary set forth in Appendix B, Section (a)) for the period (the "Severance Period") ending the earlier of (i) ---------------- eighteen months after such termination or (ii) nine months after such termination if Executive is employed on a Change full time basis with another company or enterprise within nine months of such termination; (B) his Pro Rata Bonus (as set forth in ControlAppendix B) and (C) to the extent the U.S. Move has not occurred, as defined the reasonable costs incurred by Executive in Exhibit C heretoconnection with relocating to the U.S. (the "U.S. Relocation Expenses"), occurs provided further that, Executive shall ------------------------ not be entitled to any severance payment set forth in this Section 4(a)(i) if the Executive is in breach of Sections 9, 10 or 11 below; (ii) in the event the Executive dies during the Employment Period, the ending Employment Period shall terminate on the date of death, and Executive shall be entitled to (A) his base salary (based upon the Executive's base salary set forth in Appendix B) for six months following the death of Executive, (B) his Pro Rata Bonus (as set forth in Appendix B) and (C) to the extent the U.S. Move has not occurred, the U.S. Relocation Expenses; (iii) in the event the Executive, by reason of physical or mental disability (excluding infrequent and temporary absences due to ordinary transitory illnesses), shall be unable for more than one hundred and eighty (180) days in the aggregate during any consecutive twelve (12) month period to perform the material services required of him under this Agreement, the Employment Period shall terminate at the end of the month in which the Company shall have given notice to the Executive of its intention to terminate the Employment Period because of such disability, and Executive shall be entitled to (A) his base salary (based upon the Executive's base salary set forth in Appendix B) for six months following the termination of the Employment Period will be extended so that it expires on the later of the Employment Period End Date or the first anniversary of the date on which the Change in Control initially occurred. (b) If the Company does not renew the Agreement, or enter into a new employment agreement with Executive with the same or similar terms as the Agreement, as of the Employment Period End Date, the Executive may choose one of the following two options: (i) the Executive will voluntarily resign from employment with the Company as of the Employment Period End Date and the Company will pay to Executive, on the 30th day after the Employment Period End Date, an amount equal to one (1) times the highest combined annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three (3) fiscal years before the Employment Period End Date, less normal withholdings; or (ii) the Executive may elect to continue employment with the Company on an at-will basis and, for a maximum of one year following the Employment Period End Date, receive the same salary and incentive compensation opportunity as in effect in the last year of the Agreement. The Parties agree and acknowledge that: (i) nothing in this Section 2(b) nor any action the Company may take pursuant to this Section 2(b) will give rise to a claim by Executive for termination without Cause, termination for Good Reason, or termination due to the Executive’s Retirement or the normal expiration of the Executive’s Employment Period or for Severance Benefits or any amounts or benefits other than those specifically enumerated in this Section 2(b); (ii) Executive will not be entitled to receive any amounts or benefits under this Section 2(b) if Executive is otherwise entitled to receive or receives benefits under Section 6 of this Agreement; and (iii) Executive must execute and provide to the Company a Release, and the period for revoking same must have expired, before the 30th day following the Employment Period End Date in order to receive any amounts or benefits under this Section 2(b). Nothing in this Section 2(b) will prohibit Executive’s employment from being terminated for Cause or for any other event enumerated in this Agreement.Period,

Employment Period. (a) Unless the Employment Period is terminated earlier terminated in accordance with pursuant to Section 52(b) hereof, Executive’s employment will be the Company shall employ you on the terms and subject to the conditions of this Agreement for a four-year term commencing on March 15, 2008 (the “Employment Period”), beginning on the Effective Date "Commencement Date") and ending on June 30, 2014, the day immediately preceding the fourth anniversary of the Commencement Date (the "Employment Period End DatePeriod"). Provided, however, that if a Change in Control, as defined in Exhibit C hereto, occurs during Effective upon the expiration of the Employment Period, the ending date Employment Period will be automatically renewed for successive one-year periods ("Renewal Terms"), unless the Company or you, at least four months prior to the expiration of the Employment Period, shall give written notice to the other party of its intention not to renew the Employment Period. Any Renewal Terms shall include a Base Salary not less than your annual base salary in effect immediately prior to the expiration of the Employment Period will be extended so that it expires on and an Annual Bonus structure with target and maximum amounts not less than those in effect immediately prior to the later expiration of the Employment Period End Date or the first anniversary of the date on which the Change in Control initially occurredPeriod. (b) If Your employment with the Company does not renew hereunder may be terminated prior to the Agreement, or enter into a new employment agreement with Executive with the same or similar terms as the Agreement, as expiration of the Employment Period End Date, upon the Executive may choose one earliest to occur of the following two optionsevents: (i) the Executive will voluntarily resign from your death or Disability (as defined below), (ii) voluntary termination of employment by you without Good Reason (as defined below) on at least two months prior notice, (iii) voluntary termination of employment by you for Good Reason in accordance with the procedure outlined in Section 2(e) below, (iv) termination of employment by the Company without Cause (as defined below) or (v) termination of employment by the Company for Cause. The date of which your employment is terminated hereunder for any reason (including upon the expiration of the Employment Period) shall be referred to as the "Termination Date". (c) Upon termination of the Employment Period End Date and for any reason, you shall be entitled to any earned but unpaid Base Salary (as defined below) as of the Termination Date. If the Company will pay to Executive, on the 30th day after terminates the Employment Period End Date, an amount equal to one (1) times the highest combined annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three (3) fiscal years before without Cause or you terminate the Employment Period End Date, less normal withholdings; or (ii) the Executive may elect to continue employment with the Company on an at-will basis and, for a maximum of one year following the Employment Period End Date, receive the same salary and incentive compensation opportunity as in effect in the last year of the Agreement. The Parties agree and acknowledge that: (i) nothing in this Section 2(b) nor any action the Company may take pursuant to this Section 2(b) will give rise to a claim by Executive for termination without Cause, termination for Good Reason, or termination due you will be entitled to the Executive’s Retirement or following severance benefits (the normal expiration "Severance Benefits"): (i) continuation of your Base Salary as in effect immediately prior to such termination (your "Ending Base Salary", and such continuation of your Ending Base Salary being referred to herein as the "Continuation Severance Payment") in accordance with the regular payroll practices of the Executive’s Employment Period or Company and medical benefits ("Continuation Medical Benefit") for a period of eighteen (18) months (the "Severance Benefits or any amounts or benefits other than those specifically enumerated in this Section 2(b)Period") after the Termination Date; (ii) Executive will a lump sum amount equal to the product of (x) the Annual Bonus, if any, that you would have earned based on the achievement of the applicable performance objectives in the fiscal year which includes the Termination Date had your employment not be entitled been terminated and (y) a fraction, the numerator of which is the number of days in the fiscal year that includes the Termination Date through the Termination Date and the denominator of which is 365, payable when bonuses are generally paid to receive any amounts or benefits under this Section 2(b) if Executive employees of the Company ("Pro-Rata Bonus"), but in no event later than the date that is otherwise entitled 2.5 months following the end of the year with respect to receive or receives benefits under Section 6 of this Agreement; which such bonus was earned, and (iii) Executive must execute (A) in the event your Termination Date occurs prior to March 15, 2010 and provide (B) a "Change in Control" of the Company (within the meaning of the Company's 2003 Equity Incentive Plan) has not occurred prior to the Termination Date, any grants of equity made to you by the Company prior to the closing of the Company's initial public offering on July 3, 2006 shall continue to vest in accordance with their normal vesting schedule as if you had continued to remain an active employee of the Company for the duration of such vesting schedule; provided that the Severance Benefits are subject to and conditioned upon your execution of a valid general release and waiver within 60 days after your termination of employment (and any payment that otherwise would be made within such 60-day period pursuant to this paragraph shall be paid at the expiration of such 60-day period) .in a form reasonably satisfactory to the Company waiving all claims that you may have against the Company, its successors, assigns, affiliates, employees, officers and directors and your compliance with the provisions set forth in Paragraph 4 hereof. For purposes of clarification, in the event your termination of employment occurs following a Release"Change in Control," subclause (iii) above will cease to have any force or effect and your outstanding equity awards will be afforded the treatment provided for under the terms and conditions of the equity incentive plan of the Company pursuant to which they were granted. Notwithstanding anything herein to the contrary, your right to receive the Continuation Severance Payment during the Severance Period shall terminate effective immediately upon the date that you become employed by a new employer or otherwise begin providing services for an entity as a consultant or otherwise ("New Employment"); provided that if the cash compensation you receive pursuant to such New Employment, including without limitation guaranteed bonus payments relating to the Severance Period whether or not paid during the Severance Period, ("New Compensation") is less than your Ending Base Salary, the Company will continue to pay you, in accordance with the regular payroll practices of the Company, an incremental amount during the remaining Severance Period such that the New Compensation payments you receive together with such incremental amount will equal your Ending Base Salary on an annualized basis and your right to receive the period Continuation Medical Benefit shall cease immediately upon your being eligible for revoking same must coverage under another group health plan. For purposes of clarification only, any New Employment obtained by you during the Severance Period shall not affect your right to receive the Pro-Rata Bonus subject to compliance with the conditions outlined above for provision of the Severance Benefits. You shall immediately notify the Company upon obtaining New Employment and provide all information regarding compensation and benefits reasonably requested by the Company. The Company shall have expiredno additional obligations under this Agreement. Notwithstanding the foregoing paragraph, before in the 30th day following event the Company terminates the Employment Period End Date without Cause or you terminate the Employment Period for Good Reason, and you are a "specified employee" within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and any regulations thereunder (the "Code") (as determined in order to receive accordance with the methodology established by the Company as in effect on the Termination Date), any amounts payable to you on account of your termination of employment during the six month period immediately following the date of your "separation from service" within the meaning of Section 409A of the Code (not including any accrued but unpaid Base Salary as of your Termination Date) shall be deferred and accumulated for a period of six months from the date of separation from service and paid in a lump sum on the first day of the seventh month following such separation from service (or, if earlier, the date of your death). (d) For purposes of this Agreement, the term "Cause" shall mean (i) the indictment for a felony, (ii) willful misconduct or benefits under gross negligence in connection with the performance of your duties as an employee of the Company, (iii) a material breach of this Section 2(b)Agreement, including without limitation, your failure to perform your duties and responsibilities hereunder, (iv) a fraudulent act or omission by you adverse to the reputation of the Company or any affiliate, and (v) the disclosure by you of any Confidential Information (as defined below) to persons not authorized to know same. Nothing If subsequent to the termination of your employment, it is discovered that your employment could have been terminated for Cause and there is a reasonable basis for such determination, your employment shall, at the election of the Company, in its sole discretion, be deemed to have been terminated for Cause, in which event the Company shall be entitled to immediately cease providing any Severance Benefits to you or on your behalf and recover any payments previously made to you or on your behalf in the form of Severance Benefits. In addition, for purposes of this Section 2(bAgreement, the term "Disability" shall mean your incapacity due to physical or mental illness or injury, which results in your being unable to perform your duties hereunder for a period of ninety (90) will prohibit Executive’s consecutive working days, and within thirty (30) days after the Company notifies you that your employment from is being terminated for Cause or for any other event enumerated in this AgreementDisability, you shall not have returned to the performance of your duties on a full-time basis.

