Common use of Employment Termination Clause in Contracts

Employment Termination. (i) If any Employment Term is terminated early by resolution of the Board with Cause or by reason of the Executive’s voluntary resignation without Good Reason, then the Executive shall be entitled to receive only all previously earned and accrued but unpaid Base Salary and vacation time up to the Termination Date (and not any accrued but unpaid Bonus as of the Termination Date). (ii) If any Employment Term is terminated early by reason of the Executive’s death or Disability, then the Executive shall be entitled to receive only (x) all previously earned and accrued but unpaid Base Salary and vacation time up to the Termination Date or date of death, (y) a portion of the Bonus earned by the Executive during the Bonus Year in which such termination occurs determined on a pro rated basis based on the number of days of the applicable Bonus Year prior to the Termination Date or date of death as compared to the number of days in such Bonus Year, which payment will be made on or before March 15th of the year after such Bonus Year and (z) any Bonus earned by the Executive during any Bonus Year which ended prior to the Termination Date or date of death and which has not been paid as of such date, which payment will be made on or before March 15th of the year after such Bonus Year. (iii) If any Employment Term is terminated early by reason of the Executive’s voluntary resignation with Good Reason or by resolution of the Board without Cause, then, subject to the second and third sentences of Section 2(e)(iv), the Executive shall be entitled to receive only the following: (v) all previously earned and accrued but unpaid Base Salary and vacation time up to the Termination Date, (w) any Bonus earned by the Executive during any Bonus Year which ended prior to the Termination Date and which has not been paid as of such date, (x) his Base Salary and an amount equal to the Company’s estimate of the cost of the Benefits marked on Exhibit A with an “#” (which estimate shall be based on the amounts incurred by the Company in connection with the provision of such Benefits) for the twelve month period beginning on the Termination Date with respect to which the Executive takes all actions required to continue such Benefits; provided, however, that such twelve-month period shall be extended until the date on which the Initial Employment Term would have ended if more than twelve months remained in the Initial Employment Term on the Termination Date; provided, further, that in lieu of providing such benefits, the Company may elect to pay the Executive the cost of premiums for such benefits, (y) an amount equal to the cost of the Benefits referred to in Section 2(c)(ii)(C) hereof for the three month period beginning on the Termination Date, and (z) the amount of any target Bonus which would have been earned by the Executive during the Bonus Year in which such termination occurs determined on a pro rated basis based on the number of days of the applicable Bonus Year prior to the Termination Date as compared to the number of days in such Bonus Year. The compensation payable pursuant to this Section 2(e)(iii) shall be paid within 60 days after the Termination Date. In addition, any equity interests held by Executive under a stock or similar plan of the Company shall vest on the Termination Date. (iv) Notwithstanding the payments or benefits set forth in Sections 2(e)(ii) and 2(e)(iii), the period for which the Executive is entitled to health care continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended, shall begin to run on the Termination Date and shall not be extended on account of payments made or reimbursed by the Company pursuant hereto. As a condition to receiving any payments pursuant to clauses (w) through (z) of Section 2(e)(iii), the Executive shall execute and deliver to the Company a general release (with ancillary covenants not to xxx and other similar standard provisions) of the Company and its Affiliates and their respective officers, directors and employees from all claims of any kind whatsoever arising out of the Executive’s employment or termination thereof (including without limitation, civil rights claims), in such form as reasonably requested by the Company; provided, however, that the release will not affect any contractual rights the Executive may otherwise have under any stock option plans of the Company or option agreements thereunder; and provided further that the release shall not apply to any rights to which the Executive is entitled in accordance with plan provisions under any employee benefit plan or fringe benefit plan or program of the Company and its Affiliates. In the event the Executive does not execute and deliver such release to the Company before payment is required to be made pursuant to such clauses, the Executive shall forfeit his right to receive any payments pursuant to such clauses. (v) Except as expressly provided in this Section 2(e), the Executive hereby agrees that upon and after the Termination Date, no severance compensation of any kind, nature or amount (including by operation of law) shall be payable by the Company or any of its Subsidiaries or Affiliates to the Executive and the Executive hereby irrevocably waives any claim for severance compensation of any kind, nature or amount (including by operation of law). (vi) Except as expressly provided in this Section 2(e), upon the Termination Date, except as required by law, all of the Executive’s rights to Benefits hereunder (if any) shall cease. (vii) Subject to restrictive covenants contained in Section 5 hereof, the Executive may obtain other engagements or employment after the Termination Date, and any compensation received or receivable by the Executive shall not reduce any amounts which the Company is required to pay to the Executive pursuant to this Agreement.

Employment Termination. (i) If any Employment Term is terminated early by resolution of the Board with Cause or by reason of the Executive’s voluntary resignation without Good Reason, then the Executive shall be entitled to receive only all previously earned and accrued but unpaid Base Salary and vacation time up to the date of the Employment Termination Date (and not any accrued but unpaid Bonus as of the Termination Datedate of the Employment Termination). (ii) If any Employment Term is terminated early by reason of the Executive’s death or Disability, then the Executive shall be entitled to receive only (x) all previously earned and accrued but unpaid Base Salary and vacation time up to the Termination Date or date of deaththe Employment Termination, (y) if the date of the Employment Termination is 3 months after the commencement of a Bonus Year, then a portion of the Bonus earned by the Executive during the such Bonus Year in which such termination occurs determined on a pro rated basis based on the number of days of the applicable Bonus Year prior to the Termination Date or date of death the Employment Termination as compared to the number of days in such Bonus Year, which payment will be made on or before March 15th of the year after when such Bonus for such Bonus Year would otherwise be payable and (z) any Bonus earned by the Executive during any Bonus Year which ended prior to the Termination Date or date of death the Employment Termination and which has not been paid as of such date, which payment will be made on or before March 15th of the year after when such Bonus Yearfor such Bonus Year would otherwise be payable. (iii) If any Employment Term is terminated early by reason of the Executive’s voluntary resignation with Good Reason or by resolution of the Board without Cause, then, subject to the second and third sentences last sentence of Section 2(e)(ivthis section (iii), the Executive shall be entitled to receive only the following: (v) all previously earned and accrued but unpaid Base Salary and vacation time up to the Termination Datedate of the Employment Termination, (w) any Bonus earned by the Executive during any Bonus Year which ended prior to the Termination Date and which has not been paid as of such date, (x) his Base Salary and an amount equal to the Company’s estimate of the cost of the Benefits marked on Exhibit A with an “#” (which estimate shall be based on the amounts incurred by the Company in connection with the provision of such Benefits) for the twelve twelve-month period beginning on the Termination Date with respect to which date of the Executive takes all actions required to continue such BenefitsEmployment Termination; provided, however, that such twelve-month period shall be extended until the date on which the Initial Employment Term would have ended if more than twelve months remained in the Initial Employment Term on the Termination Datedate of the Employment Termination; provided, further, that in lieu of providing such benefits, the Company may elect to pay to the Executive the cost of premiums for such benefits, (yx) an amount equal to the cost of the Benefits referred to in Section 2(c)(ii)(C) hereof for the three three-month period beginning on the date of the Employment Termination, (y) if the date of the Employment Termination Dateis 3 months after the commencement of a Bonus Year, and (z) then a portion of the amount of any target Bonus which would have been earned by the Executive during the such Bonus Year in which such termination occurs determined on a pro rated basis based on the number of days of the applicable Bonus Year prior to the date of the Employment Termination Date as compared to the number of days in such Bonus Year. The compensation , which payment will be made when such Bonus for such Bonus Year would otherwise be payable pursuant and (z) any Bonus earned by the Executive during any Bonus Year which ended prior to this Section 2(e)(iii) shall be paid within 60 days after the Termination Date. In addition, any equity interests held by Executive under a stock or similar plan date of the Company shall vest on the Employment Termination Date. (iv) and which has not been paid as of such date, which payment will be made when such Bonus for such Bonus Year would otherwise be payable. Notwithstanding the these payments or benefits set forth in Sections 2(e)(ii) and 2(e)(iii)benefits, the period for which the Executive is entitled to health care continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended, shall begin to run on the Termination Date and shall not be extended on account date of payments made or reimbursed by the Company pursuant heretoExecutive’s termination. As a condition to receiving any payments pursuant to clauses (w) through (z) of Section this section 2(e)(iii), the Executive shall execute and deliver to the Company a general release (with ancillary covenants not to xxx and other similar standard provisions) of the Company and its Affiliates and their respective officers, directors and employees from all claims of any kind whatsoever arising out of the Executive’s employment or termination thereof (including without limitation, civil rights claims), in such form as reasonably requested by the Company; provided, however, that the release will not affect any contractual rights the Executive may otherwise have under any stock option plans of the Company or option agreements thereunder; and provided further that the release shall not apply to any rights to which the Executive is entitled in accordance with plan provisions under any employee benefit plan or fringe benefit plan or program of the Company and its Affiliates. In the event the Executive does not execute and deliver such release to the Company before payment is required to be made pursuant to such clauses, the Executive shall forfeit his right to receive any payments pursuant to such clauses. (viv) Except as expressly provided in this Section 2(e), the Executive hereby agrees that upon and after the Termination DateEmployment Termination, no severance compensation of any kind, nature or amount (including by operation of law) shall be payable by the Company or any of its Subsidiaries or Affiliates to the Executive and the Executive hereby irrevocably waives any claim for severance compensation of any kind, nature or amount (including by operation of law). (viv) Except as expressly provided in this Section 2(e), upon the Termination DateEmployment Termination, except as required by law, all of the Executive’s rights to Benefits hereunder (if any) shall cease. (viivi) Subject to restrictive covenants contained in Section 5 hereof, the Executive may obtain other engagements or employment after the Termination Datedate of an Employment Termination, and any compensation received or receivable by the Executive shall not reduce any amounts which the Company is required to pay to the Executive pursuant to this Agreement.

