Common use of Expiration of Term Clause in Contracts

Expiration of Term. In the event that the Executive’s employment is terminated by reason of the expiration of any Employment Term as a result of ISE giving notice of its intention not to extend any Employment Term under Section 2 of this Agreement, the Executive shall be entitled, in lieu of any other compensation whatsoever, to: (i) payment of his Base Salary in effect at the time of Termination for a period of twelve (12) months through ISE’s regular payroll, commencing on the first day following the final day of the Employment Term; (ii) any Annual Bonus awarded but not yet paid, payable at such time as ISE pays annual bonuses to similarly situated executives; (iii) any Annual Bonus that would have been payable with respect to the year in which Termination occurs in the absence of the expiration of the Employment Term, pro-rated for the period the Executive actually worked prior to expiration and payable at such time as ISE pays annual bonuses to similarly situated executives; (iv) any deferred compensation or bonuses, including interest or other credits on the deferred amounts, to the extent provided in the plans or programs providing for deferral; (v) reimbursement of expenses incurred but not paid prior to such Termination; and (vi) such rights to other benefits as may be provided in applicable plans and programs of ISE, including, without limitation, applicable employee benefit plans and programs, according to the terms and conditions of such plans and programs. In the event that either party gives notice to the other party of his or its intention not to extend the then current Employment Term for an additional Employment Term, ISE shall have the option of discontinuing the Executive’s services hereunder at any time after either party has given such notice, subject to the following: (x) any such discontinuation shall not exceed one hundred twenty (120) days; (y) ISE shall continue to pay the Executive’s Base Salary and to continue his participation in ISE’s benefit plans and programs for the balance of the Employment Term; and (z) no such discontinuation shall constitute Good Reason for the Executive’s termination of his employment.

Expiration of Term. In the event that the Executive’s employment is terminated by reason of If at the expiration of any Employment Term as a result of ISE giving notice of its intention the Term, your employment shall not have been previously terminated pursuant to extend any Employment Term under Section 2 the provisions of this Agreement, no Disability Period is then in effect and the Executive parties shall not have agreed in a signed writing to an extension or renewal of this Agreement or on the terms of a new employment agreement, then this Agreement shall expire and your employment shall continue on an at-will basis. As an at-will employee, upon the termination of your employment without cause, (a) you shall be entitled, eligible for participation in lieu of any other compensation whatsoever, to: (i) payment of his Base Salary in effect at executive- level severance plan or program offered by the time of Termination for Company that will provide a period of minimum severance benefit equal to twelve (12) months through ISE’s regular payrollBase Salary and Target Bonus, commencing on the first day following the final day subject to your execution and delivery of the Employment Term; (ii) any Annual Bonus awarded but not yet paid, payable at such time as ISE pays annual bonuses to similarly situated executives; (iii) any Annual Bonus that would have been payable with respect a full release to the year in which Termination occurs Company substantially in the absence form attached hereto as Annex A or such other form of release as may be implemented for such executive-level severance plan or program, (b) you shall receive immediate vesting in full of any outstanding equity awards or other Long-term Incentive Awards granted on and after the Original Effective Date and before the expiration of the Term and any stock option awards granted during such period shall become immediately exercisable for the time periods set forth in the respective stock option award agreements, and (c) any equity awards granted before the Original Effective Date shall continue to vest until the earlier of (i) 12 months after the date of your termination of employment without cause, and (ii) your commencement of Other Employment; provided that, vested stock options shall remain exercisable for the time periods set forth in the respective stock option award agreements beginning upon the earlier of (x) your commencement of Other Employment Termand (y) the end of such 12-month period; provided further that, RSU awards granted on or after January 1, 2010 but before the Original Effective Date shall receive pro-rated for the period the Executive actually worked prior to expiration and payable at such time as ISE pays annual bonuses to similarly situated executives; (iv) any deferred compensation or bonuses, including interest or other credits rata accelerated vesting treatment based on the deferred amounts, to number of RSUs that would have vested during such 12 month period and the extent provided in the plans or programs providing for deferral; (v) reimbursement of expenses incurred but not paid prior to such Termination; and (vi) such rights to other benefits as may related shares shall be provided in applicable plans and programs of ISE, including, without limitation, applicable employee benefit plans and programs, according distributed pursuant to the terms of the award agreement and conditions any addendums thereto; further provided that, if any Long-term Incentive Awards or stock options granted on or after the Original Effective Date and before the expiration of the Term are subject to a performance requirement that has not been satisfied and certified by the Board of Directors on the date of your termination of employment, such Long-term Incentive Awards or stock options shall not be immediately vested and exercisable, but shall become fully vested and exercisable upon satisfaction of such plans performance requirement and programs. In certification by the event that either party gives notice Board of Directors (or, if applicable, upon deemed satisfaction of such performance requirements pursuant to the other party of his or its intention not to extend the then current Employment Term for an additional Employment Term, ISE shall have the option of discontinuing the Executive’s services hereunder at any time after either party has given such notice, subject to the following: (x) any such discontinuation shall not exceed one hundred twenty (120) days; (y) ISE shall continue to pay the Executive’s Base Salary and to continue his participation in ISE’s benefit plans and programs for the balance terms of the Employment Term; and (z) no such discontinuation shall constitute Good Reason for the Executive’s termination of his employmentLong-term Incentive Awards or stock options).