Employment Period. (a) Unless earlier terminated The terms and conditions of this Agreement shall be and remain in accordance with effect during the period of three years beginning on April 1, 2007 (the “Commencement Date”) and ending on the third anniversary of the Commencement Date (the “Initial Term”), plus such extensions, if any, as are provided pursuant to Section 5, Executive’s employment will be for a term 2(b) hereof (the “Employment Period”), beginning on the Effective Date and ending on June 30, 2014, the Employment Period End Date. Provided, however, that if a Change in Control, as defined in Exhibit C hereto, occurs during the Employment Period, the ending date of the Employment Period will be extended so that it expires on the later of the Employment Period End Date or the first anniversary of the date on which the Change in Control initially occurred. (b) Except as provided in Section 2(c), prior to the first annual anniversary of the Commencement Date and each annual anniversary thereafter, the Boards of Directors of the Employers shall consider and review (after taking into account all relevant factors, including the Executive’s performance and any recommendation of Chief Executive Officer) a one-year extension of the term of this Agreement, and the term shall continue to extend each year (beginning with the first annual anniversary date) if the Boards of Directors so approve such extension unless the Executive gives written notice to the Employers of the Executive’s election not to extend the term, with such notice to be given not less than ninety (90) days prior to any such anniversary date. If the Company Board of Directors elects not to extend the term, it shall give written notice of such decision to the Executive not less than ninety (90) days prior to any such anniversary date. If the Executive does not renew receive such notice, she may, by written notice given at any time during the Agreementninety (90) days prior to the relevant anniversary date, or enter into a new employment agreement with request from the Board of Directors written confirmation that the term has been extended and, if such confirmation is not received by the Executive with within thirty (30) days after the same or similar terms as the Agreement, as of the Employment Period End Daterequest therefor is made, the Executive may choose one treat the term as having not been extended. Upon termination of the following two options: (i) the Executive will voluntarily resign from Executive’s employment with the Company as either of the Employment Period End Date and the Company will pay to ExecutiveEmployers for any reason whatsoever, on the 30th day after the Employment Period End Date, an amount equal to one (1) times the highest combined any annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three (3) fiscal years before the Employment Period End Date, less normal withholdings; or (ii) the Executive may elect to continue employment with the Company on an at-will basis and, for a maximum of one year following the Employment Period End Date, receive the same salary and incentive compensation opportunity as in effect in the last year of the Agreement. The Parties agree and acknowledge that: (i) nothing in this Section 2(b) nor any action the Company may take extensions provided pursuant to this Section 2(b) will give rise to a claim by Executive for termination without Cause), termination for Good Reasonif not theretofore discontinued, or termination due to shall automatically cease. In addition, no annual renewals shall extend beyond the Executive’s Retirement or 65th birthday, and in no event shall the normal expiration of Employment Period extend beyond the Executive’s Employment Period or for Severance Benefits or any amounts or benefits other than those specifically enumerated 65th birthday. (c) Nothing in this Section 2(b); (ii) Executive will not Agreement shall be entitled deemed to receive prohibit the Employers at any amounts or benefits under this Section 2(b) if Executive is otherwise entitled to receive or receives benefits under Section 6 of this Agreement; and (iii) Executive must execute and provide to time from terminating the Company a Release, and the period for revoking same must have expired, before the 30th day following Executive’s employment during the Employment Period End Date in order to receive any amounts with or benefits under this Section 2(b). Nothing in this Section 2(b) will prohibit Executive’s employment from being terminated for Cause or without notice for any other reason, provided, however, that the relative rights and obligations of the Employers and the Executive in the event enumerated in of any such termination, including any requirements with respect to prior notice of such termination, shall be determined under this Agreement.

Employment Period. (a) Unless earlier terminated The terms and conditions of this Agreement shall be and remain in accordance with Section 5, Executive’s employment will be for a term (effect during the “Employment Period”), period of three years beginning on the Effective Date and ending on June 30, 2014, the Employment Period End Date. Provided, however, that if a Change in Control, as defined in Exhibit C hereto, occurs during the Employment Period, the ending date of the Employment Period will be extended so that it expires on the later of the Employment Period End Date or the first third anniversary of the date on which Effective Date, plus such extensions, if any, as are provided pursuant to Section 2(b) hereof (the Change in Control initially occurred"Employment Period"). (b) Except as provided in Section 2(c), prior to the first annual anniversary of the date first above written and each annual anniversary thereafter, the Boards of Directors of the Employers shall consider and review (after taking into account all relevant factors, including the Executive's performance) a one-year extension of the term of this Agreement, and the term shall continue to extend each year (beginning with the first annual anniversary date) if the Boards of Directors so approve such extension unless the Executive gives written notice to the Employers of the Executive's election not to extend the term, with such notice to be given not less than ninety (90) days prior to any such anniversary date. If the Company Board of Directors elects not to extend the term, it shall give written notice of such decision to the Executive not less than ninety (90) days prior to any such anniversary date. If the Executive does not renew receive such notice, she may, by written notice given at any time during the Agreementninety (90) days prior to the relevant anniversary date, or enter into a new employment agreement with request from the Board of Directors written confirmation that the term has been extended and, if such confirmation is not received by the Executive with within thirty (30) days after the same or similar terms as the Agreement, as of the Employment Period End Daterequest therefor is made, the Executive may choose one treat the term as having not been extended. Upon termination of the following two options: (i) the Executive will voluntarily resign from Executive's employment with the Company as either of the Employment Period End Date and the Company will pay to ExecutiveEmployers for any reason whatsoever, on the 30th day after the Employment Period End Date, an amount equal to one (1) times the highest combined any annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three (3) fiscal years before the Employment Period End Date, less normal withholdings; or (ii) the Executive may elect to continue employment with the Company on an at-will basis and, for a maximum of one year following the Employment Period End Date, receive the same salary and incentive compensation opportunity as in effect in the last year of the Agreement. The Parties agree and acknowledge that: (i) nothing in this Section 2(b) nor any action the Company may take extensions provided pursuant to this Section 2(b) will give rise to a claim by Executive for termination without Cause), termination for Good Reasonif not theretofore discontinued, or termination due to shall automatically cease. In addition, no annual renewals shall extend beyond the Executive’s Retirement or the normal expiration of the Executive’s Employment Period or for Severance Benefits or any amounts or benefits other than those specifically enumerated in this Section 2(b); (ii) Executive will not be entitled to receive any amounts or benefits under this Section 2(b) if Executive is otherwise entitled to receive or receives benefits under Section 6 of this Agreement; and (iii) Executive must execute and provide to the Company a Release's 65th birthday, and the period for revoking same must have expired, before the 30th day following in no event shall the Employment Period End Date in order to receive any amounts or benefits under this Section 2(b). extend beyond the Executive's 65th birthday. (c) Nothing in this Section 2(b) will Agreement shall be deemed to prohibit the Employers at any time from terminating the Executive’s 's employment from being terminated for Cause during the Employment Period with or without notice for any other reason, provided, however, that the relative rights and obligations of the Employers and the Executive in the event enumerated in of any such termination, including any requirements with respect to prior notice of such termination, shall be determined under this Agreement.