Employment Termination. (i) If any Employment Term is terminated early by resolution of the Board with Cause or by reason of the Executive’s 's voluntary resignation without Good Reason, then the Executive shall be entitled to receive only all previously earned and accrued but unpaid Base Salary and vacation time up to the date of the Employment Termination Date (and not any accrued but unpaid Bonus as of the Termination Datedate of the Employment Termination). (ii) If any Employment Term is terminated early by reason of the Executive’s 's death or Disability, then the Executive shall be entitled to receive only (x) all previously earned and accrued but unpaid Base Salary and vacation time up to the Termination Date or date of deaththe Employment Termination, (y) if the date of the Employment Termination is 3 months after the commencement of a Bonus Year, then a portion of the Bonus earned by the Executive during the such Bonus Year in which such termination occurs determined on a pro rated basis based on the number of days of the applicable Bonus Year prior to the Termination Date or date of death the Employment Termination as compared to the number of days in such Bonus Year, which payment will be made on or before March 15th of the year after when such Bonus for such Bonus Year would otherwise be payable and (z) any Bonus earned by the Executive during any Bonus Year which ended prior to the Termination Date or date of death the Employment Termination and which has not been paid as of such date, which payment will be made on or before March 15th of the year after when such Bonus Yearfor such Bonus Year would otherwise be payable. (iii) If any Employment Term is terminated early by reason of the Executive’s 's voluntary resignation with Good Reason or by resolution of the Board without Cause, then, subject to the second and third sentences last sentence of Section 2(e)(ivthis section (iii), the Executive shall be entitled to receive only the following: (v) all previously earned and accrued but unpaid Base Salary and vacation time up to the Termination Datedate of the Employment Termination, (w) any Bonus earned by the Executive during any Bonus Year which ended prior to the Termination Date and which has not been paid as of such date, (x) his Base Salary and an amount equal to the Company’s estimate of the cost of the Benefits marked on Exhibit A with an “"#” (which estimate shall be based on the amounts incurred by the Company in connection with the provision of such Benefits) " for the twelve twelve-month period beginning on the Termination Date with respect to which date of the Executive takes all actions required to continue such BenefitsEmployment Termination; provided, however, that such twelve-month period shall be extended until the date on which the Initial Employment Term would have ended if more than twelve months remained in the Initial Employment Term on the Termination Date; provided, further, that in lieu of providing such benefits, the Company may elect to pay to the Executive the cost of premiums for such benefits, (yx) an amount equal to the cost of the Benefits referred to in Section 2(c)(ii)(C) hereof marked on Exhibit A with a "+" for the three three-month period beginning on the date of the Employment Termination, (y) if the date of the Employment Termination Dateis 3 months after the commencement of a Bonus Year, and (z) then a portion of the amount of any target Bonus which would have been earned by the Executive during the such Bonus Year in which such termination occurs determined on a pro rated basis based on the number of days of the applicable Bonus Year prior to the date of the Employment Termination Date as compared to the number of days in such Bonus Year. The compensation , which payment will be made when such Bonus for such Bonus Year would otherwise be payable pursuant and (z) any Bonus earned by the Executive during any Bonus Year which ended prior to this Section 2(e)(iii) shall be paid within 60 days after the Termination Date. In addition, any equity interests held by Executive under a stock or similar plan date of the Company shall vest on the Employment Termination Date. (iv) and which has not been paid as of such date, which payment will be made when such Bonus for such Bonus Year would otherwise be payable. Notwithstanding the these payments or benefits set forth in Sections 2(e)(ii) and 2(e)(iii)benefits, the period for which the Executive is entitled to health care continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended, shall begin to run on the Termination Date and shall not be extended on account date of payments made or reimbursed by the Company pursuant heretoExecutive's termination. As a condition to receiving any payments pursuant to clauses (w) through (z) of Section this section 2(e)(iii), the Executive shall execute and deliver to the Company a general release (with ancillary covenants not to sue xxx and other similar standard provisions) of the Company and its Affiliates and their respective officers, directors and employees from all claims of any kind whatsoever arising out of the Executive’s 's employment or termination thereof (including without limitation, civil rights claims), in such form as reasonably requested by the Company; provided, however, that the release will not affect any contractual rights the Executive may otherwise have under any stock option plans of the Company or option agreements thereunder; and provided further that the release shall not apply to any rights to which the Executive is entitled in accordance with plan provisions under any employee benefit plan or fringe benefit plan or program of the Company and its Affiliates. In the event the Executive does not execute and deliver such release to the Company before payment is required to be made pursuant to such clauses, the Executive shall forfeit his right to receive any payments pursuant to such clauses.the (viv) Except as expressly provided in this Section 2(e), the Executive hereby agrees that upon and after the Termination DateEmployment Termination, no severance compensation of any kind, nature or amount (including by operation of law) shall be payable by Holdings, the Company or any of its their respective Subsidiaries or Affiliates to the Executive and the Executive hereby irrevocably waives any claim for severance compensation of any kind, nature or amount (including by operation of law). (viv) Except as expressly provided in this Section 2(e), upon the Termination DateEmployment Termination, except as required by law, all of the Executive’s 's rights to Benefits hereunder (if any) shall cease. (viivi) Subject to restrictive covenants contained in Section 5 hereof5, the Executive may obtain other engagements or employment after the Termination Datedate of an Employment Termination, and any compensation received or receivable by the Executive shall not reduce any amounts which the Company is required to pay to the Executive pursuant to this Agreement.

Employment Termination. (i) If any the Employment Term Period is terminated early by resolution of the Board with Cause Cause, by reason of the death or Permanent Total Disability of Executive or by reason of the Executive’s 's voluntary resignation without Good Reasonresignation, then the Executive shall be entitled to receive only all previously earned and accrued but unpaid Base Salary and vacation time up to the Termination Date (and not any accrued but unpaid Bonus as of the Termination Date). (ii) If any Employment Term is terminated early by reason of the Executive’s death or Disability, then the Executive shall be entitled to receive only (x) all previously earned and accrued but unpaid Base Salary and vacation time up to the Termination Date or date of deaththe Employment Termination (and not any accrued but unpaid Bonus as of the date of the Employment Termination) and (y) all vested rights to Benefits up to the date of the Employment Termination. (ii) If any Employment Period is terminated early by resolution of the Board without Cause, then Executive shall be entitled to receive only (v) all previously earned and accrued but unpaid Base Salary up to the date of the Employment Termination, (w) Base Salary for a period of time equal to the remainder of the Employment Period, in regular installments in accordance with the Company's general payroll practices, (y) any Bonus earned by Executive during any Bonus Year which ended prior to the date of the Employment Termination and which has not been paid as of such date, which such payment will be made when such Bonus for such Bonus Year would otherwise be payable and (z) a portion of the Bonus earned by the Executive during the such Bonus Year in which such termination occurs determined on a pro rated basis based on the number of days of the applicable Bonus Year prior to the Termination Date or date of death as compared to the number of days in such Bonus YearEmployment Termination, which such payment will be made on or before March 15th of the year after when such Bonus for such Bonus Year and (z) any Bonus earned by the Executive during any Bonus Year which ended prior to the Termination Date or date of death and which has not been paid as of such date, which payment will would otherwise be made on or before March 15th of the year after such Bonus Yearpayable. (iii) If any Employment Term is terminated early by reason of the Executive’s voluntary resignation with Good Reason or by resolution of the Board without Cause, then, subject to the second and third sentences of Section 2(e)(iv), the Executive shall be entitled to receive only the following: (v) all previously earned and accrued but unpaid Base Salary and vacation time up to the Termination Date, (w) any Bonus earned by the Executive during any Bonus Year which ended prior to the Termination Date and which has not been paid as of such date, (x) his Base Salary and an amount equal to the Company’s estimate of the cost of the Benefits marked on Exhibit A with an “#” (which estimate shall be based on the amounts incurred by the Company in connection with the provision of such Benefits) for the twelve month period beginning on the Termination Date with respect to which the Executive takes all actions required to continue such Benefits; provided, however, that such twelve-month period shall be extended until the date on which the Initial Employment Term would have ended if more than twelve months remained in the Initial Employment Term on the Termination Date; provided, further, that in lieu of providing such benefits, the Company may elect to pay the Executive the cost of premiums for such benefits, (y) an amount equal to the cost of the Benefits referred to in Section 2(c)(ii)(C) hereof for the three month period beginning on the Termination Date, and (z) the amount of any target Bonus which would have been earned by the Executive during the Bonus Year in which such termination occurs determined on a pro rated basis based on the number of days of the applicable Bonus Year prior to the Termination Date as compared to the number of days in such Bonus Year. The compensation payable pursuant to this Section 2(e)(iii) shall be paid within 60 days after the Termination Date. In addition, any equity interests held by Executive under a stock or similar plan of the Company shall vest on the Termination Date. (iv) Notwithstanding the payments or benefits set forth in Sections 2(e)(ii) and 2(e)(iii), the period for which the Executive is entitled to health care continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended, shall begin to run on the Termination Date and shall not be extended on account of payments made or reimbursed by the Company pursuant hereto. As a condition to receiving any payments pursuant to clauses (w) through (z) of Section 2(e)(iii), the Executive shall execute and deliver to the Company a general release (with ancillary covenants not to xxx and other similar standard provisions) of the Company and its Affiliates and their respective officers, directors and employees from all claims of any kind whatsoever arising out of the Executive’s employment or termination thereof (including without limitation, civil rights claims), in such form as reasonably requested by the Company; provided, however, that the release will not affect any contractual rights the Executive may otherwise have under any stock option plans of the Company or option agreements thereunder; and provided further that the release shall not apply to any rights to which the Executive is entitled in accordance with plan provisions under any employee benefit plan or fringe benefit plan or program of the Company and its Affiliates. In the event the Executive does not execute and deliver such release to the Company before payment is required to be made pursuant to such clauses, the Executive shall forfeit his right to receive any payments pursuant to such clauses. (v) Except as expressly provided in this Section 2(e), the Executive hereby agrees that upon and after the Termination DateEmployment Termination, no severance compensation of any kind, nature or amount (including by operation of law) shall be payable by the Company or any of its Subsidiaries or Affiliates to the Executive and the Executive hereby irrevocably waives any claim for severance compensation of any kind, nature or amount (including by operation of law). (viiv) Except as expressly provided in this Section 2(e), upon the Termination DateEmployment Termination, except as required by law, all of the Executive’s 's rights to Benefits hereunder (if any) shall cease. (viiv) Subject to restrictive covenants contained in Section 5 hereof5, the Executive may obtain other engagements or employment after the Termination Datedate of an Employment Termination, and any compensation received or receivable by the Executive shall not reduce any amounts which the Company is required to pay to the Executive pursuant to this Agreement.