Expiration of Term. In RETURN OF DEMISED PREMISES IN GOOD CONDITION. On the event that last day or sooner termination of this Lease, Tenant shall quit and surrender the Executive’s employment is terminated by reason Demised Premises broom-clean, in good condition and repair, reasonable wear and tear excepted, together with all alterations, additions and improvements which may have been made in, on, or to the Demised Premises, except movable furniture or unattached movable trade fixtures put in at the sole expense of the expiration Tenant (provided Tenant has not been in default under this Lease) provided, however, that Tenant shall ascertain from Landlord at least thirty (30) days before the end of the Term whether Landlord desires to have the Demised Premises, or any Employment Term as a result part thereof, restored to the condition in which it was originally delivered to Tenant prior to Landlord's Work, and if Landlord shall so desire then Tenant, at its own cost and expense, shall restore the same before the end of ISE giving the Term. All trade fixtures, equipment, furniture, alterations, additions and improvements not so removed will conclusively be deemed to have been abandoned by Tenant and may be appropriated, sold, stored, destroyed, or otherwise disposed of by Landlord without notice to Tenant or to any other person and without obligation to account for them. Tenant will pay Landlord all expenses incurred in connection with Landlord's disposition of its intention not such property, including without limitation the cost of repairing any damage to extend any Employment Term under Section 2 the Building or Demised Premises caused by removal of such property. Tenant agrees upon termination of this AgreementLease, the Executive air conditioning, cooling systems, heating equipment and plumbing and electrical systems shall be entitledin good, operable conditions, and all lighting fixtures shall be operable and, in lieu the same location as when delivered to Tenant by Landlord and bulbs where necessary, replaced. Tenant shall also comply with the provision of any other compensation whatsoever, to: (i) payment of his Base Salary in effect at the time of Termination for a period of twelve (12) months through ISE’s regular payroll, commencing on the first day following the final day of the Employment Term; (ii) any Annual Bonus awarded but not yet paid, payable at such time as ISE pays annual bonuses to similarly situated executives; (iii) any Annual Bonus that would have been payable with respect to the year in which Termination occurs in the absence of the expiration of the Employment Term, pro-rated for the period the Executive actually worked Paragraph 14 prior to expiration termination of this Lease. If the Demised Premises are not surrendered as and payable at such time as ISE pays annual bonuses to similarly situated executives; (iv) any deferred compensation when aforesaid, Tenant shall indemnify Landlord against loss or bonuses, including interest or other credits on liability resulting from the deferred amounts, to delay by Tenant in so surrendering the extent provided in the plans or programs providing for deferral; (v) reimbursement of expenses incurred but not paid prior to such Termination; and (vi) such rights to other benefits as may be provided in applicable plans and programs of ISE, Demised Premises including, without limitationlimiting, applicable employee benefit plans and programs, according to any claims made by any succeeding occupant founded on such delay. Tenant's obligations under this paragraph shall survive the terms and conditions of such plans and programs. In the event that either party gives notice to the other party of his expiration or its intention not to extend the then current Employment Term for an additional Employment Term, ISE shall have the option of discontinuing the Executive’s services hereunder at any time after either party has given such notice, subject to the following: (x) any such discontinuation shall not exceed one hundred twenty (120) days; (y) ISE shall continue to pay the Executive’s Base Salary and to continue his participation in ISE’s benefit plans and programs for the balance sooner termination of the Employment Term; and (z) no such discontinuation shall constitute Good Reason for the Executive’s termination of his employment.

Expiration of Term. In A. Upon the event that the Executive’s employment is terminated by reason expiration or sooner termination of the expiration of any Employment Term as a result of ISE giving notice of Term, Subtenant shall quit and surrender the Sublease Premises to Sublandlord, vacant and broom clean and in good order and condition, ordinary wear and tear excepted, and by such date Subtenant, at its intention not to extend any Employment Term under Section 2 of this Agreementsole cost and expense, the Executive shall be entitled, in lieu of any other compensation whatsoever, to: (i) payment of his Base Salary in effect at the time of Termination for a period of twelve (12) months through ISE’s regular payroll, commencing on the first day following the final day of the Employment Term; (ii) any Annual Bonus awarded but not yet paid, payable at such time as ISE pays annual bonuses to similarly situated executives; (iii) any Annual Bonus that would have been payable with respect to the year in which Termination occurs cleaned and resealed all exposed concrete floors in the absence Sublease Premises, removed all of Subtenant’s movable fixtures and movable partitions, telephone and other equipment, furniture, furnishings and other items of movable personal property, removed the expiration equipment (the “Equipment”, as described in Exhibit E annexed hereto) and any Alterations performed by or on behalf of Subtenant from the Employment Term, pro-rated for the period the Executive actually worked prior to expiration and payable at such time as ISE pays annual bonuses to similarly situated executives; (iv) any deferred compensation or bonuses, including interest or other credits on the deferred amountsSublease Premises, to the extent such removals are required by either the Sublandlord or the Prime Landlord in accordance with the Prime Lease and shall have restored any damage to the Sublease Premises caused by such removal and/or work; provided however, if Subtenant is not required to remove the Equipment nor to surrender it in good order and condition, Subtenant shall surrender such Equipment in its then “as-is” condition. B. In addition to its obligation to pay Operating Expenses as provided hereunder, Subtenant agrees to pay to Sublandlord within twenty (20) days of written demand therefor, twenty-five percent (25%) of any and all costs and expenses charged to Sublandlord, including without limitation all costs and expenses charged to or incurred by Sublandlord in connection with the performance of any and all surrender obligations imposed upon Sublandlord by Prime Landlord or pursuant to the Prime Lease, relating to the physical condition of the Original Premises, including without limitation, the Building, the Property and any and all building systems and equipment therein or thereon, whether same be structural or non structural in nature, or located in the plans exterior or programs providing for deferral;interior, or classified as a capital expenditure. (v) reimbursement C. Subtenant’s obligation to observe or perform these covenants shall survive the expiration or sooner termination of expenses incurred but not paid prior the Term of this Sublease. Subtenant’s failure to such Termination; and (vi) such comply with its covenants set forth in this Article 26 shall entitle Sublandlord to all of its rights to other benefits as may be provided in applicable plans and programs of ISEhereunder, including, without limitation, applicable employee benefit plans the right to indemnification pursuant to Article 15 hereof for consequential damages arising out of Subtenant’s failure to surrender the Sublease Premises when and programs, according to in the terms and conditions of such plans and programs. In the event that either party gives notice to the other party of his or its intention not to extend the then current Employment Term for an additional Employment Term, ISE shall have the option of discontinuing the Executive’s services hereunder at any time after either party has given such notice, subject to the following: (x) any such discontinuation shall not exceed one hundred twenty (120) days; (y) ISE shall continue to pay the Executive’s Base Salary and to continue his participation in ISE’s benefit plans and programs for the balance of the Employment Term; and (z) no such discontinuation shall constitute Good Reason for the Executive’s termination of his employmentcondition required herein.