Employment Period. (a) Unless earlier terminated Notwithstanding any other provision set forth in accordance with Section 5this Agreement or otherwise, Executive’s employment with the Company is at-will and may be terminated by the Company at any time and for any reason. The Employment Period shall terminate upon the earliest to occur of Executive’s resignation with or without Good Reason (as defined below), death or Disability (as defined below) and the Company’s termination of Executive’s employment with or without Cause (as defined below). The last day on which Executive is employed by the Company, whether termination is voluntary or involuntary, as a term (result of death or Disability, is with or without Cause or by reason of Executive’s resignation with or without Good Reason, is referred to as the “Employment PeriodTermination Date.”), beginning on the Effective Date and ending on June 30, 2014, the Employment Period End Date. Provided, however, that if a Change in Control, as defined in Exhibit C hereto, occurs during the Employment Period, the ending date of the Employment Period will be extended so that it expires on the later of the Employment Period End Date or the first anniversary of the date on which the Change in Control initially occurred. (b) If the Company does not renew the Agreement, or enter into a new employment agreement with Executive with the same or similar terms Sale Transaction (as the Agreement, as of the Employment Period End Date, the Executive may choose one of the following two options: defined below) is consummated and within six (i6) the Executive will voluntarily resign from months thereafter either Executive’s employment with the Company as of the Employment Period End Date and is terminated by the Company will pay to Executive, on the 30th day after the Employment Period End Date, an amount equal to one (1) times the highest combined annual Base Salary and Variable Compensation earned by without Cause or Executive resigns from the Company, including any such amounts earned but deferred, in the last three (3) fiscal years before the Employment Period End Date, less normal withholdings; or (ii) the Executive may elect to continue his employment with the Company on an at-will basis and, for a maximum of one year following the Employment Period End Date, receive the same salary and incentive compensation opportunity as in effect in the last year of the Agreement. The Parties agree and acknowledge that: (i) nothing in this Section 2(b) nor any action the Company may take pursuant to this Section 2(b) will give rise to a claim by Executive for termination without Cause, termination for Good Reason, or termination due to then, so long as (i) Executive executes and delivers a general release of all claims in a form provided by the Executive’s Retirement or the normal expiration of the Executive’s Employment Period or for Severance Benefits or any amounts or benefits other than those specifically enumerated in this Section 2(bCompany (a “Release”); , (ii) Executive will not be entitled to receive any amounts or benefits under this Section 2(b) if Executive is otherwise entitled to receive or receives benefits under Section 6 of this Agreement; such Release becomes effective in accordance with the terms thereof and (iii) Executive must execute does not revoke or seek to revoke or nullify the Release, Executive shall be entitled to receive Base Salary for the period beginning on such Termination Date and provide ending on the twelve (12) month anniversary of the Termination Date, in regular periodic installments in accordance with the Company’s general payroll practices unless Executive has breached the provisions of Section 5, Section 6 or Section 7 of this Agreement or his Release, in which case the provisions of Section 10 shall apply. If Executive’s employment with the Company is terminated by the Company without Cause or Executive resigns from his employment with the Company for Good Reason at any time prior to the Company consummation of a Sale Transaction, then, so long as (A) Executive executes and delivers a Release, (B) such Release becomes effective in accordance with the terms thereof and (C) Executive does not revoke or seek to revoke or nullify the Release, Executive shall be entitled to receive Base Salary for the period beginning on such Termination Date and ending on the six (6) month anniversary of the Termination Date, in regular periodic installments in accordance with the Company’s general payroll practices unless Executive has breached the provisions of Section 5, Section 6 or Section 7 of this Agreement or his Release, in which case the provisions of Section 10 shall apply. Such severance payments shall be subject to withholding and other payroll taxes and obligations. If the date that the Release becomes effective and irrevocable (the “Release Effective Date”) is on or before December 10 of the calendar year of Executive’s “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the period for revoking same must have expiredfinal regulations and any other guidance promulgated thereunder (“Section 409A”)), any portion of the severance payments provided under this Section 4(b) that would be considered Deferred Compensation Separation Benefits (as defined in Section 4(e) below) will be made to Executive on or before December 31 of that calendar year or, if later, (1) such time as required by the 30th day payment schedule applicable to each payment as set forth in this Section 4(b) or (2) such time as required by Section 4(e). If the Release Effective Date is after December 10 of the calendar year of Executive’s “separation from service” (within the meaning of Section 409A), any portion of the severance payments provided under this Section 4(b) that would be considered Deferred Compensation Separation Benefits will be made to Executive on the first payroll date to occur during the calendar year following the calendar year in which such separation from service occurs, or, if later, (I) the first payroll date following the Release Effective Date, (II) such time as required by the payment schedule applicable to each payment as set forth in this Section 4(b) or (III) such time as required by Section 4(e). (c) Except as specifically provided in Section 4(b), if the Employment Period End Date in order is terminated by the Company with or without Cause, by reason of Executive’s resignation with or without Good Reason or by reason of Executive’s death or Disability, Executive shall be entitled to receive any amounts his Base Salary only to the extent that such amount has accrued through the Termination Date. Except as otherwise required by law or benefits under this as specifically provided in Section 2(b4(b). Nothing in this Section 2(b) will prohibit , all of Executive’s employment from being terminated for Cause rights to salary, severance and other benefits hereunder, if any, accruing or for any other event enumerated in this Agreementpayable after the Termination Date shall cease upon the Termination Date.

Employment Period. (ai) Unless earlier terminated in accordance with Section 5, Executive’s employment will be The Company hereby agrees to employ the Executive for a term commencing on the Effective Date and expiring at the end of the day on May 31, 2006 (the “Initial Employment Period”). (ii) The Initial Employment Period shall be automatically extended so as to terminate two (2) years from the end of the Initial Employment Period (the “Extended Employment Period”), unless at least ninety (90) days prior to the end of the Initial Employment Period, either Party gives written notice to the other Party that the Initial Employment Period should not be extended (a “Notice of Non-Renewal”) after the end of the Initial Employment Period, in which event the term of the Executive’s employment by the Company shall expire at the end of the Initial Employment Period. (iii) The Extended Employment Period shall be automatically further extended at the end of the Extended Employment Period and on each anniversary thereafter (each such date being a “Renewal Date”), so as to terminate one (1) year from such Renewal Date, unless at least ninety (90) days prior to a Renewal Date either Party gives a Notice of Non-Renewal to the other Party that the Employment Period should not be further extended after the next Renewal Date, in which event the end of the term of the Executive’s employment by the Company shall be the Renewal Date next following such Notice of Non-Renewal. As used in this Agreement, the “Employment Period” shall mean the period beginning on the Effective Date and ending on June 30the expiration of the term of the Executive’s employment with the Company pursuant to this Section 1(a), 2014subject to earlier termination of the Executive’s employment with the Company pursuant to Section 3 hereof. (iv) Notwithstanding the foregoing provisions of this Section 1(a), the Employment Period End Date. Provided, however, that if a Change in Control, of Control Effective Date (as defined in Exhibit C hereto, Section 10(j) hereof) occurs during the Employment Period, the ending date of then the Employment Period will be extended so that it expires on shall extend to include and shall terminate at the later end of the Change of Control Period, subject to earlier termination pursuant to Section 3 hereof, and the Employment Period End Date or the first anniversary of the date on which the Change in Control initially occurred. (b) If the Company does not renew the Agreement, or enter into a new employment agreement with Executive with the same or similar terms as the Agreement, as of the Employment Period End Date, the Executive may choose one of the following two options: (i) the Executive will voluntarily resign from employment with the Company as of the Employment Period End Date and the Company will pay shall no longer be subject to Executive, extension on the 30th day after the Employment Period End Renewal Date, an amount equal to one (1) times the highest combined annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three (3) fiscal years before the Employment Period End Date, less normal withholdings; or (ii) the Executive may elect to continue employment with the Company on an at-will basis and, for a maximum of one year following the Employment Period End Date, receive the same salary and incentive compensation opportunity as in effect in the last year of the Agreement. The Parties agree and acknowledge that: (i) nothing in this Section 2(b) nor any action the Company may take pursuant to this Section 2(b) will give rise to a claim by Executive for termination without Cause, termination for Good Reason, or termination due to the Executive’s Retirement or the normal expiration of the Executive’s Employment Period or for Severance Benefits or any amounts or benefits other than those specifically enumerated in this Section 2(b); (ii) Executive will not be entitled to receive any amounts or benefits under this Section 2(b) if Executive is otherwise entitled to receive or receives benefits under Section 6 of this Agreement; and (iii) Executive must execute and provide to the Company a Release, and the period for revoking same must have expired, before the 30th day following the Employment Period End Date in order to receive any amounts or benefits under this Section 2(b). Nothing in this Section 2(b) will prohibit Executive’s employment from being terminated for Cause or for any other event enumerated in this Agreement.

Employment Period. (a) Unless earlier terminated in accordance with Section 5, Executive’s 's employment will be for a term (the “Employment Period”), beginning on the Effective Date and ending on June 30, 2014, the Employment Period End Date. Provided, however, that if a Change in Control, as defined in Exhibit C hereto, occurs during the Employment Period, the ending date of the Employment Period will be extended so that it expires on the later of the Employment Period End Date or the first anniversary of the date on which the Change in Control initially occurred. (b) If the Company does not renew the Agreement, or enter into a new employment agreement with Executive with the same or similar terms as the Agreement, as of the Employment Period End Date, the Executive may choose one of the following two options: (i) the Executive will voluntarily resign from employment with the Company as of the Employment Period End Date and the Company will pay to Executive, on the 30th day after the Employment Period End Date, an amount equal to one (1) times the highest combined annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three (3) fiscal years before the Employment Period End Date, less normal withholdings; or (ii) the Executive may elect to continue employment with the Company on an at-will basis and, for a maximum of one year following the Employment Period End Date, receive the same salary and incentive compensation opportunity as in effect in the last year of the Agreement. The Parties agree and acknowledge that: (i) nothing in this Section 2(b) nor any action the Company may take pursuant to this Section 2(b) will give rise to a claim by Executive for termination without Cause, termination for Good Reason, or termination due to the Executive’s 's Retirement or the normal expiration of the Executive’s 's Employment Period or for Severance Benefits or any amounts or benefits other than those specifically enumerated in this Section 2(b); (ii) Executive will not be entitled to receive any amounts or benefits under this Section 2(b) if Executive is otherwise entitled to receive or receives benefits under Section 6 of this Agreement; and (iii) Executive must execute and provide to the Company a Release, and the period for revoking same must have expired, before the 30th day following the Employment Period End Date in order to receive any amounts or benefits under this Section 2(b). Nothing in this Section 2(b) will prohibit Executive’s 's employment from being terminated for Cause or for any other event enumerated in this Agreement.