Employment Termination. (i) If any Employment Term is terminated early by resolution of the Board with Cause or by reason of the Executive’s 's voluntary resignation without Good Reason, then the Executive shall be entitled to receive only all previously earned and accrued but unpaid Base Salary and vacation time up to the date of the Employment Termination Date (and not any accrued but unpaid Bonus as of the Termination Datedate of the Employment Termination). (ii) If any Employment Term is terminated early by reason of the Executive’s 's death or Disability, then the Executive shall be entitled to receive only (x) all previously earned and accrued but unpaid Base Salary and vacation time up to the Termination Date or date of deaththe Employment Termination, (y) if the date of the Employment Termination is 3 months after the commencement of a Bonus Year, then a portion of the Bonus earned by the Executive during the such Bonus Year in which such termination occurs determined on a pro rated basis based on the number of days of the applicable Bonus Year prior to the Termination Date or date of death the Employment Termination as compared to the number of days in such Bonus Year, which payment will be made on or before March 15th of the year after when such Bonus for such Bonus Year would otherwise be payable and (z) any Bonus earned by the Executive during any Bonus Year which ended prior to the Termination Date or date of death the Employment Termination and which has not been paid as of such date, which payment will be made on or before March 15th of the year after when such Bonus Yearfor such Bonus Year would otherwise be payable. (iii) If any Employment Term is terminated early by reason of the Executive’s 's voluntary resignation with Good Reason or by resolution of the Board without Cause, then, subject to the second and third sentences last sentence of Section 2(e)(ivthis section (iii), the Executive shall be entitled to receive only the following: (v) all previously earned and accrued but unpaid Base Salary and vacation time up to the Termination Datedate of the Employment Termination, (w) any Bonus earned by the Executive during any Bonus Year which ended prior to the Termination Date and which has not been paid as of such date, (x) his Base Salary and an amount equal to the Company’s estimate of the cost of the Benefits marked on Exhibit A with an “"#” (which estimate shall be based on the amounts incurred by the Company in connection with the provision of such Benefits) " for the twelve twelve-month period beginning on the Termination Date with respect to which date of the Executive takes all actions required to continue such BenefitsEmployment Termination; provided, however, that such twelve-month period shall be extended until the date on which the Initial Employment Term would have ended if more than twelve months remained in the Initial Employment Term on the Termination Datedate of the Employment Termination; provided, further, that in lieu of providing such benefits, the Company may elect to pay to the Executive the cost of premiums for such benefits, (yx) an amount equal to the cost of the Benefits referred to in Section 2(c)(ii)(C) hereof for the three three-month period beginning on the date of the Employment Termination, (y) if the date of the Employment Termination Dateis 3 months after the commencement of a Bonus Year, and (z) then a portion of the amount of any target Bonus which would have been earned by the Executive during the such Bonus Year in which such termination occurs determined on a pro rated basis based on the number of days of the applicable Bonus Year prior to the date of the Employment Termination Date as compared to the number of days in such Bonus Year. The compensation , which payment will be made when such Bonus for such Bonus Year would otherwise be payable pursuant and (z) any Bonus earned by the Executive during any Bonus Year which ended prior to this Section 2(e)(iii) shall be paid within 60 days after the Termination Date. In addition, any equity interests held by Executive under a stock or similar plan date of the Company shall vest on the Employment Termination Date. (iv) and which has not been paid as of such date, which payment will be made when such Bonus for such Bonus Year would otherwise be payable. Notwithstanding the these payments or benefits set forth in Sections 2(e)(ii) and 2(e)(iii)benefits, the period for which the Executive is entitled to health care continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended, shall begin to run on the Termination Date and shall not be extended on account date of payments made or reimbursed by the Company pursuant heretoExecutive's termination. As a condition to receiving any payments pursuant to clauses (w) through (z) of Section this section 2(e)(iii), the Executive shall execute and deliver to the Company a general release (with ancillary covenants not to xxx and other similar standard provisions) of the Company and its Affiliates and their respective officers, directors and employees from all claims of any kind whatsoever arising out of the Executive’s 's employment or termination thereof (including without limitation, civil rights claims), in such form as reasonably requested by the Company; provided, however, that the release will not affect any contractual rights the Executive may otherwise have under any stock option plans of the Company or option agreements thereunder; and provided further that the release shall not apply to any rights to which the Executive is entitled in accordance with plan provisions under any employee benefit plan or fringe benefit plan or program of the Company and its Affiliates. In the event the Executive does not execute and deliver such release to the Company before payment is required to be made pursuant to such clauses, the Executive shall forfeit his right to receive any payments pursuant to such clauses. (viv) Except as expressly provided in this Section 2(e), the Executive hereby agrees that upon and after the Termination DateEmployment Termination, no severance compensation of any kind, nature or amount (including by operation of law) shall be payable by the Company or any of its Subsidiaries or Affiliates to the Executive and the Executive hereby irrevocably waives any claim for severance compensation of any kind, nature or amount (including by operation of law). (viv) Except as expressly provided in this Section 2(e), upon the Termination DateEmployment Termination, except as required by law, all of the Executive’s 's rights to Benefits hereunder (if any) shall cease. (viivi) Subject to restrictive covenants contained in Section 5 hereof, the Executive may obtain other engagements or employment after the Termination Datedate of an Employment Termination, and any compensation received or receivable by the Executive shall not reduce any amounts which the Company is required to pay to the Executive pursuant to this Agreement.

Employment Termination. (i) If any Employment Term is terminated early by resolution of the Board with Cause or by reason of the Executive’s voluntary resignation without Good Reason, then the Executive shall be entitled to receive only all previously earned and accrued but unpaid Base Salary and vacation time up to the Termination Date (and not any accrued but unpaid Bonus as of the Termination Date). (ii) If any Employment Term is terminated early by reason of the Executive’s death or Disability, then the Executive shall be entitled to receive only (x) all previously earned and accrued but unpaid Base Salary and vacation time up to the Termination Date or date of death, (y) if the Termination Date or date of death is 3 months after the commencement of a Bonus Year, then a portion of the Bonus earned by the Executive during the such Bonus Year in which such termination occurs determined on a pro rated basis based on the number of days of the applicable Bonus Year prior to the Termination Date or date of death as compared to the number of days in such Bonus Year, which payment will be made on or before March 15th of the year after when such Bonus for such Bonus Year would otherwise be payable and (z) any Bonus earned by the Executive during any Bonus Year which ended prior to the Termination Date or date of death and which has not been paid as of such date, which payment will be made on or before March 15th of the year after when such Bonus Yearfor such Bonus Year would otherwise be payable. (iii) If Subject to the restrictions or conditions, if any, of any applicable provisions of the United States Code, 11 U.S.C. § 101, et seq. (the “Bankruptcy Code”), if any Employment Term is terminated early by reason of the Executive’s voluntary resignation with Good Reason or by resolution of the Board without Cause, then, subject to the second and third sentences last sentence of Section 2(e)(iv), this section (iii) the Executive shall be entitled to receive only the following: (v) all previously earned and accrued but unpaid Base Salary and vacation time up to the Termination Date, (w) any Bonus earned by the Executive during any Bonus Year which ended prior to the Termination Date and which has not been paid as of such date, (x) his Base Salary and an amount equal to the Company’s estimate of the cost of the Benefits marked on Exhibit A with an “#” (which estimate shall be based on the amounts incurred by the Company in connection with the provision provisions of such Benefits) for the twelve twelve-month period beginning on the Termination Date with respect to which the Executive takes all actions required to continue such BenefitsDate; provided, however, that such twelve-month period shall be extended until the date on which the Initial Employment Term would have ended if more than twelve months remained in the Initial Employment Term on the Termination Date; provided, further, that in lieu of providing such benefits, the Company may elect to pay the Executive the cost of premiums for such benefits, (yx) an amount equal to the cost of the Benefits referred to in Section 2(c)(ii)(C) hereof for the three three-month period beginning on the Termination Date, and (zy) if the amount Termination Date is 3 months after the commencement of any target a Bonus which would have been Year, then a portion of the Bonus earned by the Executive during the such Bonus Year in which such termination occurs determined on a pro rated basis based on the number of days of the applicable Bonus Year prior to the Termination Date as compared to the number of days in such Bonus Year. The compensation , which payment will be made when such Bonus for such Bonus Year would otherwise be payable pursuant and (z) any Bonus earned by the Executive during any Bonus Year which ended prior to this Section 2(e)(iii) shall be paid within 60 days after the Termination DateDate and which has not been paid as of such date, which payment will be made when such Bonus for such Bonus Year would otherwise be payable. In addition, any equity interests held by Executive under a stock or similar plan of the Company shall vest on the Termination Date. (iv) Notwithstanding the these payments or benefits set forth in Sections 2(e)(ii) and 2(e)(iii)benefits, the period for which the Executive is entitled to health care continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended, shall begin to run on the Termination Date and shall not be extended on account of payments made or reimbursed by the Company pursuant hereto. As a condition to receiving any payments pursuant to clauses (w) through (z) of this Section 2(e)(iii), the Executive shall execute and deliver to the Company a general release (with ancillary covenants not to xxx and other similar standard provisions) of the Company Holdings and its Affiliates and their respective officers, directors and employees from all claims of any kind whatsoever arising out of the Executive’s employment or termination thereof (including without limitation, civil rights claims), in such form as reasonably requested by the Company; provided, however, that the release will not affect any contractual rights the Executive may otherwise have under any stock option plans of the Company Holdings or option agreements thereunder; and provided further that the release shall not apply to any rights to which the Executive is entitled in accordance with plan provisions under any employee benefit plan or fringe benefit plan or program of any of Holdings, the Company and its Affiliates. In the event the Executive does not execute and deliver such release to the Company before payment is required to be made pursuant to such clauses, the Executive shall forfeit his right to receive any payments pursuant to such clauses. (viv) Except as expressly provided in this Section 2(e), the Executive hereby agrees that upon and after the Termination Date, no severance compensation of any kind, nature or amount (including by operation of law) shall be payable by Holdings, the Company or any of its their respective Subsidiaries or Affiliates to the Executive and the Executive hereby irrevocably waives any claim for severance compensation of any kind, nature or amount (including by operation of law). (viv) Except as expressly provided in this Section 2(e), upon the Termination Date, except as required by law, all of the Executive’s rights to Benefits hereunder (if any) shall cease. (viivi) Subject to restrictive covenants contained in Section 5 hereof, the Executive may obtain other engagements or employment after the Termination Date, and any compensation received or receivable by the Executive shall not reduce any amounts which the Company is required to pay to the Executive pursuant to this Agreement.