Expiration of Term. In the event that the Executive’s If your employment is terminated by reason of the expiration of any Employment Term as a result of ISE giving notice of its intention not to extend any Employment Term under Section 2 of this Agreement, the Executive shall be entitled, in lieu of any other compensation whatsoever, to: (i) payment of his Base Salary in effect at the time of Termination for a period of twelve (12) months through ISE’s regular payroll, commencing on the first day following the final day of the Employment Term; (ii) any Annual Bonus awarded but not yet paid, payable at such time as ISE pays annual bonuses to similarly situated executives; (iii) any Annual Bonus that would have been payable with respect to the year in which Termination occurs in the absence hereunder terminates because of the expiration of the Employment TermTerm by notice of non-renewal in accordance with Section 1 above, proyou will be entitled to receive: (i) as soon as reasonably practicable following the Termination Date, the Accrued Obligations (other than the Pro-rated for Rata Annual Bonus) and (ii) the period benefits described in Section 10(f) below. In addition, (x) if the Executive actually worked prior to expiration and payable at such time as ISE pays annual bonuses to similarly situated executives; (iv) any deferred compensation or bonuses, including interest or other credits on the deferred amounts, Term expires due to the extent provided in the plans or programs providing for deferral; Company’s delivery of written notice of non-renewal, each compensatory stock option (vand any similar award, such as a stock appreciation right) reimbursement of expenses incurred but not paid prior to such Termination; and that you shall have received (vi) such rights to other benefits as may be provided in applicable plans and programs of ISE, including, without limitation, applicable employee benefit plans and programsthe stock option described in Section 7(a)) shall, according to the terms extent that it would have become vested or exercisable on or before the second anniversary of the Termination Date had your employment hereunder continued through such second anniversary, be fully vested as of the Termination Date and conditions shall be, and remain, fully exercisable until the earliest of a Change in Control upon which all other compensatory stock options cease to be exercisable, the second anniversary of the Termination Date, and the expiration of its maximum stated term; each compensatory restricted stock award (and any similar award, such plans and programs. In as a phantom share award) that you shall have received (including, without limitation, the event that either party gives notice restricted stock award described in Section 7(b)) shall become fully vested as of the Termination Date, to the extent that it would have become vested on or before the second anniversary of the Termination Date if your employment hereunder had continued through such second anniversary, and all contractual restrictions on it shall lapse as of the Termination Date; and any other party equity-based award shall also become fully vested, and shall therefore become non-forfeitable, as of his or its intention not to extend the then current Employment Term for an additional Employment TermTermination Date, ISE shall have the option of discontinuing the Executive’s services hereunder at any time after either party has given such notice, subject to the following: (x) any extent that it would have become vested on or before the second anniversary of the Termination Date if your employment hereunder had continued through such discontinuation shall not exceed one hundred twenty (120) dayssecond anniversary; and (y) ISE if the Term expires due to your delivery of written notice of non-renewal, each compensatory stock option (and any similar award, such as an a stock appreciation right) that you shall continue have received (including, without limitation, the stock option described in Section 7(a)) shall, to pay the Executive’s Base Salary and to continue his participation in ISE’s benefit plans and programs for extent that it would have become vested or exercisable on or before the balance first anniversary of the Employment TermTermination Date had your employment hereunder continued through such first anniversary, be fully vested as of the Termination Date and shall be, and remain, fully exercisable until the earliest of a Change in Control upon which all other compensatory stock options cease to be exercisable, the first anniversary of the Termination Date, and the expiration of its maximum stated term; each compensatory restricted stock award (and any similar award, such as a phantom share award) that you shall have received (including, without limitation, the restricted stock award described in Section 7(b)) shall become fully vested as of the Termination Date, to the extent that it would have become vested on or before the first anniversary of the Termination Date if your employment hereunder had continued through such first anniversary, and all contractual restrictions on it shall lapse as of the Termination Date; and (z) no any other equity-based award shall also become fully vested, and shall therefore become non-forfeitable, as of the Termination Date, to the extent that it would have become vested on or before the first anniversary of the Termination Date if your employment hereunder had continued through such discontinuation shall constitute Good Reason for the Executive’s termination of his employmentfirst anniversary.