Employment Period. (a) Unless the Employment Period is terminated earlier terminated in accordance with pursuant to Section 52(b) hereof, Executive’s employment will be the Company shall employ you on the terms and subject to the conditions of this Agreement for a three-year term commencing effective as of April 6, 2008 (the “Commencement Date”) and ending on the day immediately preceding the third anniversary of the Commencement Date (the “Employment Period”), beginning on . Effective upon the Effective Date and ending on June 30, 2014expiration of the Employment Period, the Employment Period End will be automatically renewed for successive one-year periods (“Renewal Terms”), unless the Company or you, at least four months prior to the expiration of the Employment Period, shall give written notice to the other party of its intention not to renew the Employment Period. Any Renewal Terms shall include a Base Salary not less than your annual base salary in effect immediately prior to the expiration of the Employment Period and an Annual Bonus structure with target and maximum amounts not less than those in effect immediately prior to the expiration of the Employment Period. (b) Your employment with the Company hereunder may be terminated prior to the expiration of the Employment Period upon the earliest to occur of the following events: (i) your death or Disability (as defined below), (ii) voluntary termination of employment by you without Good Reason (as defined below) on at least two months prior notice, (iii) voluntary termination of employment by you for Good Reason in accordance with the procedure outlined in Section 2(e) below, (iv) termination of employment by the Company without Cause (as defined below) or (v) termination of employment by the Company for Cause. The date on which your employment is terminated hereunder for any reason (including upon the expiration of the Employment Period) shall be referred to as the “Termination Date”. (c) Upon termination of the Employment Period for any reason, (A) you shall be entitled to any earned but unpaid Base Salary (as defined below) as of the Termination Date and (B) with respect to any equity grants outstanding as of the Termination Date, except as expressly provided below with respect to a termination of the Employment Period by the Company without Cause or by you for Good Reason prior to a Change in Control (as defined below), the treatment of such equity grants shall be determined in accordance with the terms and conditions of the applicable grant agreement pursuant to which such equity awards were granted to you. ProvidedIf the Company terminates the Employment Period without Cause or you terminate the Employment Period for Good Reason, howeveryou will be entitled to the following severance benefits (the “Severance Benefits”) (it being understood that the payment of such Severance Benefits shall only commence, in accordance with the timing provisions set forth below, upon your “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and any regulations thereunder (the “Code”)): (i) continuation of your Base Salary as in effect immediately prior to such termination (your “Ending Base Salary”, and such continuation of your Ending Base Salary being referred to herein as the “Continuation Severance Payment”) in accordance with the regular payroll practices of the Company and medical benefits which may be provided by the Company reimbursing payment of COBRA premiums if any (“Continuation Medical Benefit”) for a period of eighteen (18) months (the “Severance Period”) after the Termination Date; (ii) the Annual Bonus earned for the year immediately prior to the year that includes the Termination Date, to the extent not yet paid, (iii) a lump sum amount equal to the product of (x) the Annual Bonus, if any, that you would have earned based on the actual achievement of the applicable performance objectives in the fiscal year which includes the Termination Date had your employment not been terminated and (y) a fraction, the numerator of which is the number of days in the fiscal year that includes the Termination Date through the Termination Date and the denominator of which is 365, payable when bonuses are generally paid to employees of the Company (“Pro-Rata Bonus”), but in no event later than the date that is 2.5 months following the end of the year with respect to which such bonus was earned and (iv) with respect to each “Pre-IPO Grant” (as defined below), in the event a “Change in Control” of the Company within the meaning of the equity incentive plan pursuant to which such Pre-IPO Grant was made (a “Change in Control”) has not occurred prior to the Termination Date, those equity grants set forth on Schedule A attached hereto made to you by the Company prior to the Company’s initial public offering on July 3, 2006 (individually a “Pre-IPO Grant” and collectively the “Pre-IPO Grants”) shall continue to vest in accordance with their normal vesting schedule as if you had continued to remain an active employee of the Company for the duration of such vesting schedule and you shall have the right to exercise any such vested Pre-IPO Grants (A) with respect to the portion of the Pre-IPO Grants that is vested as of the Termination Date, no later than the date that is ninety (90) days following your Termination Date and (B) with respect to the portion(s) of the Pre-IPO Grants that vest following the Termination Date pursuant to this Section 2(c)(iv) and notwithstanding anything to the contrary contained in the applicable grant agreement pursuant to which such Pre-IPO Grant was granted to you, no later than the date that is ninety (90) days following the date(s) on which the such portion(s) of the Pre-IPO Grant vests, as applicable; provided that the Severance Benefits are subject to and conditioned upon your execution of a valid general release and waiver within 60 days after your termination of employment (and any payment that otherwise would be made within such 60-day period pursuant to this paragraph shall be paid at the expiration of such 60-day period) in a form reasonably satisfactory to the Company waiving all claims that you may have against the Company, its successors, assigns, affiliates, employees, officers and directors and your compliance with the provisions set forth in Section 4 hereof. For purposes of clarification, in the event your termination of employment occurs following a Change in Control, as defined in Exhibit C heretosubclause (iv) above will cease to have any force or effect and your outstanding equity awards will be afforded the treatment provided for under the terms and conditions of the equity incentive plan of the Company pursuant to which they were granted. Notwithstanding anything herein to the contrary, occurs your right to receive the Continuation Severance Payment during the Employment Severance Period shall terminate effective immediately upon the date that you become employed by a new employer or otherwise begin providing services for an entity as a consultant or otherwise (“New Employment”); provided that if the cash compensation you receive pursuant to such New Employment, including without limitation guaranteed bonus payments relating to the Severance Period whether or not paid during the Severance Period, (“New Compensation”) is less than your Ending Base Salary, the ending date Company will continue to pay you, in accordance with the regular payroll practices of the Company, an incremental amount during the remaining Severance Period such that the New Compensation payments you receive together with such incremental amount will equal your Ending Base Salary on an annualized basis and your right to receive the Continuation Medical Benefit shall cease immediately upon your being eligible for coverage under another group health plan. For purposes of clarification only, any New Employment obtained by you during the Severance Period shall not affect your right to receive the Pro-Rata Bonus subject to compliance with the conditions outlined above for provision of the Severance Benefits. You shall immediately notify the Company upon obtaining New Employment and provide all information regarding compensation and benefits reasonably requested by the Company. Except as set forth herein, the Company shall have no additional obligations to pay you any severance, termination pay or other similar compensation or benefits. Notwithstanding the foregoing paragraph, in the event the Company terminates the Employment Period will be extended so that it expires on the later of without Cause or you terminate the Employment Period End Date or for Good Reason, and you are a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Termination Date), any amounts payable to you on account of your termination of employment during the six month period immediately following the date of your “separation from service” within the meaning of Section 409A of the Code (not including any accrued but unpaid Base Salary as of your Termination Date) that constitute the payment of nonqualified deferred compensation within the meaning of Section 409A of the Code shall be deferred and accumulated for a period of six months from the date of separation from service and paid in a lump sum on the first anniversary day of the seventh month following such separation from service (or, if earlier, the date on which of your death). In addition, for purposes of clarification, each amount payable to you under this Section 2(c) shall constitute a “separately identified amount” within the Change in Control initially occurredmeaning of Treasury Regulation Section 1.409A-2(b)(2). (bd) If the Company does not renew the For purposes of this Agreement, or enter into a new employment agreement with Executive with the same or similar terms as the Agreement, as of the Employment Period End Date, the Executive may choose one of the following two options: term “Cause” shall mean (i) the Executive will voluntarily resign from employment indictment for a felony or any crime involving moral turpitude or being charged or sanctioned by a federal or state government or governmental authority or agency with violations of federal or state securities laws in any judicial or administrative process or proceeding, or having been found by any court or governmental authority or agency to have committed any such violation, (ii) willful misconduct or gross negligence in connection with the Company performance of your duties as an employee of the Employment Period End Date and the Company will pay to Executive, on the 30th day after the Employment Period End Date, an amount equal to one (1) times the highest combined annual Base Salary and Variable Compensation earned by Executive from the Company, (iii) a willful and material breach of this Agreement, including without limitation, your failure to perform your duties and responsibilities hereunder, after you have been given written notice specifying such breach and at least thirty (30) days to cure such breach, to the extent reasonably susceptible to cure, (iv) a fraudulent act or omission by you adverse to the reputation of the Company or any such amounts earned but deferredaffiliate, in (v) the last three willful disclosure by you of any Confidential Information (3as defined below) fiscal years before to persons not authorized to know same, and (vi) your violation of or failure to comply with (A) any material Company policy, including, without limitation, the Employment Period End DateCode of Ethics and Business Practices, less normal withholdings; or (iiB) any legal or regulatory obligations or requirements, including, without limitation, failure to provide any certifications as may be required by law, provided that with respect to this Section 2(d)(vi), you shall be given thirty (30) days to cure such violation to the Executive may elect extent such violation is reasonably susceptible to continue cure. If subsequent to the termination of your employment, it is discovered that your employment with the Company on an at-will basis and, could have been terminated for a maximum of one year following the Employment Period End Date, receive the same salary and incentive compensation opportunity as in effect in the last year of the Agreement. The Parties agree and acknowledge that: Cause pursuant to sections (i) nothing in or (iv) of this Section 2(b) nor any action 2(d), your employment shall, at the election of the Company, in its sole discretion, be deemed to have been terminated for Cause in which event the Company may take pursuant to this Section 2(b) will give rise to a claim by Executive for termination without Cause, termination for Good Reason, or termination due to the Executive’s Retirement or the normal expiration of the Executive’s Employment Period or for Severance Benefits or any amounts or benefits other than those specifically enumerated in this Section 2(b); (ii) Executive will not shall be entitled to receive immediately cease providing any amounts Severance Benefits to you or benefits under on your behalf and recover any payments previously made to you or on your behalf in the form of Severance Benefits. For purposes of this Section 2(bprovision, no act or omission 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 authority given pursuant to a resolution duly adopted by the Board of Directors of the Company (the “Board”) if Executive is otherwise entitled shall be conclusively presumed to receive be done, or receives benefits under Section 6 omitted to be done, by you in good faith and in the best interests of the Company. In addition, for purposes of this Agreement; , the term “Disability” shall mean your incapacity due to physical or mental illness or injury, which results in your being unable to perform your duties hereunder for a period of ninety (90) consecutive working days, and within thirty (iii30) Executive must execute and provide to days after the Company a Release, and the period for revoking same must have expired, before the 30th day following the Employment Period End Date in order to receive any amounts or benefits under this Section 2(b). Nothing in this Section 2(b) will prohibit Executive’s notifies you that your employment from is being terminated for Cause or for any other event enumerated in this AgreementDisability, you shall not have returned to the performance of your duties on a full-time basis.