Employment Termination. (i) If any Employment Term is terminated early by resolution of the Board with Cause or by reason of the Executive’s voluntary resignation without Good Reason, then the Executive shall be entitled to receive only all previously earned and accrued but unpaid Base Salary and vacation time up to the date of the Employment Termination Date (and not any accrued but unpaid Bonus as of the Termination Datedate of the Employment Termination). (ii) If any Employment Term is terminated early by reason of the Executive’s death or Disability, then the Executive shall be entitled to receive only (x) all previously earned and accrued but unpaid Base Salary and vacation time up to the Termination Date or date of deaththe Employment Termination, (y) if the date of the Employment Termination is 3 months after the commencement of a Bonus Year, then a portion of the Bonus earned by the Executive during the such Bonus Year in which such termination occurs determined on a pro rated basis based on the number of days of the applicable Bonus Year prior to the Termination Date or date of death the Employment Termination as compared to the number of days in such Bonus Year, which payment will be made on or before March 15th of the year after when such Bonus for such Bonus Year would otherwise be payable and (z) any Bonus earned by the Executive during any Bonus Year which ended prior to the Termination Date or date of death the Employment Termination and which has not been paid as of such date, which payment will be made on or before March 15th of the year after when such Bonus Yearfor such Bonus Year would otherwise be payable. (iii) If any Employment Term is terminated early by reason of the Executive’s voluntary resignation with Good Reason or by resolution of the Board without Cause, then, subject to the second and third sentences last sentence of Section 2(e)(ivthis section (iii), the Executive shall be entitled to receive only the following: (v) all previously earned and accrued but unpaid Base Salary and vacation time up to the Termination Datedate of the Employment Termination, (w) any Bonus earned by the Executive during any Bonus Year which ended prior to the Termination Date and which has not been paid as of such date, (x) his Base Salary and an amount equal to the Company’s estimate of the cost of the Benefits marked on Exhibit A with an “#” (which estimate shall be based on the amounts incurred by the Company in connection with the provision of such Benefits) for the twelve twelve-month period beginning on the Termination Date with respect to which date of the Executive takes all actions required to continue such BenefitsEmployment Termination; provided, however, that such twelve-month period shall be extended until the date on which the Initial Employment Term would have ended if more than twelve months remained in the Initial Employment Term on the Termination Datedate of the Employment Termination; provided, further, that in lieu of providing such benefits, the Company may elect to pay to the Executive the cost of premiums for such benefits, (yx) an amount equal to the cost of the Benefits referred to in Section 2(c)(ii)(C) hereof for the three three-month period beginning on the date of the Employment Termination, (y) if the date of the Employment Termination Dateis 3 months after the commencement of a Bonus Year, and (z) then a portion of the amount of any target Bonus which would have been earned by the Executive during the such Bonus Year in which such termination occurs determined on a pro rated basis based on the number of days of the applicable Bonus Year prior to the date of the Employment Termination Date as compared to the number of days in such Bonus Year. The compensation , which payment will be made when such Bonus for such Bonus Year would otherwise be payable pursuant and (z) any Bonus earned by the Executive during any Bonus Year which ended prior to this Section 2(e)(iii) shall be paid within 60 days after the Termination Date. In addition, any equity interests held by Executive under a stock or similar plan date of the Company shall vest on the Employment Termination Date. (iv) and which has not been paid as of such date, which payment will be made when such Bonus for such Bonus Year would otherwise be payable. Notwithstanding the these payments or benefits set forth in Sections 2(e)(ii) and 2(e)(iii)benefits, the period for which the Executive is entitled to health care continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended, shall begin to run on the Termination Date and shall not be extended on account date of payments made or reimbursed by the Company pursuant heretoExecutive’s termination. As a condition to receiving any payments pursuant to clauses (w) through (z) of Section this section 2(e)(iii), the Executive shall execute and deliver to the Company a general release (with ancillary covenants not to xxx and other similar standard provisions) of the Company Holdings and its Affiliates and their respective officers, directors and employees from all claims of any kind whatsoever arising out of the Executive’s employment or termination thereof (including without limitation, civil rights claims), in such form as reasonably requested by the Company; provided, however, that the release will not affect any contractual rights the Executive may otherwise have under any stock option plans of the Company Holdings or option agreements thereunder; and provided further that the release shall not apply to any rights to which the Executive is entitled in accordance with plan provisions under any employee benefit plan or fringe benefit plan or program of Holdings or the Company and its Affiliates. In the event the Executive does not execute and deliver such release to the Company before payment is required to be made pursuant to such clauses, the Executive shall forfeit his right to receive any payments pursuant to such clauses. (viv) Except as expressly provided in this Section 2(e), the Executive hereby agrees that upon and after the Termination DateEmployment Termination, no severance compensation of any kind, nature or amount (including by operation of law) shall be payable by Holdings, the Company or any of its their respective Subsidiaries or Affiliates to the Executive and the Executive hereby irrevocably waives any claim for severance compensation of any kind, nature or amount (including by operation of law). (viv) Except as expressly provided in this Section 2(e), upon the Termination DateEmployment Termination, except as required by law, all of the Executive’s rights to Benefits hereunder (if any) shall cease. (viivi) Subject to restrictive covenants contained in Section 5 hereof, the Executive may obtain other engagements or employment after the Termination Datedate of an Employment Termination, and any compensation received or receivable by the Executive shall not reduce any amounts which the Company is required to pay to the Executive pursuant to this Agreement.

Employment Termination. (i) If any Employment Term is terminated early by resolution of the Board with Cause or by reason of the Executive’s voluntary resignation without Good Reason, then the Executive shall be entitled to receive only all previously earned and accrued but unpaid Base Salary and vacation time up to the date of the Employment Termination Date (and not any accrued but unpaid Bonus as of the Termination Datedate of the Employment Termination). (ii) If any Employment Term is terminated early by reason of the Executive’s death or Disability, then the Executive shall be entitled to receive only (x) all previously earned and accrued but unpaid Base Salary and vacation time up to the Termination Date or date of deaththe Employment Termination, (y) if the date of the Employment Termination is 3 months after the commencement of a Bonus Year, then a portion of the Bonus earned by the Executive during the such Bonus Year in which such termination occurs determined on a pro rated basis based on the number of days of the applicable Bonus Year prior to the Termination Date or date of death the Employment Termination as compared to the number of days in such Bonus Year, which payment will be made on or before March 15th of the year after when such Bonus for such Bonus Year would otherwise be payable and (z) any Bonus earned by the Executive during any Bonus Year which ended prior to the Termination Date or date of death the Employment Termination and which has not been paid as of such date, which payment will be made on or before March 15th of the year after when such Bonus Yearfor such Bonus Year would otherwise be payable. (iii) If any Employment Term is terminated early by reason of the Executive’s voluntary resignation with Good Reason or by resolution of the Board without Cause, then, subject to the second and third sentences last sentence of Section 2(e)(ivthis section (iii), the Executive shall be entitled to receive only the following: (v) all previously earned and accrued but unpaid Base Salary and vacation time up to the Termination Datedate of the Employment Termination, (w) any Bonus earned by the Executive during any Bonus Year which ended prior to the Termination Date and which has not been paid as of such date, (x) his Base Salary and an amount equal to the Company’s estimate of the cost of the Benefits marked on Exhibit A with an “#” (which estimate shall be based on the amounts incurred by the Company in connection with the provision of such Benefits) for the twelve twelve-month period beginning on the Termination Date with respect to which date of the Executive takes all actions required to continue such BenefitsEmployment Termination; provided, however, that such twelve-month period shall be extended until the date on which the Initial Employment Term would have ended if more than twelve months remained in the Initial Employment Term on the Termination Datedate of the Employment Termination; provided, further, that in lieu of providing such benefits, the Company may elect to pay to the Executive the cost of premiums for such benefits, (yx) an amount equal to the cost of the Benefits referred to in Section 2(c)(ii)(C) hereof for the three three-month period beginning on the date of the Employment Termination, (y) if the date of the Employment Termination Dateis 3 months after the commencement of a Bonus Year, and (z) then a portion of the amount of any target Bonus which would have been earned by the Executive during the such Bonus Year in which such termination occurs determined on a pro rated basis based on the number of days of the applicable Bonus Year prior to the date of the Employment Termination Date as compared to the number of days in such Bonus Year. The compensation , which payment will be made when such Bonus for such Bonus Year would otherwise be payable pursuant and (z) any Bonus earned by the Executive during any Bonus Year which ended prior to this Section 2(e)(iii) shall be paid within 60 days after the Termination Date. In addition, any equity interests held by Executive under a stock or similar plan date of the Company shall vest on the Employment Termination Date. (iv) and which has not been paid as of such date, which payment will be made when such Bonus for such Bonus Year would otherwise be payable. Notwithstanding the these payments or benefits set forth in Sections 2(e)(ii) and 2(e)(iii)benefits, the period for which the Executive is entitled to health care continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended, shall begin to run on the Termination Date and shall not be extended on account date of payments made or reimbursed by the Company pursuant heretoExecutive’s termination. As a condition to receiving any payments pursuant to clauses (w) through (z) of Section this section 2(e)(iii), the Executive shall execute and deliver to the Company a general release (with ancillary covenants not to xxx and other similar standard provisions) of the Company Holdings and its Affiliates and their respective officers, directors and employees from all claims of any kind whatsoever arising out of the Executive’s employment or termination thereof (including without limitation, civil rights claims), in such form as reasonably requested by the Company; provided, however, that the release will not affect any contractual rights the Executive may otherwise have under any stock option plans of the Company Holdings or option agreements thereunder; and provided further that the release shall not apply to any rights to which the Executive is entitled in accordance with plan provisions under any employee benefit plan or fringe benefit plan or program of Holdings, the Company and its Affiliates. In the event the Executive does not execute and deliver such release to the Company before payment is required to be made pursuant to such clauses, the Executive shall forfeit his right to receive any payments pursuant to such clauses. (viv) Except as expressly provided in this Section 2(e), the Executive hereby agrees that upon and after the Termination DateEmployment Termination, no severance compensation of any kind, nature or amount (including by operation of law) shall be payable by Holdings, the Company Company, CFI or any of its their respective Subsidiaries or Affiliates to the Executive and the Executive hereby irrevocably waives any claim for severance compensation of any kind, nature or amount (including by operation of law). (viv) Except as expressly provided in this Section 2(e), upon the Termination DateEmployment Termination, except as required by law, all of the Executive’s rights to Benefits hereunder (if any) shall cease. (viivi) Subject to restrictive covenants contained in Section 5 hereof, the Executive may obtain other engagements or employment after the Termination Datedate of an Employment Termination, and any compensation received or receivable by the Executive shall not reduce any amounts which the Company is required to pay to the Executive pursuant to this Agreement.