Expiration of Term. Abandoned Property ---------------------------------------------------- Upon the expiration or other termination of the Term, Tenant shall peaceably quit and surrender to Landlord the Premises and all alterations and additions thereto that are the property of Landlord pursuant to Article 9 or otherwise, broom clean and in as good order, repair and condition as is required of Tenant under Article 8. Tenant may remove all of its property, and shall repair any damages to the Premises caused by their installation or by such removal. Tenant's obligation to observe or perform this covenant shall survive the expiration or other termination of the Term. Tenant may remove any personal property from the Premises (including trade fixtures owned by Tenant if Tenant repairs all damage in connection with such removal) upon or prior to the expiration or termination of this Lease and any such property which shall remain in the Premises thereafter shall be conclusively deemed to have been abandoned, and may either be retained by Landlord as its property or sold or otherwise disposed of in such manner as Landlord may see fit; provided, however, that if Landlord terminates this Lease prior to the expiration of the Term, Tenant shall have up to 30 days after notice of termination to remove its Personal Property if during such period it observes the terms and provisions of this Lease, including the obligation to pay rent. If any part thereof shall be sold, then Landlord may receive and retain the proceeds of such sale and apply the same, at its option, against the expenses of the sale, the cost of moving and storage, any arrears of rent, additional or other charges payable hereunder by Tenant to Landlord and any damages to which Landlord may be entitled under this Lease or pursuant to law. In the event that the Executive’s employment is terminated by reason of Tenant holds over after the expiration of any Employment Term as the Term, Tenant shall thereafter be deemed a result of ISE giving notice of its intention not to extend any Employment Term under Section 2 of this Agreement, the Executive tenant at sufferance and shall be entitled, in lieu liable for use and occupancy payments at a rate of any other compensation whatsoever, to: one hundred fifty (i15 0%) payment percent of his Base Salary in effect at the time base rent due hereunder plus additional rent calculated on the basis of Termination for a period of the preceding twelve (12) months through ISE’s regular payrolland prorated on a daily basis, commencing and such occupancy shall otherwise be on the first day following the final day of the Employment Term; (ii) any Annual Bonus awarded but not yet paid, payable at such time as ISE pays annual bonuses to similarly situated executives; (iii) any Annual Bonus that would have been payable with respect to the year in which Termination occurs in the absence of the expiration of the Employment Term, pro-rated for the period the Executive actually worked prior to expiration and payable at such time as ISE pays annual bonuses to similarly situated executives; (iv) any deferred compensation or bonuses, including interest or other credits on the deferred amounts, to the extent provided in the plans or programs providing for deferral; (v) reimbursement of expenses incurred but not paid prior to such Termination; and (vi) such rights to other benefits as may be provided in applicable plans and programs of ISE, including, without limitation, applicable employee benefit plans and programs, according to the terms and conditions of such plans and programs. In the event that either party gives notice to the other party of his or its intention not to extend the then current Employment Term for an additional Employment Term, ISE shall have the option of discontinuing the Executive’s services hereunder at any time after either party has given such notice, subject to the following: (x) any such discontinuation shall not exceed one hundred twenty (120) days; (y) ISE shall continue to pay the Executive’s Base Salary and to continue his participation set forth in ISE’s benefit plans and programs for the balance of the Employment Term; and (z) no such discontinuation shall constitute Good Reason for the Executive’s termination of his employmentthis Lease.

Expiration of Term. In the event that the Executive’s employment is terminated by reason of Upon the expiration of any Employment the Term as a result of ISE giving notice of its intention not pursuant to extend any Employment Term under Section 2 hereof, this Agreement shall terminate without further action by the Executive or the Company. Upon such expiration and the termination of this AgreementExecutive’s employment, the Executive shall be entitled, in lieu of any other compensation whatsoever, toentitled to and subject to the following: (i) payment Payment of his any accrued but unpaid Base Salary through the date of termination, any unpaid Annual Bonus actually earned with respect to the prior fiscal year, and Benefits in effect at accordance with the time of Termination for a period of twelve (12) months through ISE’s regular payroll, commencing on the first day following the final day terms of the Employment Termapplicable plans, provided, that, all fringe benefits and perquisites shall terminate as of the date of termination, except as otherwise required by law; (ii) any Annual Bonus awarded but not yet paidAn amount equal to $100,000, payable at such time as ISE pays annual bonuses in twelve (12) equal monthly installments, provided that Executive executes and does not revoke a release of all claims against the Company in a form acceptable to similarly situated executivesthe Company. Such payments shall commence within thirty (30) days of the Company’s receipt of the Executive’s executed release of all claims; (iii) any Annual Bonus that would The unvested portion of the Option held by Executive shall terminate immediately upon termination and Executive shall have been payable with respect to until the year earlier of (i) thirty (30) days following the effective date of his termination or (ii) the end of the Option term in which Termination occurs in to exercise the absence portion of the expiration Option that is vested through the effective date of the Employment Term, pro-rated for the period the Executive actually worked prior to expiration and payable at such time as ISE pays annual bonuses to similarly situated executives;his termination; and (iv) any deferred compensation or bonuses, including interest or other credits on the deferred amounts, to the extent provided in the plans or programs providing for deferral; (v) reimbursement of expenses incurred but not paid prior to such Termination; and (vi) such rights to other benefits as may be provided in applicable plans and programs of ISE, including, without limitation, applicable employee benefit plans and programs, according to the terms and conditions of such plans and programs. In the event that either party gives notice to the other party of his or its intention not to extend the then current Employment Term for an additional Employment Term, ISE The Company shall have the option of discontinuing the Executive’s services hereunder right (“Contract Termination Call”) at any time which is both after either party has given the date Executive’s employment terminates pursuant to this Section 5(e) and the Maturity Date of the Option Shares which are the subject of such Contract Termination Call (“Purchase Date”) to purchase all, but not less than all, of the Option Shares owned by Executive which could be subject to such Call on the Exercise Date (as defined below). The price per share paid by the Company shall be equal to the Fair Market Value Per Share of the Company’s common stock on the Exercise Date. The Company shall give Executive at least thirty (30) days advance written notice of each exercise of the Contract Termination Call and shall specify in such notice (a) the Purchase Date, which shall be not more than ninety (90) days following the date of such notice, and (b) the date as of which the Fair Market Value Per Share of the Company’s common stock is to be determined for purposes of such Contract Termination Call (“Exercise Date”), provided that in no event may the Exercise Date be prior to the Maturity Date of the Option Shares subject to such Contract Termination Call. Any Option Shares purchased by the following: (x) any such discontinuation shall not exceed one hundred twenty (120) days; (y) ISE shall continue to pay Company in connection with the Executive’s Base Salary and to continue his participation in ISE’s benefit plans and programs for the balance exercise of the Employment Term; and Contract Termination Call may be paid for in cash or in immediately available funds by check or by wire transfer. The Company’s rights under this subparagraph (ziv) no such discontinuation shall constitute Good Reason for terminate upon the Executive’s termination effectiveness of his employmentan Initial Public Offering.