Employment Period. (a) Unless earlier terminated From the Effective Date, Executive shall be employed by or on behalf of the Employer, and Executive hereby agrees to be employed by or on behalf of Employer, upon the terms and conditions set forth in accordance with this Agreement for the period beginning on the Effective Date and ending as provided in this Section 5, Executive’s employment will be for a term 1 (the “Employment Period”), beginning The Employment Period shall terminate on the fifth anniversary of the Effective Date and ending on June 30(such five-year term, 2014the “Initial Term”); provided that unless either party gives at least 30 calendar days’ notice of non-renewal to the other before the end of the Initial Term or any Renewal Term (as defined below), the Employment Period End shall automatically be renewed and extended for an additional five years upon the end of the Initial Term and the end of each five-year period thereafter (each such five-year term, a “Renewal Term”, and the Initial Term or the Renewal Term in which the Termination Date occurs, the “Term”). Notwithstanding the foregoing, Employer and Executive agree that Exeputive is an “at-will” employee, subject only to the contractual rights upon termination set forth herein, and that the Employment Period (a) shall terminate automatically upon Executive’s death, (b) shall terminate automatically upon the Board’s determination of Executive’s disability, (c) may be terminated by Employer at any time for Cause or without Cause by giving Executive written notice of the termination and (d) may be terminated by Executive by giving Employer at least six months prior written notice in accordance with the terms hereof. The date that the Employment Period terminates is referred to herein as the “Termination Date”. Provided, however, It is expressly acknowledged and agreed that if a Change in Control, as defined in Exhibit C hereto, occurs Executive shall owe fiduciaryduties to Employer during the Employment Period, including any period between the ending date notice of termination of the Employment Period will be extended so that it expires on and the later actual Termination Date. Any non-renewal of the Employment Period End Date Initial Term or the first anniversary of the date on which the Change in Control initially occurred. (b) If the Company does not renew the Agreement, or enter into a new employment agreement with Executive with the same or similar terms as the Agreement, as of the Employment Period End Date, the Executive may choose one of the following two options: (i) the Executive will voluntarily resign from employment with the Company as of the Employment Period End Date and the Company will pay to Executive, on the 30th day after the Employment Period End Date, an amount equal to one (1) times the highest combined annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three (3) fiscal years before the Employment Period End Date, less normal withholdings; or (ii) the Executive may elect to continue employment with the Company on an at-will basis and, for a maximum of one year following the Employment Period End Date, receive the same salary and incentive compensation opportunity as in effect in the last year of the Agreement. The Parties agree and acknowledge that: (i) nothing in this Section 2(b) nor any action the Company may take Renewal Term pursuant to this Section 2(b) will give rise to 3 shall not be deemed a claim by Executive for termination without CauseCause hereunder, termination including for Good Reason, or termination due to the Executive’s Retirement or the normal expiration purposes of the Executive’s Employment Period or for Severance Benefits or any amounts or benefits other than those specifically enumerated in this Section 2(b); (ii) Executive will not be entitled to receive any amounts or benefits under this Section 2(b) if Executive is otherwise entitled to receive or receives benefits under Section 6 of this Agreement; and (iii) Executive must execute and provide to the Company a Release, and the period for revoking same must have expired, before the 30th day following the Employment Period End Date in order to receive any amounts or benefits under this Section 2(b). Nothing in this Section 2(b) will prohibit Executive’s employment from being terminated for Cause or for any other event enumerated in this Agreement5.

Employment Period. (a) Unless earlier terminated The terms and conditions of this Agreement shall be and remain in accordance with effect during the period of two years beginning on April 1, 2009 (the “Commencement Date”) and ending on the second anniversary of the Commencement Date (the “Initial Term”), plus such extensions, if any, as are provided pursuant to Section 5, Executive’s employment will be for a term 2(b) hereof (the “Employment Period”), beginning on the Effective Date and ending on June 30, 2014, the Employment Period End Date. Provided, however, that if a Change in Control, as defined in Exhibit C hereto, occurs during the Employment Period, the ending date of the Employment Period will be extended so that it expires on the later of the Employment Period End Date or the first anniversary of the date on which the Change in Control initially occurred. (b) Except as provided in Section 2(c), prior to the first annual anniversary of the Commencement Date and each annual anniversary thereafter, the Board of Directors of the Employer shall consider and review (after taking into account all relevant factors, including the Executive’s performance and any recommendation of the Chief Executive Officer) a one-year extension of the term of this Agreement, and the term shall continue to extend each year (beginning with the first annual anniversary date) if the Board of Directors so approves such extension, unless the Executive gives written notice to the Employer of the Executive’s election not to extend the term, with such notice to be given by the Executive not less than ninety (90) days prior to any such anniversary date. If the Company Board of Directors elects not to extend the term, it shall give written notice of such decision to the Executive not less than ninety (90) days prior to any such anniversary date. If the Executive does not renew receive such notice, the AgreementExecutive may, or enter into a new employment agreement with by written notice given at any time during the ninety (90) days prior to the relevant anniversary date, request from the Board of Directors written confirmation that the term has been extended and, if such confirmation is not received by the Executive with within thirty (30) days after the same or similar terms as the Agreement, as of the Employment Period End Daterequest therefor is made, the Executive may choose one treat the term as having not been extended. Upon termination of the following two options: (i) the Executive will voluntarily resign from Executive’s employment with the Company as of the Employment Period End Date and the Company will pay to ExecutiveEmployer for any reason whatsoever, on the 30th day after the Employment Period End Date, an amount equal to one (1) times the highest combined any annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three (3) fiscal years before the Employment Period End Date, less normal withholdings; or (ii) the Executive may elect to continue employment with the Company on an at-will basis and, for a maximum of one year following the Employment Period End Date, receive the same salary and incentive compensation opportunity as in effect in the last year of the Agreement. The Parties agree and acknowledge that: (i) nothing in this Section 2(b) nor any action the Company may take extensions provided pursuant to this Section 2(b) will give rise to a claim by Executive for termination without Cause), termination for Good Reasonif not theretofore discontinued, or termination due to shall automatically cease. In addition, no annual renewals shall extend beyond the Executive’s Retirement or 65th birthday, and in no event shall the normal expiration of Employment Period extend beyond the Executive’s Employment Period or for Severance Benefits or any amounts or benefits other than those specifically enumerated in this Section 2(b); (ii) Executive will not 65 th birthday. All actions to be entitled to receive any amounts or benefits taken by the Board of Directors under this Section 2(b) if Executive is otherwise entitled may be taken by the Compensation Committee of the Board of Directors. (c) Nothing in this Agreement shall be deemed to receive or receives benefits under Section 6 of this Agreement; and (iii) Executive must execute and provide to prohibit the Company a Release, and Employer at any time from terminating the period for revoking same must have expired, before the 30th day following Executive’s employment during the Employment Period End Date in order to receive any amounts with or benefits under this Section 2(b). Nothing in this Section 2(b) will prohibit Executive’s employment from being terminated for Cause or without notice for any other reason, provided, however, that the relative rights and obligations of the Employer and the Executive in the event enumerated in of any such termination, including any requirements with respect to prior notice of such termination, shall be determined under this Agreement.