Employment Termination. (i) If any Employment Term is terminated early by resolution of the Board with Cause or by reason of the Executive’s voluntary resignation without Good Reason, then the Executive shall be entitled to receive only all previously earned and accrued but unpaid Base Salary and vacation time up to the Termination Date (and not any accrued but unpaid Bonus as of the Termination Date). (ii) If any Employment Term is terminated early by reason of the Executive’s death or Disability, then the Executive shall be entitled to receive only (x) all previously earned and accrued but unpaid Base Salary and vacation time up to the Termination Date or date of death, (y) if the Termination Date or date of death is 3 months after the commencement of a Bonus Year, then a portion of the Bonus earned by the Executive during the such Bonus Year in which such termination occurs determined on a pro rated basis based on the number of days of the applicable Bonus Year prior to the Termination Date or date of death as compared to the number of days in such Bonus Year, which payment will be made on or before March 15th of the year after when such Bonus for such Bonus Year would otherwise be payable and (z) any Bonus earned by the Executive during any Bonus Year which ended prior to the Termination Date or date of death and which has not been paid as of such date, which payment will be made on or before March 15th of the year after when such Bonus Yearfor such Bonus Year would otherwise be payable. (iii) If Subject to the restrictions or conditions, if any, of any applicable provisions of the United States Code, 11 U.S.C. § 101, et seq. (the “Bankruptcy Code”), if any Employment Term is terminated early by reason of the Executive’s voluntary resignation with Good Reason or by resolution of the Board without Cause, then, subject to the second and third sentences last sentence of Section 2(e)(ivthis section (iii), the Executive shall be entitled to receive only the following: (v) all previously earned and accrued but unpaid Base Salary and vacation time up to the Termination Date, (w) any Bonus earned by the Executive during any Bonus Year which ended prior to the Termination Date and which has not been paid as of such date, (x) his Base Salary and an amount equal to the Company’s estimate of the cost of the Benefits marked on Exhibit A with an “#” (which estimate shall be based on the amounts incurred by the Company in connection with the provision of such Benefits) for the twelve twelve-month period beginning on the Termination Date with respect to which the Executive takes all actions required to continue such BenefitsDate; provided, however, that such twelve-month period shall be extended until the date on which the Initial Employment Term would have ended if more than twelve months remained in the Initial Employment Term on the Termination Date; provided, further, that in lieu of providing such benefits, the Company may elect to pay the Executive the cost of premiums for such benefits, (yx) an amount equal to the cost of the Benefits referred to in Section 2(c)(ii)(C) hereof for the three three-month period beginning on the Termination Date, and (zy) if the amount Termination Date is 3 months after the commencement of any target a Bonus which would have been Year, then a portion of the Bonus earned by the Executive during the such Bonus Year in which such termination occurs determined on a pro rated basis based on the number of days of the applicable Bonus Year prior to the Termination Date as compared to the number of days in such Bonus Year. The compensation , which payment will be made when such Bonus for such Bonus Year would otherwise be payable pursuant and (z) any Bonus earned by the Executive during any Bonus Year which ended prior to this Section 2(e)(iii) shall be paid within 60 days after the Termination DateDate and which has not been paid as of such date, which payment will be made when such Bonus for such Bonus Year would otherwise be payable. In addition, any equity interests held by Executive under a stock or similar plan of the Company shall vest on the Termination Date. (iv) Notwithstanding the these payments or benefits set forth in Sections 2(e)(ii) and 2(e)(iii)benefits, the period for which the Executive is entitled to health care continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended, shall begin to run on the Termination Date and shall not be extended on account of payments made or reimbursed by the Company pursuant hereto. As a condition to receiving any payments pursuant to clauses (w) through (z) of this Section 2(e)(iii), the Executive shall execute and deliver to the Company a general release (with ancillary covenants not to xxx and other similar standard provisions) of the Company and its Affiliates and their respective officers, directors and employees from all claims of any kind whatsoever arising out of the Executive’s employment or termination thereof (including without limitation, civil rights claims), in such form as reasonably requested by the Company; provided, however, that the release will not affect any contractual rights the Executive may otherwise have under any stock option plans of the Company or option agreements thereunder; and provided further that the release shall not apply to any rights to which the Executive is entitled in accordance with plan provisions under any employee benefit plan or fringe benefit plan or program of the Company and its Affiliates. In the event the Executive does not execute and deliver such release to the Company before payment is required to be made pursuant to such clauses, the Executive shall forfeit his right to receive any payments pursuant to such clauses. (viv) Except as expressly provided in this Section 2(e), the Executive hereby agrees that upon and after the Termination Date, no severance compensation of any kind, nature or amount (including by operation of law) shall be payable by the Company or any of its Subsidiaries or Affiliates to the Executive and the Executive hereby irrevocably waives any claim for severance compensation of any kind, nature or amount (including by operation of law). (viv) Except as expressly provided in this Section 2(e), upon the Termination Date, except as required by law, all of the Executive’s rights to Benefits hereunder (if any) shall cease. (viivi) Subject to restrictive covenants contained in Section 5 hereof, the Executive may obtain other engagements or employment after the Termination Date, and any compensation received or receivable by the Executive shall not reduce any amounts which the Company is required to pay to the Executive pursuant to this Agreement.

Employment Termination. (i) If any Employment Term is terminated early by resolution of the Board with Cause or by reason of the Executive’s 's voluntary resignation without Good Reason, then the Executive shall be entitled to receive only all previously earned and accrued but unpaid Base Salary and vacation time up to the date of the Employment Termination Date (and not any accrued but unpaid Bonus as of the Termination Datedate of the Employment Termination). (ii) If any Employment Term is terminated early by reason of the Executive’s 's death or Disability, then the Executive shall be entitled to receive only (x) all previously earned and accrued but unpaid Base Salary and vacation time up to the Termination Date or date of deaththe Employment Termination, (y) if the date of the Employment Termination is 3 months after the commencement of a Bonus Year, then a portion of the Bonus earned by the Executive during the such Bonus Year in which such termination occurs determined on a pro rated basis based on the number of days of the applicable Bonus Year prior to the Termination Date or date of death the Employment Termination as compared to the number of days in such Bonus Year, which payment will be made on or before March 15th of the year after when such Bonus for such Bonus Year would otherwise be payable and (z) any Bonus earned by the Executive during any Bonus Year which ended prior to the Termination Date or date of death the Employment Termination and which has not been paid as of such date, which payment will be made on or before March 15th of the year after when such Bonus Yearfor such Bonus Year would otherwise be payable. (iii) If any Employment Term is terminated early by reason of the Executive’s 's voluntary resignation with Good Reason or by resolution of the Board without Cause, then, subject to the second and third sentences last sentence of Section 2(e)(ivthis section (iii), the Executive shall be entitled to receive only the following: (v) all previously earned and accrued but unpaid Base Salary and vacation time up to the Termination Datedate of the Employment Termination, (w) any Bonus earned by the Executive during any Bonus Year which ended prior to the Termination Date and which has not been paid as of such date, (x) his Base Salary and an amount equal to the Company’s estimate of the cost of the Benefits marked on Exhibit A with an “"#” (which estimate shall be based on the amounts incurred by the Company in connection with the provision of such Benefits) " for the twelve twelve-month period beginning on the Termination Date with respect to which date of the Executive takes all actions required to continue such BenefitsEmployment Termination; provided, however, that such twelve-month period shall be extended until the date on which the Initial Employment Term would have ended if more than twelve months remained in the Initial Employment Term on the Termination Datedate of the Employment Termination; provided, further, that in lieu of providing such benefits, the Company may elect to pay to the Executive the cost of premiums for such benefits, (yx) an amount equal to the cost of the Benefits referred to in Section 2(c)(ii)(C) hereof for the three three-month period beginning on the date of the Employment Termination, (y) if the date of the Employment Termination Dateis 3 months after the commencement of a Bonus Year, and (z) then a portion of the amount of any target Bonus which would have been earned by the Executive during the such Bonus Year in which such termination occurs determined on a pro rated basis based on the number of days of the applicable Bonus Year prior to the date of the Employment Termination Date as compared to the number of days in such Bonus Year. The compensation , which payment will be made when such Bonus for such Bonus Year would otherwise be payable pursuant and (z) any Bonus earned by the Executive during any Bonus Year which ended prior to this Section 2(e)(iii) shall be paid within 60 days after the Termination Date. In addition, any equity interests held by Executive under a stock or similar plan date of the Company shall vest on the Employment Termination Date. (iv) and which has not been paid as of such date, which payment will be made when such Bonus for such Bonus Year would otherwise be payable. Notwithstanding the these payments or benefits set forth in Sections 2(e)(ii) and 2(e)(iii)benefits, the period for which the Executive is entitled to health care continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended, shall begin to run on the Termination Date and shall not be extended on account date of payments made or reimbursed by the Company pursuant heretoExecutive's termination. As a condition to receiving any payments pursuant to clauses (w) through (z) of Section this section 2(e)(iii), the Executive shall execute and deliver to the Company a general release (with ancillary covenants not to xxx and other similar standard provisions) of the Company Holdings and its Affiliates and their respective officers, directors and employees from all claims of any kind whatsoever arising out of the Executive’s 's employment or termination thereof (including without limitation, civil rights claims), in such form as reasonably requested by the Company; provided, however, that the release will not affect any contractual rights the Executive may otherwise have under any stock option plans of the Company Holdings or option agreements thereunder; and provided further that the release shall not apply to any rights to which the Executive is entitled in accordance with plan provisions under any employee benefit plan or fringe benefit plan or program of Holdings or the Company and its Affiliates. In the event the Executive does not execute and deliver such release to the Company before payment is required to be made pursuant to such clauses, the Executive shall forfeit his right to receive any payments pursuant to such clauses. (viv) Except as expressly provided in this Section 2(e), the Executive hereby agrees that upon and after the Termination DateEmployment Termination, no severance compensation of any kind, nature or amount (including by operation of law) shall be payable by Holdings, the Company or any of its their respective Subsidiaries or Affiliates to the Executive and the Executive hereby irrevocably waives any claim for severance compensation of any kind, nature or amount (including by operation of law). (viv) Except as expressly provided in this Section 2(e), upon the Termination DateEmployment Termination, except as required by law, all of the Executive’s 's rights to Benefits hereunder (if any) shall cease. (viivi) Subject to restrictive covenants contained in Section 5 hereof, the Executive may obtain other engagements or employment after the Termination Datedate of an Employment Termination, and any compensation received or receivable by the Executive shall not reduce any amounts which the Company is required to pay to the Executive pursuant to this Agreement.