Expiration of Term. In the event that the Executive’s employment is terminated by reason of the expiration of any Employment Term as a result of ISE giving notice of its intention not to extend any Employment Term under Section 2 of this Agreement, the Executive shall be entitled, in lieu of any other compensation whatsoever, to: (i) payment of his Base Salary in effect If at the time of Termination for a period of twelve (12) months through ISE’s regular payroll, commencing on the first day following the final day of the Employment Term; (ii) any Annual Bonus awarded but not yet paid, payable at such time as ISE pays annual bonuses to similarly situated executives; (iii) any Annual Bonus that would have been payable with respect to the year in which Termination occurs in the absence of the expiration of the Employment Term, pro-rated for your employment has not been previously terminated pursuant to the period provisions of this Agreement and the Executive actually worked prior parties have not agreed in a signed writing to expiration and payable at such time as ISE pays annual bonuses to similarly situated executives; (iv) any deferred compensation an extension or bonuses, including interest renewal of this Agreement or other credits on the deferred amountsterms of a new employment agreement, then this Agreement shall expire and your employment shall continue on an at-will basis. As an at-will employee, (i) your Bonus shall be fully discretionary, except that the Company will calculate your Bonus according to the extent provided Company and personal performance standards generally applicable to senior executives of the Company without regard to the provisions of any executive employment agreements and (ii) upon the termination of your employment without cause, (a) you shall be eligible for participation in any executive-level severance plan or program offered by the Company that will provide a minimum severance benefit equal to twenty-four (24) months Base Salary and Target Bonus subject to your execution and delivery of a full release to the Company substantially in the plans form attached hereto as Annex A or programs providing for deferral; (v) reimbursement such other form of expenses incurred but not paid prior to such Termination; and (vi) such rights to other benefits release as may be implemented for such executive-level severance plan or program, (b) except as provided in applicable plans subsection (c) below, you shall receive immediate vesting in full of any outstanding equity awards or other Long-term Incentive Awards granted before or during the Term and programs any stock option awards shall become immediately exercisable for the time periods set forth in the respective stock option award agreements, (c) any stock option awards granted before the Effective Date shall continue to vest until the earlier of ISE(i) 36 months after the date of your termination of employment without cause, includingand (ii) your commencement of Other Employment (at which time such options shall become fully vested and exercisable); provided that, without limitationvested stock options referenced in this subsection (c) shall remain exercisable for the time periods set forth in the respective stock option award agreements beginning upon the earlier of (x) your commencement of Other Employment and (y) the end of such 36-month period; provided further that, applicable employee benefit plans if any Long-term Incentive Awards or stock options granted during the Term are subject to a performance requirement that has not been satisfied and programscertified by the Board on the date of your termination of employment, according such Long-term Incentive Awards or stock options shall not be immediately vested and exercisable, but shall become fully vested and exercisable upon satisfaction of such performance requirement and certification by the Board (or, if applicable, upon deemed satisfaction of such performance requirements pursuant to the terms and conditions of such plans and programsthe Long-term Incentive Awards or stock options). In Following expiration of the event that either party gives notice to the other party of his or its intention not to extend the then current Employment Term for an additional Employment Term, ISE the term “Retirement” as used in any Long-term Incentive Award granted before, during, or after the Term shall have mean the option termination of discontinuing your employment, other than by the Executive’s services hereunder at any time Company for Cause or your Death or Disability, on or after either party has given such notice, subject to reaching age 55 with ten or more years of Service (within the following: (x) any such discontinuation shall not exceed one hundred twenty (120) days; (y) ISE shall continue to pay the Executive’s Base Salary and to continue his participation in ISE’s benefit plans and programs for the balance meaning of the Employment Term; and (z) no such discontinuation shall constitute Good Reason for the Executive’s Long-term Incentive Award agreements), provided that a termination of his employmentemployment for “Performance” (within the meaning of the Long-term Incentive Award agreements) will not be treated as a Retirement termination if the applicable Long-term Incentive Award agreement so provides.

Expiration of Term. In the event that the Executive’s employment is terminated by reason of If at the expiration of any Employment Term as a result of ISE giving notice of its intention the Term, your employment shall not have been previously terminated pursuant to extend any Employment Term under Section 2 the provisions of this Agreement, no Disability Period is then in effect and the Executive parties shall not have agreed in a signed writing to an extension or renewal of this Agreement or on the terms of a new employment agreement, then this Agreement shall expire and your employment shall continue on an at-will basis. As an at-will employee, upon the termination of your employment without_cause, (a) you shall be entitled, eligible for participation in lieu of any other compensation whatsoever, to: executive-level severance plan or program offered by the Company that will provide a minimum severance benefit equal to twenty-four (i24) payment of his months Base Salary in effect at the time and Target Bonus if such termination of Termination for employment occurs on February 1, 2011 through and including December 31, 2012, and a period of minimum severance benefit equal to twelve (12) months through ISE’s regular payrollBase Salary and Target Bonus if such termination of employment occurs on or after January 1, commencing 2013, subject to your execution and delivery of a full release to the Company substantially in the form attached hereto as Annex A or such other form of release as may be implemented for such executive-level severance plan or program, (b) you shall receive immediate vesting in full of any outstanding equity awards or other Long-term Incentive Awards granted during the Term and any stock option awards granted during the Term shall become immediately exercisable for the time periods set forth in the respective stock option award agreements, and (c) any equity awards granted before the Effective Date shall continue to vest for a period that is equal to 24 months after the date of your termination of employment without cause (consistent with the pro-rata vesting terms set forth in Section 7.2(e) below); provided that, any stock option awards that are scheduled to vest on or before the first day following end of such 24-month period shall vest upon the final day earlier of (i) the original vesting date of the Employment Term; stock option award, (ii) any Annual Bonus awarded but not yet paidyour commencement of Other Employment, payable at such time as ISE pays annual bonuses to similarly situated executives; and (iii) any Annual Bonus that would have been payable with respect to the year in which Termination occurs in the absence of the expiration of the Employment Term, pro-rated for the period the Executive actually worked prior to expiration and payable at such time as ISE pays annual bonuses to similarly situated executives; (iv) any deferred compensation or bonuses, including interest or other credits on the deferred amounts, to the extent provided in the plans or programs providing for deferral; (v) reimbursement of expenses incurred but not paid prior to such Termination; and (vi) such rights to other benefits as may be provided in applicable plans and programs of ISE, including, without limitation, applicable employee benefit plans and programs, according to the terms and conditions end of such plans and programs. In 24-month period; provided further that, vested stock options shall remain exercisable until a date that is three years after the event that either party gives notice to the other party earlier of his or its intention not to extend the then current Employment Term for an additional Employment Term, ISE shall have the option of discontinuing the Executive’s services hereunder at any time after either party has given such notice, subject to the following: (x) any such discontinuation shall not exceed one hundred twenty (120) days; your commencement of Other Employment and (y) ISE shall continue to pay the Executive’s Base Salary and to continue his participation in ISE’s benefit plans and programs for end of such 24-month period, but not beyond the balance term of the Employment Term; and (z) no such discontinuation shall constitute Good Reason for the Executive’s termination of his employmentoptions.