Employment Period. (a) Unless earlier terminated sooner as provided in accordance with the next succeeding sentence of this Section 52(a), Executive’s employment will the "Employment Period" shall begin on a date to be for a term mutually determined (the “"Commencement Date") and shall terminate on the day preceding the fourth anniversary of the Commencement Date; provided that the Employment Period”), Period shall be extended automatically for successive one-year periods beginning on the Effective fourth anniversary of the Commencement Date and ending unless notice of an election not to extend the Employment Period is served by either party on June 30, 2014the other party at least 30 days prior to the date this Agreement would otherwise expire absent an extension. Notwithstanding the foregoing, the Employment Period End Date. Provided, however, that if a Change in Control, shall terminate upon the earliest to occur of (i) your death or Disability (as defined below), (ii) voluntary termination of employment by you without Good Reason (as defined below) on at least two months prior notice, (iii) voluntary termination of employment by you for Good Reason in Exhibit C heretoaccordance with the procedure outlined in Section 2(d) below, occurs during (iv) termination of employment by the Employment Period, Company without Cause (as defined below) or (v) termination of employment by the ending Company for Cause. The date of the Employment Period will terminates as provided above shall be extended so that it expires on referred to hereafter as the later of the Employment Period End Date or the first anniversary of the date on which the Change in Control initially occurred"Termination Date". (b) If the Company does not renew the Agreement, or enter into a new employment agreement with Executive with the same or similar terms as the Agreement, as Upon termination of the Employment Period End Datefor any reason, the Executive may choose one you shall be entitled to any earned but unpaid Base Salary (as defined below) as of the following two options: (i) the Executive will voluntarily resign from employment with Termination Date. If the Company as terminates the Employment Period without Cause or you terminate the Employment Period for Good Reason or the Company terminates this Agreement prior to the commencement of the Employment Period End Date other than under circumstances that would constitute "Cause" (as defined below), you will be entitled to the following severance benefits (the "Severance Benefits"): (i) continuation of your Base Salary as in effect immediately prior to such termination (your "Ending Base Salary", and such continuation of your Ending Base Salary being referred to herein as the "Continuation Severance Payment") and medical benefits, which may be provided by the Company will pay to Executive, on reimbursing payment of COBRA premiums ("Continuation Medical Benefit") for a period of twelve (12) months (the 30th day "Severance Period") after the Employment Period End Termination Date, an amount equal to one (1) times the highest combined annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three (3) fiscal years before the Employment Period End Date, less normal withholdings; or (ii) the Executive may elect to continue employment unpaid Annual Bonus, if any, earned in accordance with the Company on an at-will basis andSection 3(b) herein, for a maximum of one the fiscal year following the Employment Period End Date, receive the same salary and incentive compensation opportunity as in effect in the last year of the Agreement. The Parties agree and acknowledge that: (i) nothing in this Section 2(b) nor any action the Company may take pursuant to this Section 2(b) will give rise to a claim by Executive for termination without Cause, termination for Good Reason, or termination due ending prior to the Executive’s Retirement or the normal expiration of the Executive’s Employment Period or for Severance Benefits or any amounts or benefits other than those specifically enumerated in this Section 2(b)Termination Date; (ii) Executive will not be entitled to receive any amounts or benefits under this Section 2(b) if Executive is otherwise entitled to receive or receives benefits under Section 6 of this Agreement; and (iii) Executive must execute and provide to the Company a Release, and the period for revoking same must have expired, before the 30th day following the Employment Period End Date in order to receive any amounts or benefits under this Section 2(b). Nothing in this Section 2(b) will prohibit Executive’s employment from being terminated for Cause or for any other event enumerated in this Agreement.and

Employment Period. (a) Unless earlier terminated The “Employment Period” commenced effective as of the date you executed the Original Agreement (the “Effective Date”) and shall terminate (“Termination Date”) upon the earliest to occur of (i) the fifth anniversary of the Effective Date (the “Scheduled Termination Date”), (ii) your death or Disability (as defined below), (iii) voluntary termination of employment by you without Good Reason (as defined below) on at least two months prior notice, unless waived by the Company, (iv) voluntary termination of employment by you for Good Reason in accordance with the procedure outlined in Section 52(e) below, Executive’s (v) termination of employment will by the Company without Cause (as defined below) or (vi) termination of employment by the Company for Cause. The Scheduled Termination Date shall be extended for a term (the “Employment Period”), successive one year periods beginning on the fifth anniversary of the Effective Date and ending on June 30each anniversary thereafter, 2014, unless either the Company or you notifies the other in writing at least four months prior to the applicable Scheduled Termination Date of its intention not to extend the Scheduled Termination Date further in which case the Employment Period End shall terminate on such Scheduled Termination Date. Provided, however, that if a Change in Control, as defined in Exhibit C hereto, occurs during the Employment Period, the ending date of the Employment Period will be extended so that it expires on the later of the Employment Period End Date or the first anniversary of the date on which the Change in Control initially occurred. (b) If the Company does not renew the Agreement, or enter into a new employment agreement with Executive with the same or similar terms as the Agreement, as Upon termination of the Employment Period End for any reason, you shall be entitled to any earned but unpaid Base Salary (as defined below) as of the Termination Date. If the Company terminates the Employment Period without Cause or you terminate the Employment Period for Good Reason, you will be entitled to the following severance benefits (the “Severance Benefits”): (i) continuation of your Base Salary as in effect immediately prior to such termination (your “Ending Base Salary”, and such continuation of your Ending Base Salary being referred to herein as the “Continuation Severance Payment”) and medical benefits which may be provided by the Company reimbursing payment of COBRA premiums if any (“Continuation Medical Benefit”) for a period of one (1) year (the “Severance Period”) after the Termination Date and (ii) on the date that is six months and one day after the Termination Date, a lump sum amount equal to the Executive may choose one Annual Bonus, if any, that you received for the fiscal year ended prior to the fiscal year which includes the Termination Date (“Severance Period Bonus”). In addition, in the event the Company terminates the Employment Period without Cause or you terminate the Employment Period for Good Reason prior to the second anniversary of the Effective Date and subject to the approval of the Compensation Committee of the Board of Directors of the Company, you will also receive as part of the Severance Benefits immediate vesting as of the Termination Date of the unvested portion of all stock option and restricted stock awards that were granted to you prior to the Company’s initial public offering in June 2006. Your right to receive the Severance Benefits outlined above are subject to and conditioned upon your execution of a valid general release and waiver within 60 days after your termination of employment (and any payment that constitutes non-qualified deferred compensation under Section 409A of the Code and any regulations thereunder that otherwise would be made within such 60-day period pursuant to this paragraph shall be paid at the expiration of such 60-day period) in a form reasonably satisfactory to the Company waiving all claims that you may have against the Company, its successors, assigns, affiliates, employees, officers and directors and your compliance with the provisions set forth in Section 4 hereof. Notwithstanding anything herein to the contrary, your right to receive the Continuation Severance Payment during the Severance Period shall terminate effective immediately upon the date that you become employed by a new employer or otherwise begin providing services for an entity as a consultant or otherwise (“New Employment”); provided that if the base salary you receive pursuant to such New Employment and any guaranteed bonus or other forms of cash compensation payments relating to the Severance Period whether or not paid during the Severance Period, (“New Compensation”) is less than your Ending Base Salary, the Company will continue to pay you an incremental amount during the remaining Severance Period such that the New Compensation payments you receive together with such incremental amount will equal your Ending Base Salary on an annualized basis and your right to receive the Continuation Medical Benefit shall cease immediately upon your being eligible for coverage under another group health plan. You shall immediately notify the Company upon obtaining New Employment and provide all information regarding medical benefits coverage reasonably requested by the Company. The Company shall have no additional obligations under this Agreement, including under any severance or termination pay plan, and your rights under any benefit plan of the Company to vested benefits or welfare benefits will be determined pursuant to the terms of the applicable plan. Notwithstanding the foregoing paragraph, in the event the Company terminates the Employment Period without Cause or you terminate the Employment Period for Good Reason, and you are a “specified employee” within the meaning of Section 409A of Code (as determined in accordance with the methodology established by the Company as in effect on the Termination Date), any amounts that are considered “nonqualified deferred compensation” (within the meaning of Section 409A of the Code) payable to you on account of your termination of employment during the six month period immediately following two options: the date of your “separation from service” within the meaning of Section 409A of the Code (not including any accrued but unpaid Base Salary as of your Termination Date) shall be deferred and accumulated for a period of six months from the date of separation from service and paid in a lump sum on the first day of the seventh month following such separation from service (or, if earlier, the date of your death). (c) For purposes of this Agreement, the term “Cause” shall mean (i) the Executive will voluntarily resign from employment indictment for a felony or any crime involving moral turpitude or being charged or sanctioned by a federal or state government or governmental authority or agency with violations of federal or state securities laws in any judicial or administrative process or proceeding, or having been found by any court or governmental authority or agency to have committed any such violation, (ii) willful misconduct or gross negligence in connection with the Company performance of your duties as an employee of the Employment Period End Date and the Company will pay to Executive, on the 30th day after the Employment Period End Date, an amount equal to one (1) times the highest combined annual Base Salary and Variable Compensation earned by Executive from the Company, (iii) a willful and material breach of this Agreement, including without limitation, your failure to perform your duties and responsibilities hereunder, after you have been given written notice specifying such breach and at least thirty (30) days to cure such breach, to the extent reasonably susceptible to cure, (iv) a fraudulent act or omission by you adverse to the reputation of the Company or any such amounts earned but deferredaffiliate, in (v) the last three willful disclosure by you of any Confidential Information (3as defined below) fiscal years before to persons not authorized to know same, and (vi) your violation of or failure to comply with (A) any Company policy, including, without limitation, the Employment Period End DateCode of Ethics and Business Practices, less normal withholdings; or (iiB) any legal or regulatory obligations or requirements, provided that with respect to this Section 2(c)(vi), you shall be given thirty (30) days to cure such violation to the Executive may elect extent such violation is reasonably susceptible to continue cure. If subsequent to the termination of your employment, it is discovered that your employment with the Company on an at-will basis and, could have been terminated for a maximum of one year following the Employment Period End Date, receive the same salary and incentive compensation opportunity as in effect in the last year of the Agreement. The Parties agree and acknowledge that: Cause pursuant to sections (i) nothing in or (iv) of this Section 2(b) nor any action 2(c), your employment shall, at the election of the Company, in its sole discretion, be deemed to have been terminated for Cause in which event the Company may take pursuant to this Section 2(b) will give rise to a claim by Executive for termination without Cause, termination for Good Reason, or termination due to the Executive’s Retirement or the normal expiration of the Executive’s Employment Period or for Severance Benefits or any amounts or benefits other than those specifically enumerated in this Section 2(b); (ii) Executive will not shall be entitled to receive immediately cease providing any amounts Severance Benefits to you or benefits under this Section 2(b) if Executive is otherwise entitled on your behalf and recover any payments previously made to receive you or receives benefits under Section 6 on your behalf in the form of Severance Benefits. For purposes of this Agreement; provision, no act or omission 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 authority given pursuant to a resolution duly adopted by the Board of Directors of the Parent (the “Board”) shall be conclusively presumed to be done, or omitted to be done, by you in good faith and (iii) Executive must execute and provide to in the Company a Release, and best interests of the period for revoking same must have expired, before the 30th day following the Employment Period End Date in order to receive any amounts or benefits under this Section 2(b). Nothing in this Section 2(b) will prohibit Executive’s employment from being terminated for Cause or for any other event enumerated in this AgreementCompany.