Employment Termination. (i) If any Employment Term is terminated early by resolution of the Board with Cause or by reason of the Executive’s 's voluntary resignation without Good Reason, then the Executive shall be entitled to receive only all previously earned and accrued but unpaid Base Salary and vacation time up to the date of the Employment Termination Date (and not any accrued but unpaid Bonus as of the Termination Datedate of the Employment Termination). (ii) If any Employment Term is terminated early by reason of the Executive’s 's death or Disability, then the Executive shall be entitled to receive only (x) all previously earned and accrued but unpaid Base Salary and vacation time up to the Termination Date or date of deaththe Employment Termination, (y) if the date of the Employment Termination is 3 months after the commencement of a Bonus Year, then a portion of the Bonus earned by the Executive during the such Bonus Year in which such termination occurs determined on a pro rated basis based on the number of days of the applicable Bonus Year prior to the Termination Date or date of death the Employment Termination as compared to the number of days in such Bonus Year, which payment will be made on or before March 15th of the year after when such Bonus for such Bonus Year would otherwise be payable and (z) any Bonus earned by the Executive during any Bonus Year which ended prior to the Termination Date or date of death the Employment Termination and which has not been paid as of such date, which payment will be made on or before March 15th of the year after when such Bonus Yearfor such Bonus Year would otherwise be payable. (iii) If any Employment Term is terminated early by reason of the Executive’s 's voluntary resignation with Good Reason or by resolution of the Board without Cause, then, subject to the second and third sentences last sentence of Section 2(e)(ivthis section (iii), the Executive shall be entitled to receive only the following: (v) all previously earned and accrued but unpaid Base Salary and vacation time up to the Termination Datedate of the Employment Termination, (w) any Bonus earned by the Executive during any Bonus Year which ended prior to the Termination Date and which has not been paid as of such date, (x) his Base Salary and an amount equal to the Company’s estimate of the cost of the Benefits marked on Exhibit A with an “"#” (which estimate shall be based on the amounts incurred by the Company in connection with the provision of such Benefits) " for the twelve twelve-month period beginning on the Termination Date with respect to which date of the Executive takes all actions required to continue such BenefitsEmployment Termination; provided, however, that such twelve-month period shall be extended until the date on which the Initial Employment Term would have ended if more than twelve months remained in the Initial Employment Term on the Termination Date; provided, further, that in lieu of providing such benefits, the Company may elect to pay to the Executive the cost of premiums for such benefits, (yx) an amount equal to the cost of the Benefits referred to in Section 2(c)(ii)(C) hereof marked on Exhibit A with a "+" for the three three-month period beginning on the date of the Employment Termination, (y) if the date of the Employment Termination Dateis 3 months after the commencement of a Bonus Year, and (z) then a portion of the amount of any target Bonus which would have been earned by the Executive during the such Bonus Year in which such termination occurs determined on a pro rated basis based on the number of days of the applicable Bonus Year prior to the date of the Employment Termination Date as compared to the number of days in such Bonus Year. The compensation , which payment will be made when such Bonus for such Bonus Year would otherwise be payable pursuant and (z) any Bonus earned by the Executive during any Bonus Year which ended prior to this Section 2(e)(iii) shall be paid within 60 days after the Termination Date. In addition, any equity interests held by Executive under a stock or similar plan date of the Company shall vest on the Employment Termination Date. (iv) and which has not been paid as of such date, which payment will be made when such Bonus for such Bonus Year would otherwise be payable. Notwithstanding the these payments or benefits set forth in Sections 2(e)(ii) and 2(e)(iii)benefits, the period for which the Executive is entitled to health care continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended, shall begin to run on the Termination Date and shall not be extended on account date of payments made or reimbursed by the Company pursuant hereto. As a condition to receiving any payments pursuant to clauses (w) through (z) of Section 2(e)(iii), the Executive shall execute and deliver to the Company a general release (with ancillary covenants not to xxx and other similar standard provisions) of the Company and its Affiliates and their respective officers, directors and employees from all claims of any kind whatsoever arising out of the Executive’s employment or termination thereof (including without limitation, civil rights claims), in such form as reasonably requested by the Company; provided, however, that the release will not affect any contractual rights the Executive may otherwise have under any stock option plans of the Company or option agreements thereunder; and provided further that the release shall not apply to any rights to which the Executive is entitled in accordance with plan provisions under any employee benefit plan or fringe benefit plan or program of the Company and its Affiliates. In the event the Executive does not execute and deliver such release to the Company before payment is required to be made pursuant to such clauses, the Executive shall forfeit his right to receive any payments pursuant to such clauses. (v) Except as expressly provided in this Section 2(e), the Executive hereby agrees that upon and after the Termination Date, no severance compensation of any kind, nature or amount (including by operation of law) shall be payable by the Company or any of its Subsidiaries or Affiliates to the Executive and the Executive hereby irrevocably waives any claim for severance compensation of any kind, nature or amount (including by operation of law). (vi) Except as expressly provided in this Section 2(e), upon the Termination Date, except as required by law, all of the Executive’s rights to Benefits hereunder (if any) shall cease. (vii) Subject to restrictive covenants contained in Section 5 hereof, the Executive may obtain other engagements or employment after the Termination Date, and any compensation received or receivable by the Executive shall not reduce any amounts which the Company is required to pay to the Executive pursuant to this Agreement.the

Employment Termination. (i) If any Employment Term is terminated early by resolution of the Board with Cause or by reason of the Executive’s voluntary resignation without Good Reason, then the Executive shall be entitled to receive only all previously earned and accrued but unpaid Base Salary and vacation time up to the Termination Date (and not any accrued but unpaid Bonus as of the Termination Date). (ii) If any Employment Term is terminated early by reason of the Executive’s death or Disability, then the Executive shall be entitled to receive only (x) all previously earned and accrued but unpaid Base Salary and vacation time up to the Termination Date or date of death, (y) if the Termination Date or date of death is 3 months after the commencement of a Bonus Year, then a portion of the Bonus earned by the Executive during the such Bonus Year in which such termination occurs determined on a pro rated basis based on the number of days of the applicable Bonus Year prior to the Termination Date or date of death as compared to the number of days in such Bonus Year, which payment will be made on or before March 15th of the year after when such Bonus for such Bonus Year would otherwise be payable and (z) any Bonus earned by the Executive during any Bonus Year which ended prior to the Termination Date or date of death and which has not been paid as of such date, which payment will be made on or before March 15th of the year after when such Bonus Yearfor such Bonus Year would otherwise be payable. (iii) If any Employment Term is terminated early by reason of the Executive’s voluntary resignation with Good Reason or by resolution of the Board without Cause, then, subject to the second last sentence of this section (iii) and third sentences of to the limitations in Section 2(e)(iv)2(e)(vii) below, the Executive shall be entitled to receive only the following: (v) all previously earned and accrued but unpaid Base Salary and vacation time up to the Termination Date, (w) any Bonus earned by the Executive during any Bonus Year which ended prior to the Termination Date and which has not been paid as of such date, (x) his Base Salary and an amount equal to the Company’s estimate of reimbursement for the cost of the Benefits marked on Exhibit A with an “#” (which estimate shall be based on the amounts incurred by the Company in connection with the provision of such Benefits) for the twelve twelve-month period beginning on the Termination Date with respect to which the Executive takes all actions required to continue such Benefits; provided, however, that such twelve-month period shall be extended until the date on which the Initial Employment Term would have ended if more than twelve months remained in the Initial Employment Term on the Termination Date; provided, further, that in lieu of providing such benefits, the Company may elect to pay to the Executive the cost of premiums for such benefits, (yx) an amount equal to reimbursement for the cost of the Benefits referred to in Section 2(c)(ii)(C) hereof for the three three-month period beginning on the Termination Date, and (zy) if the amount Termination Date is 3 months after the commencement of any target a Bonus which would have been Year, then a portion of the Bonus earned by the Executive during the such Bonus Year in which such termination occurs determined on a pro rated basis based on the number of days of the applicable Bonus Year prior to the Termination Date as compared to the number of days in such Bonus Year. The compensation , which payment will be made when such Bonus for such Bonus Year would otherwise be payable pursuant and (z) any Bonus earned by the Executive during any Bonus Year which ended prior to this Section 2(e)(iii) shall be paid within 60 days after the Termination DateDate and which has not been paid as of such date, which payment will be made when such Bonus for such Bonus Year would otherwise be payable. In addition, any equity interests held by Executive under a stock or similar plan of the Company shall vest on the Termination Date. (iv) Notwithstanding the these payments or benefits set forth in Sections 2(e)(ii) and 2(e)(iii)benefits, the period for which the Executive is entitled to health care continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended, shall begin to run on the Termination Date and shall not be extended on account of payments made or reimbursed by the Company pursuant hereto. As a condition to receiving any payments pursuant to clauses (w) through (z) of this Section 2(e)(iii), the Executive shall execute and deliver to the Company a general release (with ancillary covenants not to xxx and other similar standard provisions) of the Company and its Affiliates and their respective officers, directors and employees from all claims of any kind whatsoever arising out of the Executive’s employment or termination thereof (including without limitation, civil rights claims), in such form as reasonably requested by the Company; provided, however, that the release will not affect any contractual rights the Executive may otherwise have under any stock option plans of the Company or option agreements thereunder; and provided further that the release shall not apply to any rights to which the Executive is entitled in accordance with plan provisions under any employee benefit plan or fringe benefit plan or program of the Company and its Affiliates. In the event the Executive does not execute and deliver such release to the Company before payment is required to be made pursuant to such clauses, the Executive shall forfeit his right to receive any payments pursuant to such clauses. (viv) Except as expressly provided in this Section 2(e), the Executive hereby agrees that upon and after the Termination Date, no severance compensation of any kind, nature or amount (including by operation of law) shall be payable by the Company or any of its Subsidiaries or Affiliates to the Executive and the Executive hereby irrevocably waives any claim for severance compensation of any kind, nature or amount (including by operation of law). (viv) Except as expressly provided in this Section 2(e), upon the Termination Date, except as required by law, all of the Executive’s rights to Benefits hereunder (if any) shall cease. (viivi) Subject to restrictive covenants contained in Section 5 hereof, the Executive may obtain other engagements or employment after the Termination Date, and any compensation received or receivable by the Executive shall not reduce any amounts which the Company is required to pay to the Executive pursuant to this Agreement. (vii) Anything in this Section 2(e) or any other provision in this Agreement to the contrary notwithstanding and subject to the Executive’s execution and delivery of the general release referred to in Section 2(e)(iii) above, no payments shall be made by the Company to the Executive pursuant to Section 2(e)(iii) above prior to the first business day after the six-month anniversary of the Termination Date. The provisions of this Section 2(e) are intended to comply with Section 409A of the Code and applicable regulations and Treasury guidance with respect to such Section 409A. As a result, the provisions of this Section 2(e) shall be construed to effect the intent of such Section 409A and applicable regulations and Treasury guidance with respect to such Section 409A.