Expiration of Term. In the event that the Executive’s employment is terminated by reason of If at the expiration of any Employment Term as a result of ISE giving notice of its intention the Term, your employment shall not have been previously terminated pursuant to extend any Employment Term under Section 2 the provisions of this Agreement, no Disability Period is then in effect and the Executive parties shall not have agreed in a signed writing to an extension or renewal of this Agreement or on the terms of a new employment agreement, then this Agreement shall expire and your employment shall continue on an at-will basis. As an at-will employee, upon the termination of your employment without cause, (a) you shall be entitled, eligible for participation in lieu of any other compensation whatsoever, to: (i) payment of his Base Salary in effect at executive-level severance plan or program offered by the time of Termination for Company that will provide a period of minimum severance benefit equal to twelve (12) months through ISE’s regular payrollBase Salary and Target Bonus, commencing on the first day following the final day subject to your execution and delivery of the Employment Term; (ii) any Annual Bonus awarded but not yet paid, payable at such time as ISE pays annual bonuses to similarly situated executives; (iii) any Annual Bonus that would have been payable with respect a full release to the year in which Termination occurs Company substantially in the absence form attached hereto as Annex A or such other form of release as may be implemented for such executive-level severance plan or program, (b) you shall receive immediate vesting in full of any outstanding equity awards or other Long-term Incentive Awards granted on and after the Original Effective Date and before the expiration of the Employment TermTerm and any stock option awards granted during such period shall become immediately exercisable for the time periods set forth in the respective stock option award agreements, and (c) any equity awards granted before the Original Effective Date shall continue to vest for a period that is equal to 24 months after the date of your termination of employment without cause (consistent with the pro-rated for rata vesting terms set forth in Section 7.2(e) below); provided that, any stock option awards that are scheduled to vest on or before the end of such 24-month period shall vest upon the Executive actually worked prior earlier of (i) the original vesting date of the stock option award, (ii) your commencement of Other Employment, and (iii) the end of such 24-month period; provided further that, vested stock options shall remain exercisable until a date that is three years after the earlier of (x) your commencement of Other Employment and (y) the end of such 24-month period, but not beyond the term of such options; provided further that, if any Long-term Incentive Awards or stock options granted on and after the Original Effective Date and before the expiration of the Term are subject to expiration a performance requirement that has not been satisfied and payable at such time as ISE pays annual bonuses to similarly situated executives; (iv) any deferred compensation or bonuses, including interest or other credits certified by the Board of Directors on the deferred amountsdate of your termination of employment, to such Long-term Incentive Awards or stock options shall not be immediately vested and exercisable, but shall become fully vested and exercisable upon satisfaction of such performance requirement and certification by the extent provided in the plans or programs providing for deferral; Board of Directors (v) reimbursement or, if applicable, upon deemed satisfaction of expenses incurred but not paid prior to such Termination; and (vi) such rights to other benefits as may be provided in applicable plans and programs of ISE, including, without limitation, applicable employee benefit plans and programs, according performance requirements pursuant to the terms and conditions of such plans and programs. In the event that either party gives notice to the other party of his or its intention not to extend the then current Employment Term for an additional Employment Term, ISE shall have the option of discontinuing the Executive’s services hereunder at any time after either party has given such notice, subject to the following: (x) any such discontinuation shall not exceed one hundred twenty (120) days; (y) ISE shall continue to pay the Executive’s Base Salary and to continue his participation in ISE’s benefit plans and programs for the balance of the Employment Term; and (z) no such discontinuation shall constitute Good Reason for the Executive’s termination of his employmentLong-term Incentive Awards or stock options).