Employment Period. (a) Unless earlier terminated The terms and conditions of this Agreement shall be and remain in accordance with Section 5, Executive’s employment will be effect for a term period of one year beginning on the Effective Date, plus such extensions, if any, as are provided pursuant to Section 2(b) hereof (the “Employment Period”), beginning on the Effective Date and ending on June 30, 2014, the Employment Period End Date. Provided, however, that if a Change in Control, as defined in Exhibit C hereto, occurs during the Employment Period, the ending date of the Employment Period will be extended so that it expires on the later of the Employment Period End Date or the first anniversary of the date on which the Change in Control initially occurred. (b) Except as provided in Sections 2(c) and 2(d), prior to the first annual anniversary of the Effective Date and each annual anniversary thereafter, the Boards of Directors of the Employers shall consider and review (after taking into account all relevant factors, including the Executive’s performance) a one-year extension of the term of this Agreement, and the term shall continue to extend each year (beginning with the first annual anniversary date) if the Boards of Directors so approve such extension, unless the Executive gives written notice to the Employers of the Executive’s election not to extend the term, with such notice to be given by the Executive not less than ninety (90) days prior to any such anniversary date. If either Board of Directors elects not to extend the term, it shall give written notice of such decision to the Executive not less than ninety (90) days prior to any such anniversary date. If the Company Executive does not renew receive such notice, he may, by written notice given at any time during the Agreementninety (90) days prior to the relevant anniversary date, or enter into a new employment agreement with request from the Board of Directors written confirmation that the term has been extended and, if such confirmation is not received by the Executive with within thirty (30) days after the same or similar terms as the Agreement, as of the Employment Period End Daterequest therefor is made, the Executive may choose one treat the term as having not been extended. Upon termination of the following two options: (i) the Executive will voluntarily resign from Executive’s employment with the Company as either of the Employment Period End Date and the Company will pay to ExecutiveEmployers for any reason whatsoever, on the 30th day after the Employment Period End Date, an amount equal to one (1) times the highest combined any annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three (3) fiscal years before the Employment Period End Date, less normal withholdings; or (ii) the Executive may elect to continue employment with the Company on an at-will basis and, for a maximum of one year following the Employment Period End Date, receive the same salary and incentive compensation opportunity as in effect in the last year of the Agreement. The Parties agree and acknowledge that: (i) nothing in this Section 2(b) nor any action the Company may take extensions provided pursuant to this Section 2(b) will give rise ), if not theretofore discontinued, shall automatically cease. All actions to a claim be taken by Executive for termination without Cause, termination for Good Reason, or termination due to the Executive’s Retirement or the normal expiration Board of the Executive’s Employment Period or for Severance Benefits or any amounts or benefits other than those specifically enumerated in this Section 2(b); (ii) Executive will not be entitled to receive any amounts or benefits Directors under this Section 2(b) may be taken by the Compensation Committee of the Board of Directors. (c) Notwithstanding Section 2(b) above, if Executive at the time the term of this Agreement would otherwise renew pursuant to Section 2(b) above either (i) the Bank’s Supervisory Agreement with the Office of Thrift Supervision (the “OTS”) dated as of January 15, 2009 (the “Supervisory Agreement”) requires the non-objection of the OTS to such renewal after notice is first provided to the OTS or (ii) either Employer is deemed to be in “troubled condition”) as defined in 12 C.F.R. §563.555 or is otherwise entitled subject to receive or receives benefits under Section 6 12 C.F.R. Part 359, then the term of this Agreement; Agreement shall not renew unless and (iii) Executive must execute until all regulatory non-objections, approvals and provide consents required to be obtained pursuant to the Company a Release, Supervisory Agreement and 12 C.F.R. Part 359 are obtained by the period for revoking same must have expired, before Employers. (d) Nothing in this Agreement shall be deemed to prohibit the 30th day following Employers at any time from terminating the Executive’s employment during the Employment Period End Date in order to receive any amounts with or benefits under this Section 2(b). Nothing in this Section 2(b) will prohibit Executive’s employment from being terminated for Cause or without notice for any other reason, provided that the relative rights and obligations of the Employers and the Executive in the event enumerated in of any such termination shall be determined under this Agreement.

Employment Period. (a) Unless earlier terminated in accordance with Section 5The Employment Period shall commence on October 1, Executive’s employment will be for a term 2010 and shall terminate on such date (the “Employment PeriodTermination Date”)) on or after March 31, beginning on 2012 specified in a notice given by either the Effective Date and ending on June 30, 2014, Company or Executive to the other not less than three (3) months prior to the Termination Date; provided that (i) the Employment Period End Date. Providedshall terminate prior to such date upon Executive's death or permanent disability or incapacity (as determined by the Board in its good faith judgment), however, that if a Change in Control, as defined in Exhibit C hereto, occurs during the Employment Period, the ending date of (ii) the Employment Period will may be extended so that it expires on terminated by the later of Company at any time prior to such date for Cause (as defined below) and (iii) the Employment Period End Date may be terminated by the Executive at any time prior to such date (A) for Good Reason (as defined below) or the first anniversary (B) within three (3) months following a Change of the date on which the Change in Control initially occurred(as defined below) for any reason or no reason. (b) If the Company does not renew the Agreement, or enter into a new employment agreement with Executive with the same or similar terms as the Agreement, as of the Employment Period End Date, the Executive may choose one of the following two options: is terminated (i) the Executive will voluntarily resign from employment with by the Company as of the Employment Period End Date and the Company will pay to Executive, on the 30th day after the Employment Period End Date, an amount equal to one without Cause or (1ii) times the highest combined annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last (A) for Good Reason or (B) within three (3) months following a Change of Control for any reason or no reason or (iii) due to Executive's death or permanent disability or incapacity, Executive or his estate, as the case may be, shall be entitled to receive: (1) that amount (the “Deferred Salary Amount”) equal to his annual Base Salary (as in effect on the Termination Date), payable (A) 7/12th of the Deferred Salary amount on the first regular payroll date of the Company more than six months after the Termination Date and (B) the balance thereof in ten equal bi-monthly installments on each regular bi-monthly payroll date thereafter, (2) so long as Executive has not breached the provisions of Sections 6, 7 and 8, the pro rata share (based on the number of days Executive was employed for the fiscal years before year in which the Termination Date occurs) of the Bonus to which Executive would have been entitled for such fiscal year had such termination not occurred, which pro rata bonus will be payable within 30 days following the Company's receipt of its audited financial statements for such fiscal year, but in no event earlier than the date six months and one day after the Termination Date, (3) reimbursement of all expenses incurred on or prior to the Termination Date for which Executive was entitled to be reimbursed pursuant to Section 3(d), but for which Executive had not been reimbursed on the Termination Date, (4) all fringe benefits which Executive was entitled to receive on or prior to the Termination Date pursuant to Section 3(e), but which had not been paid to Executive on the Termination Date, and (5) payment for any vacation days accumulated by Executive on the Termination Date in accordance with the Company’s policy in effect at that time. The portions of this Agreement dealing with deferred compensation have been prepared with reference to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder and should be interpreted and administered in a manner consistent therewith. (c) If the Employment Period End Dateis terminated (i) by the Executive for any reason, less normal withholdings; including voluntary resignation by Executive (other than (A) for Good Reason or (B) within three (3) months following a Change of Control for any reason or no reason) or (ii) by the Company for Cause, Executive may elect shall only be entitled to continue employment receive: (1) his Base Salary through the Termination Date, (2) reimbursement of all expenses incurred on or prior to the Termination Date for which Executive was entitled to be reimbursed pursuant to Section 3(d), for which Executive had not been reimbursed on the Termination Date, (3) all fringe benefits which Executive was entitled to receive on or prior to the Termination Date pursuant to Section 3(e), but which had not been paid to Executive on the Termination Date and (4) payment for any vacation days accumulated by Executive on the Termination Date in accordance with the Company on an at-will basis and, for a maximum of one year following the Employment Period End Date, receive the same salary and incentive compensation opportunity as Company’s policy in effect in the last year of the Agreement. The Parties agree and acknowledge that: (i) nothing in this Section 2(b) nor any action the Company may take pursuant to this Section 2(b) will give rise to a claim by at that time, but Executive for termination without Cause, termination for Good Reason, or termination due to the Executive’s Retirement or the normal expiration of the Executive’s