Employment Termination. (i) If any Employment Term is terminated early by resolution of the Board with Cause or by reason of the Executive’s 's voluntary resignation without Good Reason, then the Executive shall be entitled to receive only all previously earned and accrued but unpaid Base Salary and vacation time up to the date of the Employment Termination Date (and not any accrued but unpaid Bonus as of the Termination Datedate of the Employment Termination). (ii) If any Employment Term is terminated early by reason of the Executive’s 's death or Disability, then the Executive shall be entitled to receive only (x) all previously earned and accrued but unpaid Base Salary and vacation time up to the Termination Date or date of deaththe Employment Termination, (y) if the date of the Employment Termination is 3 months after the commencement of a Bonus Year, then a portion of the Bonus earned by the Executive during the such Bonus Year in which such termination occurs determined on a pro rated basis based on the number of days of the applicable Bonus Year prior to the Termination Date or date of death the Employment Termination as compared to the number of days in such Bonus Year, which payment will be made on or before March 15th of the year after when such Bonus for such Bonus Year would otherwise be payable and (z) any Bonus earned by the Executive during any Bonus Year which ended prior to the Termination Date or date of death the Employment Termination and which has not been paid as of such date, which payment will be made on or before March 15th of the year after when such Bonus Yearfor such Bonus Year would otherwise be payable. (iii) If any Employment Term is terminated early by reason of the Executive’s 's voluntary resignation with Good Reason or by resolution of the Board without Cause, then, subject to the second and third sentences last sentence of Section 2(e)(ivthis section (iii), the Executive shall be entitled to receive only the following: (v) all previously earned and accrued but unpaid Base Salary and vacation time up to the Termination Datedate of the Employment Termination, (w) any Bonus earned by the Executive during any Bonus Year which ended prior to the Termination Date and which has not been paid as of such date, (x) his Base Salary and an amount equal to the Company’s estimate of the cost of the Benefits marked on Exhibit A with an “"#” (which estimate shall be based on the amounts incurred by the Company in connection with the provision of such Benefits) " for the twelve twelve-month period beginning on the Termination Date with respect to which date of the Executive takes all actions required to continue such BenefitsEmployment Termination; provided, however, that such twelve-month period shall be extended until the date on which the Initial Employment Term would have ended if more than twelve months remained in the Initial Employment Term on the Termination Datedate of the Employment Termination; provided, further, that in lieu of providing such benefits, the Company may elect to pay to the Executive the cost of premiums for such benefits, (yx) an amount equal to the cost of the Benefits referred to in Section 2(c)(ii)(C) hereof for the three three-month period beginning on the date of the Employment Termination, (y) if the date of the Employment Termination Dateis 3 months after the commencement of a Bonus Year, and (z) then a portion of the amount of any target Bonus which would have been earned by the Executive during the such Bonus Year in which such termination occurs determined on a pro rated basis based on the number of days of the applicable Bonus Year prior to the date of the Employment Termination Date as compared to the number of days in such Bonus Year. The compensation , which payment will be made when such Bonus for such Bonus Year would otherwise be payable pursuant and (z) any Bonus earned by the Executive during any Bonus Year which ended prior to this Section 2(e)(iii) shall be paid within 60 days after the Termination Date. In addition, any equity interests held by Executive under a stock or similar plan date of the Company shall vest on the Employment Termination Date. (iv) and which has not been paid as of such date, which payment will be made when such Bonus for such Bonus Year would otherwise be payable. Notwithstanding the these payments or benefits set forth in Sections 2(e)(ii) and 2(e)(iii)benefits, the period for which the Executive is entitled to health care continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended, shall begin to run on the Termination Date and shall not be extended on account date of payments made or reimbursed by the Company pursuant heretoExecutive's termination. As a condition to receiving any payments pursuant to clauses (w) through (z) of Section this section 2(e)(iii), the Executive shall execute and deliver to the Company a general release (with ancillary covenants not to xxx sue and other similar standard provisions) of the Company and Holdings axx its Affiliates and their respective officers, directors and employees from all claims of any kind whatsoever arising out of the Executive’s 's employment or termination thereof (including without limitation, civil rights claims), in such form as reasonably requested by the Company; provided, however, that the release will not affect any contractual rights the Executive may otherwise have under any stock option plans of the Company Holdings or option agreements thereunder; and provided further that the release shall not apply to any rights to which the Executive is entitled in accordance with plan provisions under any employee benefit plan or fringe benefit plan or program of Holdings or the Company and its Affiliates. In the event the Executive does not execute and deliver such release to the Company before payment is required to be made pursuant to such clauses, the Executive shall forfeit his right to receive any payments pursuant to such clauses. (viv) Except as expressly provided in this Section 2(e), the Executive hereby agrees that upon and after the Termination DateEmployment Termination, no severance compensation of any kind, nature or amount (including by operation of law) shall be payable by Holdings, the Company or any of its their respective Subsidiaries or Affiliates to the Executive and the Executive hereby irrevocably waives any claim for severance compensation of any kind, nature or amount (including by operation of law). (viv) Except as expressly provided in this Section 2(e), upon the Termination DateEmployment Termination, except as required by law, all of the Executive’s 's rights to Benefits hereunder (if any) shall cease. (viivi) Subject to restrictive covenants contained in Section 5 hereof, the Executive may obtain other engagements or employment after the Termination Datedate of an Employment Termination, and any compensation received or receivable by the Executive shall not reduce any amounts which the Company is required to pay to the Executive pursuant to this Agreement.

Employment Termination. (i) If any the Employment Term Period is terminated early by resolution of the Board with Cause Cause, by reason of the Executive's death or disability or by reason of the Executive’s 's voluntary resignation without other than for Good Reason, then the Executive shall be entitled to receive only all previously earned and accrued but unpaid Base Salary and vacation time up to the Termination Date (and not any accrued but unpaid Bonus as date of the Termination Date)Employment Termination. (ii) If any the Employment Term Period is terminated early by reason of the Executive’s death 's resignation with Good Reason or Disabilityby resolution of the Board without Cause, then then, subject to Section 2(e)(iii), the Executive shall be entitled to receive only receive: (x) all previously earned and accrued but unpaid Base Salary and vacation time up to the Termination Date or date of deaththe Employment Termination, (y) a portion lump sum amount equal to the amount of Base Salary the Executive would have earned after the date of Employment Termination until the third anniversary of the Bonus earned by the Executive during the Bonus Year in which date hereof, but for such termination occurs determined on a pro rated basis based on the number of days of the applicable Bonus Year prior to the Employment Termination Date or date of death as compared to the number of days in such Bonus Year, which payment will be made on or before March 15th of the year after such Bonus Year and (z) any Bonus earned by the Executive during any Bonus Year which ended prior to the Termination Date or date of death and which has not been paid as of such date, which payment will be made on or before March 15th of the year after such Bonus Year. (iii) If any Employment Term is terminated early by reason of the Executive’s voluntary resignation with Good Reason or by resolution of the Board without Cause, then, subject to the second and third sentences of Section 2(e)(iv), the Executive shall be entitled to receive only the following: (v) all previously earned and accrued but unpaid Base Salary and vacation time up to the Termination Date, (w) any Bonus earned by the Executive during any Bonus Year which ended prior to the Termination Date and which has not been paid as of such date, (x) his Base Salary and an amount equal to the Company’s estimate of the cost of the Benefits marked on Exhibit A with an “#” (which estimate shall be based on until the amounts incurred by third anniversary of the Company in connection with the provision of such Benefits) for the twelve month period beginning on the Termination Date with respect to which the Executive takes all actions required to continue such Benefitsdate hereof; provided, however, that such twelve-month period shall be extended until the date on which the Initial Employment Term would have ended if more than twelve months remained in the Initial Employment Term on the Termination Date; provided, further, that in lieu of providing such benefitsBenefits, the Company may elect to pay to the Executive the cost of premiums for such benefitsBenefits; provided, (y) an amount equal further, that the Executive can obtain such Benefits at such cost or the policy or policies with respect to such Benefits have been validly assigned to the cost of the Benefits referred to in Section 2(c)(ii)(C) hereof for the three month period beginning on the Termination Date, and (z) the amount of any target Bonus which would have been earned by the Executive during the Bonus Year in which such termination occurs determined on a pro rated basis based on the number of days of the applicable Bonus Year prior to the Termination Date as compared to the number of days in such Bonus YearExecutive. The compensation payable pursuant to this Section 2(e)(iii) shall be paid within 60 days after the Termination Date. In addition, any equity interests held by Executive under a stock or similar plan of the Company shall vest on the Termination Date. (iv) Notwithstanding the these payments or benefits set forth in Sections 2(e)(ii) and 2(e)(iii)benefits, the period for which the Executive is entitled to health care continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended, shall begin to run on the Termination Date and shall not be extended on account date of payments made or reimbursed by the Company pursuant hereto. Employment Termination. (iii) As a condition to receiving any payments pursuant to clauses (w) through (z) of Section 2(e)(iii2(e)(ii), the Executive shall execute and deliver to the Company a general release (with ancillary covenants not to xxx sue and other similar standard provisions) of the Company and its Affiliates Afxxxiates and their respective officers, directors and employees from all claims of any kind whatsoever arising out of the Executive’s 's employment or termination thereof (including without limitation, civil rights claims), in such form as reasonably requested by the Company; provided, however, that the release will not affect any contractual rights (A) the Executive may otherwise have under any stock option plans Section 2(e)(ii) of this Agreement, the Company Repurchase Agreement, the Acquisition Agreement dated the date hereof by and among Consolidated Fabricators, Inc. ("CFI"), GEEG, Seller and the other stockholder of CFI or option agreements thereunder; and provided further that the release shall not apply promissory note issued by CFI to any rights Seller on the date hereof or (B) to which the Executive is entitled in accordance with plan provisions under any employee benefit plan or fringe benefit plan or program of the Company and its Affiliates. In the event the Executive does not execute and deliver such release to the Company before payment is required to be made pursuant to such clauses, the Executive shall forfeit his right to receive any payments pursuant to such clausesGlobal Energy Group Members. (viv) Except as expressly provided in this Section 2(e), the Executive hereby agrees that upon and after the Termination DateEmployment Termination, no severance compensation of any kind, nature or amount (including by operation of law) shall be payable by the Company or any of its their respective Subsidiaries or Affiliates to the Executive and the Executive hereby irrevocably waives any claim for severance compensation of any kind, nature or amount (including by operation of law). (viv) Except as expressly provided in this Section 2(e), upon the Termination DateEmployment Termination, except as required by law, all of the Executive’s 's rights to Benefits hereunder (if any) shall cease. (vii) Subject to restrictive covenants contained in Section 5 hereof, the Executive may obtain other engagements or employment after the Termination Date, and any compensation received or receivable by the Executive shall not reduce any amounts which the Company is required to pay to the Executive pursuant to this Agreement.