Expiration of Term. In the event that the Executive’s employment is terminated by reason of If at the expiration of any Employment Term as a result of ISE giving notice of its intention the Term, your employment shall not have been previously terminated pursuant to extend any Employment Term under Section 2 the provisions of this Agreement, the Executive shall be entitled, in lieu of any other compensation whatsoever, to: (i) payment of his Base Salary no Disability Period is then in effect at and the time parties shall not have agreed in a signed writing to an extension or renewal of Termination for a period of twelve (12) months through ISE’s regular payroll, commencing this Agreement or on the first day following terms of a new employment agreement, then this Agreement shall expire and your employment shall continue on an at-will basis. As an at-will employee, upon the final day termination of your employment without cause by the Employment Term; Company (iias defined in Section 4.1.1) any Annual Bonus awarded but not yet paidor by you for Good Reason (as described in Section 4.2), payable at such time as ISE pays annual bonuses to similarly situated executives; (iiia) any Annual Bonus that would have been payable with respect you will be entitled to the Accrued Benefits, except that you shall not be entitled to the pro rata bonus for the year in which Termination of termination unless such termination occurs in the absence of same calendar year as the expiration of the Employment Term; (b) you shall be eligible for participation in any executive-level severance plan or program offered by the Company that will provide a minimum severance benefit equal to six (6) months Base Salary and Target Bonus, prosubject to your execution and delivery of a full release to the Company substantially in the form attached hereto as Annex A; and (c) you shall receive immediate vesting in full of any outstanding equity awards or other Long-rated term Incentive Awards granted during the Term and any stock option awards granted during the Term shall become immediately exercisable for the period time periods set forth in the Executive actually worked prior respective stock option award agreements, provided that, if any such Long-term Incentive Awards or stock options are subject to expiration a performance requirement that has not been satisfied and payable at such time as ISE pays annual bonuses to similarly situated executives; (iv) any deferred compensation or bonuses, including interest or other credits certified by the Board of Directors on the deferred amountsdate of your termination of employment, such Long-term Incentive Awards or stock options shall not be immediately vested and exercisable, but shall become fully vested and exercisable upon satisfaction of such performance requirement and certification by the Board of Directors , provided that, any criteria based on individual performance shall be deemed satisfied to the same extent provided in as the plans or programs providing for deferral; performance criteria based on Company performance, or, if multiple performance criteria are used, the weighted average of such performance criteria, as determined by the Company (v) reimbursement or, if applicable, upon deemed satisfaction of expenses incurred but not paid prior to such Termination; and (vi) such rights to other benefits as may be provided in applicable plans and programs of ISE, including, without limitation, applicable employee benefit plans and programs, according performance requirements pursuant to the terms and conditions of such plans and programs. In the event that either party gives notice to the other party of his or its intention not to extend the then current Employment Term for an additional Employment Term, ISE shall have the option of discontinuing the Executive’s services hereunder at any time after either party has given such notice, subject to the following: (x) any such discontinuation shall not exceed one hundred twenty (120) days; (y) ISE shall continue to pay the Executive’s Base Salary and to continue his participation in ISE’s benefit plans and programs for the balance of the Employment Term; and (z) no such discontinuation shall constitute Good Reason for the Executive’s termination of his employmentLong-term Incentive Awards or stock options).

Expiration of Term. In (i) If the event that Holding Company and/or the Bank elects not to renew the Term pursuant to Section 1 hereof, and following the expiration of such Term, the Holding Company and/or the Bank terminates Executive’s employment is terminated by reason of other than for Poor Performance, Cause or Disability, then, notwithstanding the expiration of the Term and subject to Section 11 hereof, the Bank may elect, in its sole discretion, to either (A) pay to Executive the 2x Severance Amount, payable pursuant to the payment schedule set forth in Section 5(a)(ii) hereof, in which case the Restricted Period for purposes of Section 6 hereof shall continue to be defined as “any Employment Term time during Executive’s employment with the Holding Company and the Bank plus two (2) years from Executive’s Termination Date,” or (B) pay to Executive the 1x Severance Amount, payable pursuant to the payment schedule set forth in Section 5(c) hereof, in which case the Restricted Period for purposes of Section 6 hereof shall mean “any time during Executive’s employment with the Holding Company and the Bank plus one (1) year from Executive’s Termination Date”. Notwithstanding the foregoing, the Bank shall be obligated to provide the 2x Severance Amount or the 1x Severance Amount, as a result applicable, only if (A) within forty-five (45) days after the Date of ISE giving notice of its intention Termination Executive shall have executed the Release Agreement and such Release Agreement shall not to extend any Employment Term under Section 2 of this have been revoked within the revocation period specified in the Release Agreement, and (B) Executive fully complies with the obligations set forth in Section 6 hereof. For the avoidance of doubt, if Executive shall be entitleddoes not comply with the obligations set forth in Section 6 hereof, in lieu of any other compensation whatsoever, to: (i) then payment of his Base Salary in effect at the time of Termination for a period of twelve (12) months through ISE2x Severance Amount or the 1x Severance Amount, as applicable, shall cease immediately upon Executive’s regular payroll, commencing on the first day following the final day of the Employment Term;breach thereof. (ii) any Annual Bonus awarded but If Executive elects not yet paidto renew the Term pursuant to Section 1 hereof, payable at such time as ISE pays annual bonuses to similarly situated executives; (iii) any Annual Bonus that would have been payable with respect to the year in which Termination occurs in the absence of and following the expiration of the Employment such Term, pro-rated Executive’s employment with the Holding Company and the Bank terminates for any reason, then the period Holding Company and/or the Executive actually worked prior to expiration and payable at such time as ISE pays annual bonuses to similarly situated executives; (iv) any deferred compensation or bonuses, including interest or other credits on the deferred amounts, to the extent provided in the plans or programs providing for deferral; (v) reimbursement of expenses incurred but not paid prior to such Termination; and (vi) such rights to other benefits as may be provided in applicable plans and programs of ISE, including, without limitation, applicable employee benefit plans and programs, according to the terms and conditions of such plans and programs. In the event that either party gives notice to the other party of his or its intention not to extend the then current Employment Term for an additional Employment Term, ISE Bank shall have the option of discontinuing the no further obligations to Executive or Executive’s services hereunder at any time legal representatives under this Agreement, other than for payment of Accrued Salary which shall be paid to Executive in a lump sum in cash within thirty (30) days after either party has given such notice, subject to the following: (x) any such discontinuation shall not exceed one hundred twenty (120) days; (y) ISE shall continue to pay the Executive’s Base Salary and to continue his participation in ISE’s benefit plans and programs for the balance Date of the Employment Term; and (z) no such discontinuation shall constitute Good Reason for the Executive’s termination of his employmentTermination.