Employment Period or for Severance Benefits or any amounts or benefits other than those specifically enumerated in this Section 2(b); (ii) Executive will shall not be entitled to receive any amounts Bonus for the fiscal year of the Company in which the Termination Date occurs. (d) If the Employment Period is terminated (i) by the Company without Cause or (ii) by Executive for (A) Good Reason or (B) within three (3) months following a Change of Control for any reason or no reason or (iii) due to Executive’s permanent disability or incapacity, the Company shall reimburse Executive for eighty (80%) percent of any premiums paid by Executive for medical benefits under this Section 2(b) if for the period Executive is otherwise entitled to receive or receives benefits COBRA continuation coverage under Section 6 4980B of the Code or if earlier the first to occur of (1) the date one year after the Termination Date and (2) the date on which the Executive is employed by an employer other than the Company. (e) If the Employment Period is terminated for any reason whatsoever by the Company or by Executive, no bonus shall accrue or be payable to Executive for any period after the Termination Date. (f) For purposes of this Agreement; and (iii) Executive must execute and provide to the Company a Release, and the period for revoking same must have expired, before the 30th day following the Employment Period End Date in order to receive any amounts or benefits under this Section 2(b). Nothing in this Section 2(b) will prohibit Executive’s employment from being terminated for Cause or for any other event enumerated in this Agreement.:

Employment Period. (a) Unless earlier terminated in accordance with Section 5, Executive’s employment will be for a term The Employment Period shall commence on the closing of the transaction contemplated by the Agreement and Plan of Merger (the “Employment PeriodMerger Agreement”)) by and between People’s United Financial, beginning Inc. and Xxxxxxxxxx Corporation, dated as of June 26, 2007 (the “Effective Date”) and shall terminate at the close of business on the day preceding the second anniversary of the Effective Date and ending on June 30, 2014, (the Employment Period End “Scheduled Termination Date. Provided”); provided, however, that if commencing on the 21-month anniversary of the Effective Date, and every 12 months thereafter, the Scheduled Termination Date shall be deferred for one year, unless either party shall have given the other prior notice that the Scheduled Termination Date shall not be so deferred; and provided, further that a Change notice by the Employer in Controlany year not to defer the Scheduled Termination Date shall be treated as a termination of the Executive’s employment without Cause as of the Scheduled Termination Date for purposes of Section 3(d); and provided, as defined in Exhibit C heretofurther, occurs during that the Employment PeriodPeriod shall terminate prior to the Scheduled Termination Date upon the earliest to occur of the following events: (a) The Executive’s death prior to the Scheduled Termination Date, in which event the ending Employment Period shall terminate as of the date of the Employment Period will be extended so that it expires on Executive’s death. In the later event of the termination of the Employment Period End Date or pursuant to this Section 3(a), the first anniversary Employer shall pay to the Executive’s estate as soon as practicable thereafter (i) any earned but unpaid Base Salary, (ii) the amount of Base Salary that would have been payable from the date of the date on Executive death through the last day of the month in which his death occurs, (iii) any amounts payable to the Change Executive pursuant to Section 2(c) hereof, and (iv) any previously unpaid payments and/or unissued equity awards under any Incentive Program with respect to the previous calendar year that would have been paid and/or issued in Control initially occurredthe event of continued employment, and the Executive shall not be entitled to any further compensation or payments hereunder. (b) If The Executive’s total and permanent disability prior to the Company does not renew Scheduled Termination Date, in which event the AgreementEmployment Period shall terminate as of the last day of the month in which such event occurs. The Executive shall be deemed to have been totally and permanently disabled for the purposes of this Agreement if, by reason of a physical or mental condition, for a period of 120 days in any 180 consecutive-day period, or enter into such longer period as is required so as to avoid any violation of the rights of the Executive under applicable law, he has not substantially performed the duties normally required of him hereunder. The date as of which the Executive shall be deemed to have become totally and permanently disabled shall be the day on which such 180-day period terminates, it being understood that such period may only commence on a new employment agreement date on which the Executive first fails to substantially perform his duties as a result of any such condition. Upon the termination of the Employment pursuant to this Section 3(b), the Executive shall be entitled to (i) any earned but unpaid Base Salary, (ii) any amount payable to the Executive pursuant to Section 2(c) hereof, and (iii) any previously unpaid payments and/or unissued equity awards under any Incentive Program with respect to the previous calendar year that would have been paid and/or issued in the event of continued employment, and the Executive with shall not be entitled to any further compensation or payments hereunder. (c) Termination by the same or similar terms as the Agreement, as Employer of the Employment Period End Datefor Cause. For purposes of this Section 3, the term “Cause” shall mean (i) dishonesty, willful misconduct or gross negligence on the part of the Executive, in any such case in the performance of his duties hereunder, (ii) the commission by the Executive of a felony or (iii) the commission by the Executive of an act of moral turpitude that could reasonably be expected to have a material adverse impact on the Executive’s effectiveness in performing his responsibilities hereunder. Any termination pursuant to this Section 3(c) shall be evidenced by written notice delivered to the Executive, unequivocally stating the Employer’s decision to terminate the Employment pursuant to this Section 3(c) and specifying the actions constituting Cause for such termination. In the event of the termination of the Employment pursuant to this Section 3(c), the Executive may choose one shall be entitled to (i) any earned but unpaid Base Salary and (ii) any amounts payable to the Executive pursuant to Section 2(c) hereof, and the Executive shall not be entitled to any further compensation or payments hereunder. (d) Termination by the Employer of the following two options: Employment Period without Cause. In the event of the termination of the Employment pursuant to this Section 3(d), the Executive shall be entitled to (i) the Executive will voluntarily resign from employment with continuation of the Company payment of the Base Salary, at the rate in effect and on the same schedule as of the Employment Period End date of such termination through the later of the Scheduled Termination Date and the Company will pay to Executive6-month anniversary of such termination (the “Severance Period”), on the 30th day after the Employment Period End Date, an amount equal to one (1) times the highest combined annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three (3) fiscal years before the Employment Period End Date, less normal withholdings; or (ii) the portion of the target value for the year of any outstanding cash-based incentive awards that results from pro rating based on the percentage of the applicable performance period completed as of such termination date; (iii) payment of the full premium cost for the continuation of all group health plan benefits pursuant to COBRA for the Severance Period; (iv) modification of all stock option and restricted stock terms such that each outstanding stock option awarded to the Executive may elect shall become fully exercisable, and all restrictions applicable to continue employment any restricted stock or other equity based awards shall lapse and such shares and awards shall be deemed fully vested; (v) any previously unpaid payments and/or unissued equity awards under any Incentive Program with respect to the Company on an at-will basis and, for a maximum of one previous calendar year following the Employment Period End Date, receive the same salary and incentive compensation opportunity as in effect that would have been paid and/or issued in the last year event of continued employment; (vi) any earned but unpaid Base Salary as of the Agreement. The Parties agree date of such termination; and acknowledge that: (ivii) nothing in this Section 2(b) nor any action amounts payable to the Company may take Executive pursuant to this Section 2(b2(c) will give rise to a claim by hereof, and the Executive for termination without Cause, termination for Good Reason, or termination due to the Executive’s Retirement or the normal expiration of the Executive’s Employment Period or for Severance Benefits or any amounts or benefits other than those specifically enumerated in this Section 2(b); (ii) Executive will shall not be entitled to receive any amounts further compensation or benefits payments hereunder. If no target value for the year has been established as of the date of termination, the target value shall be deemed to be the cash-based incentive award due or paid for the previous year. As a condition to the receipt of the benefit described in clauses (i) through (v) above, the Executive shall be required to execute a general release of claims against the Employer and its affiliates in form and substance satisfactory to the Employer; provided that the Employer’s approval of a release shall not be unreasonably withheld and provided further that such release shall not diminish the Executive’s rights under this Section 2(b) if Executive is otherwise entitled to receive or receives benefits under Section 6 of this Agreement; and (iii) Executive must execute and provide to the Company a Release, and the period for revoking same must have expired, before the 30th day following the Employment Period End Date in order to receive any amounts or benefits under this Section 2(b). Nothing in this Section 2(b) will prohibit Executive’s employment from being terminated for Cause or for any other event enumerated in this Agreementwritten agreement with the Employer, any rights to indemnification or insurance, or any rights under any employee benefit plan.