Employment Termination. (i) If any Employment Term is terminated early by resolution of the Board with Cause or by reason of the Executive’s 's voluntary resignation without Good Reason, then the Executive shall be entitled to receive only all previously earned and accrued but unpaid Base Salary and vacation time up to the date of the Employment Termination Date (and not any accrued but unpaid Bonus as of the Termination Datedate of the Employment Termination). (ii) If any Employment Term is terminated early by reason of the Executive’s 's death or Disability, then the Executive shall be entitled to receive only (x) all previously earned and accrued but unpaid Base Salary and vacation time up to the Termination Date or date of deaththe Employment Termination, (y) if the date of the Employment Termination is 3 months after the commencement of a Bonus Year, then a portion of the Bonus earned by the Executive during the such Bonus Year in which such termination occurs determined on a pro rated basis based on the number of days of the applicable Bonus Year prior to the Termination Date or date of death the Employment Termination as compared to the number of days in such Bonus Year, which payment will be made on or before March 15th of the year after when such Bonus for such Bonus Year would otherwise be payable and (z) any Bonus earned by the Executive during any Bonus Year which ended prior to the Termination Date or date of death the Employment Termination and which has not been paid as of such date, which payment will be made on or before March 15th of the year after when such Bonus Yearfor such Bonus Year would otherwise be payable. (iii) If any Employment Term is terminated early by reason of the Executive’s 's voluntary resignation with Good Reason or by resolution of the Board without Cause, then, subject to the second and third sentences last sentence of Section 2(e)(ivthis section (iii), the Executive shall be entitled to receive only the following: (v) all previously earned and accrued but unpaid Base Salary and vacation time up to the Termination Datedate of the Employment Termination, (w) any Bonus earned by the Executive during any Bonus Year which ended prior to the Termination Date and which has not been paid as of such date, (x) his Base Salary and an amount equal to the Company’s estimate of the cost of the Benefits marked on Exhibit A with an “"#” (which estimate shall be based on the amounts incurred by the Company in connection with the provision of such Benefits) " for the twelve twelve-month period beginning on the Termination Date with respect to which date of the Executive takes all actions required to continue such BenefitsEmployment Termination; provided, however, that such twelve-month period shall be extended until the date on which the Initial Employment Term would have ended if more than twelve months remained in the Initial Employment Term on the Termination Date; provided, further, that in lieu of providing such benefits, the Company may elect to pay to the Executive the cost of premiums for such benefits, (yx) an amount equal to the cost of the Benefits referred to in Section 2(c)(ii)(C) hereof marked on Exhibit A with a "+" for the three three-month period beginning on the date of the Employment Termination, (y) if the date of the Employment Termination Dateis 3 months after the commencement of a Bonus Year, and (z) then a portion of the amount of any target Bonus which would have been earned by the Executive during the such Bonus Year in which such termination occurs determined on a pro rated basis based on the number of days of the applicable Bonus Year prior to the date of the Employment Termination Date as compared to the number of days in such Bonus Year. The compensation , which payment will be made when such Bonus for such Bonus Year would otherwise be payable pursuant and (z) any Bonus earned by the Executive during any Bonus Year which ended prior to this Section 2(e)(iii) shall be paid within 60 days after the Termination Date. In addition, any equity interests held by Executive under a stock or similar plan date of the Company shall vest on the Employment Termination Date. (iv) and which has not been paid as of such date, which payment will be made when such Bonus for such Bonus Year would otherwise be payable. Notwithstanding the these payments or benefits set forth in Sections 2(e)(ii) and 2(e)(iii)benefits, the period for which the Executive is entitled to health care continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended, shall begin to run on the Termination Date and shall not be extended on account date of payments made or reimbursed by the Company pursuant heretoExecutive's termination. As a condition to receiving any payments pursuant to clauses (w) through (z) of Section this section 2(e)(iii), the Executive shall execute and deliver to the Company a general release (with ancillary covenants not to sue xxx and other similar standard provisions) of the Company and its Affiliates and their respective officers, directors and employees from all claims of any kind whatsoever arising out of the Executive’s employment or termination thereof (including without limitation, civil rights claims), in such form as reasonably requested by the Company; provided, however, that the release will not affect any contractual rights the Executive may otherwise have under any stock option plans of the Company or option agreements thereunder; and provided further that the release shall not apply to any rights to which the Executive is entitled in accordance with plan provisions under any employee benefit plan or fringe benefit plan or program of the Company and its Affiliates. In the event the Executive does not execute and deliver such release to the Company before payment is required to be made pursuant to such clauses, the Executive shall forfeit his right to receive any payments pursuant to such clauses.and (viv) Except as expressly provided in this Section 2(e), the Executive hereby agrees that upon and after the Termination DateEmployment Termination, no severance compensation of any kind, nature or amount (including by operation of law) shall be payable by Holdings, the Company or any of its their respective Subsidiaries or Affiliates to the Executive and the Executive hereby irrevocably waives any claim for severance compensation of any kind, nature or amount (including by operation of law). (viv) Except as expressly provided in this Section 2(e), upon the Termination DateEmployment Termination, except as required by law, all of the Executive’s 's rights to Benefits hereunder (if any) shall cease. (viivi) Subject to restrictive covenants contained in Section 5 hereof5, the Executive may obtain other engagements or employment after the Termination Datedate of an Employment Termination, and any compensation received or receivable by the Executive shall not reduce any amounts which the Company is required to pay to the Executive pursuant to this Agreement.

Employment Termination. (i) If any Employment Term is terminated early by resolution of the Board with Cause or by reason of the Executive’s voluntary resignation without Good Reason, then the Executive shall be entitled to receive only all previously earned and accrued but unpaid Base Salary and vacation time up to the date of the Employment Termination Date (and not any accrued but unpaid Bonus as of the Termination Datedate of the Employment Termination). (ii) If any Employment Term is terminated early by reason of the Executive’s death or Disability, then the Executive shall be entitled to receive only (x) all previously earned and accrued but unpaid Base Salary and vacation time up to the Termination Date or date of deaththe Employment Termination, (y) if the date of the Employment Termination is 3 months after the commencement of a Bonus Year, then a portion of the Bonus earned by the Executive during the such Bonus Year in which such termination occurs determined on a pro rated basis based on the number of days of the applicable Bonus Year prior to the Termination Date or date of death the Employment Termination as compared to the number of days in such Bonus Year, which payment will be made on or before March 15th of the year after when such Bonus for such Bonus Year would otherwise be payable and (z) any Bonus earned by the Executive during any Bonus Year which ended prior to the Termination Date or date of death the Employment Termination and which has not been paid as of such date, which payment will be made on or before March 15th of the year after when such Bonus Yearfor such Bonus Year would otherwise be payable. (iii) If any Employment Term is terminated early by reason of the Executive’s voluntary resignation with Good Reason or by resolution of the Board without Cause, then, subject to the second and third sentences last sentence of Section 2(e)(ivthis section (iii), the Executive shall be entitled to receive only the following: (v) all previously earned and accrued but unpaid Base Salary and vacation time up to the Termination Datedate of the Employment Termination, (w) any Bonus earned by the Executive during any Bonus Year which ended prior to the Termination Date and which has not been paid as of such date, (x) his her Base Salary and an amount equal to the Company’s estimate of the cost of the Benefits marked on Exhibit A with an “#” (which estimate shall be based on the amounts incurred by the Company in connection with the provision of such Benefits) for the twelve twelve-month period beginning on the Termination Date with respect to which date of the Executive takes all actions required to continue such BenefitsEmployment Termination; provided, however, that such twelve-month period shall be extended until the date on which the Initial Employment Term would have ended if more than twelve months remained in the Initial Employment Term on the Termination Datedate of the Employment Termination; provided, further, that in lieu of providing such benefits, the Company may elect to pay to the Executive the cost of premiums for such benefits, (yx) an amount equal to the cost of the Benefits referred to in Section 2(c)(ii)(C) hereof for the three three-month period beginning on the date of the Employment Termination, (y) if the date of the Employment Termination Dateis 3 months after the commencement of a Bonus Year, and (z) then a portion of the amount of any target Bonus which would have been earned by the Executive during the such Bonus Year in which such termination occurs determined on a pro rated basis based on the number of days of the applicable Bonus Year prior to the date of the Employment Termination Date as compared to the number of days in such Bonus Year. The compensation , which payment will be made when such Bonus for such Bonus Year would otherwise be payable pursuant and (z) any Bonus earned by the Executive during any Bonus Year which ended prior to this Section 2(e)(iii) shall be paid within 60 days after the Termination Date. In addition, any equity interests held by Executive under a stock or similar plan date of the Company shall vest on the Employment Termination Date. (iv) and which has not been paid as of such date, which payment will be made when such Bonus for such Bonus Year would otherwise be payable. Notwithstanding the these payments or benefits set forth in Sections 2(e)(ii) and 2(e)(iii)benefits, the period for which the Executive is entitled to health care continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended, shall begin to run on the Termination Date and shall not be extended on account date of payments made or reimbursed by the Company pursuant heretoExecutive’s termination. As a condition to receiving any payments pursuant to clauses (w) through (z) of Section this section 2(e)(iii), the Executive shall execute and deliver to the Company a general release (with ancillary covenants not to xxx and other similar standard provisions) of the Company and its Affiliates and their respective officers, directors and employees from all claims of any kind whatsoever arising out of the Executive’s employment or termination thereof (including without limitation, civil rights claims), in such form as reasonably requested by the Company; provided, however, that the release will not affect any contractual rights the Executive may otherwise have under any stock option plans of the Company or option agreements thereunder; and provided further that the release shall not apply to any rights to which the Executive is entitled in accordance with plan provisions under any employee benefit plan or fringe benefit plan or program of the Company and its Affiliates. In the event the Executive does not execute and deliver such release to the Company before payment is required to be made pursuant to such clauses, the Executive shall forfeit his right to receive any payments pursuant to such clauses. (viv) Except as expressly provided in this Section 2(e), the Executive hereby agrees that upon and after the Termination DateEmployment Termination, no severance compensation of any kind, nature or amount (including by operation of law) shall be payable by the Company or any of its Subsidiaries or Affiliates to the Executive and the Executive hereby irrevocably waives any claim for severance compensation of any kind, nature or amount (including by operation of law). (viv) Except as expressly provided in this Section 2(e), upon the Termination DateEmployment Termination, except as required by law, all of the Executive’s rights to Benefits hereunder (if any) shall cease. (viivi) Subject to restrictive covenants contained in Section 5 hereof, the Executive may obtain other engagements or employment after the Termination Datedate of an Employment Termination, and any compensation received or receivable by the Executive shall not reduce any amounts which the Company is required to pay to the Executive pursuant to this Agreement.