Expiration of Term. In the event that the Executive’s Your employment is terminated by reason will terminate upon expiration of the Term, unless otherwise agreed by the parties. Unless the Company has offered you continued employment for at least a 3-year term with aggregate fixed and variable cash compensation, excluding the h-patch Bonus and the Market Cap Bonuses, at least 20% greater than such equivalent fixed and variable compensation in effect immediately prior to expiration of any Employment the Term and comparable severance benefits with respect to such equivalent fixed and variable compensation (a “Qualifying Offer”), the termination of your employment upon expiration of the Term will be treated as a result termination of ISE giving notice of its intention not your employment by the Company during the Term without Cause pursuant to extend any Employment Term under Section 2 of this Agreement9(d) above, the Executive shall be entitled, in lieu of any other compensation whatsoever, to: except that (i) payment of his Base Salary in effect at the time of Termination for a period of twelve Severance Benefit payable under clause (121) months through ISE’s regular payrollthereof shall be reduced by 50% and paid over six months, commencing on the first day following the final day of the Employment Term; (ii) any Annual Bonus awarded but not yet paid, payable at such time the continued benefits to be provided under clause (3) thereof shall only be provided for six months on the same terms and conditions as ISE pays annual bonuses to similarly situated executives; set forth therein and (iii) the Severance Benefit payable under clause (5) thereof shall be reduced to 100% of any Annual Bonus Market Cap Bonuses that otherwise would have been payable with respect to based on Paramount’s satisfying the year in which Termination occurs in Paramount Market Cap and Average Trading Volume Thresholds during the absence 6 month period following expiration of the Term, and payment of 50% of any Market Cap Bonuses that otherwise would have been payable based on Paramount’s satisfying the Paramount Market Cap and Average Trading Volume Thresholds during the 6-month period following the 6-month anniversary of the expiration of the Employment Term, pro-rated for the period the Executive actually worked prior to expiration and payable at such time as ISE pays annual bonuses to similarly situated executives; (iv) any deferred compensation or bonuses, including interest or other credits on the deferred amounts, to the extent provided in the plans or programs providing for deferral; (v) reimbursement of expenses incurred but not paid prior . Your right to such Termination; and (vi) such rights to other benefits as may Severance Benefits shall be provided in applicable plans and programs of ISE, including, without limitation, applicable employee benefit plans and programs, according to the terms and conditions of such plans and programs. In the event that either party gives notice to the other party of his or its intention not to extend the then current Employment Term for an additional Employment Term, ISE shall have the option of discontinuing the Executive’s services hereunder at any time after either party has given such notice, subject to the following: (xsame conditions as set forth in Section 9(d) any such discontinuation shall not exceed one hundred twenty (120) days; (y) ISE shall continue to pay regarding compliance with the Executive’s Base Salary restrictive covenants and execution, delivery and nonrevocation of a release and to continue his participation the forfeiture provisions described therein. If the Company makes a Qualifying Offer, you shall have 30 days to accept it by notice in ISEwriting. If you fail to so accept the Company’s benefit plans Qualifying Offer and programs for the balance you choose to terminate your employment upon expiration of the Employment Term; and (z) no such discontinuation shall constitute Good Reason for , you will be entitled only to the Executive’s termination of his employmentAccrued Obligations.

Expiration of Term. In Thereafter, the event that Guaranty Term shall continue in full force and effect until, and shall terminate on the Executive’s employment is terminated by reason first to occur of one of the expiration of any Employment Term as a result of ISE giving notice of its intention not to extend any Employment Term under Section 2 of this Agreement, the Executive shall be entitled, in lieu of any other compensation whatsoever, tofollowing events: (i) payment of his Base Salary in effect at the time of Termination for a period of twelve (12) months through ISE’s regular payroll, commencing 11:59 p.m. on the first day following the final last day of the Employment Term;Fiscal Year 2003; or (ii) any Annual Bonus awarded but not yet paid, payable at such time as ISE pays annual bonuses to similarly situated executives; (iii) any Annual Bonus that would have been payable with respect to the year in which Termination occurs in the absence of the expiration of the Employment Term, pro-rated first entire Fiscal Year of Tenant in which the Aggregate Amount Funded (as defined herein) exceeds twenty percent (20%) of the Total Property Purchase Price (as defined herein) paid to Guarantor or its Affiliated Persons for the period Properties which were acquired by Landlord. The Aggregate Amount Funded shall be determined annually, in arrears, at the Executive actually worked prior end of each Fiscal Year. Tenant and/or Guarantor shall make such determination and give notice to expiration and payable at such time as ISE pays annual bonuses to similarly situated executives; (iv) any deferred compensation or bonuses, including interest or other credits on the deferred amounts, to the extent provided in the plans or programs providing for deferral; (v) reimbursement of expenses incurred but not paid prior to such Termination; and (vi) such rights to other benefits as may be provided in applicable plans and programs of ISE, including, without limitation, applicable employee benefit plans and programs, according to the terms and conditions Landlord of such plans and programs. In the event that either party gives notice to the other party of his or its intention not to extend the then current Employment Term for an additional Employment Term, ISE shall have the option of discontinuing the Executive’s services hereunder at any time after either party has given such notice, subject to the following: (x) any such discontinuation shall not exceed amount within one hundred twenty (120) days; days of the expiration of the then applicable Fiscal Year. This determination shall be deemed conclusively accurate unless Landlord gives written notice to Tenant and/or Guarantor of its objections to such determination within thirty (y30) ISE days of its receipt of Tenant's and/or Guarantor's determination. To establish that the Aggregate Amount Funded has exceeded twenty percent (20%) of the Total Property Purchase Price within the applicable Fiscal Year, Guarantor shall send a Notice to Landlord, including the following documents: (i) a letter from Guarantor's auditor affirming that the auditor has reviewed the Aggregate Amount Funded determination for each Fiscal Year and has found no material errors or omissions therein (or such other similar statement as the auditor's policies and procedures then permit the auditor to make in providing review and confirmation of calculations of this kind), (ii) a certificate of an officer of Guarantor affirming the accuracy and completeness of the Aggregate Amount Funded determination, and (iii) a copy of the calculation of the Aggregate Amount Funded determination. Landlord, at its sole cost and expense (except as provided hereinbelow), shall be entitled to perform an independent audit to confirm the accuracy of the Aggregate Amount Funded determination submitted by Guarantor, such audit to be commenced not later than ninety (90) days after Tenant or Guarantor submits its determination, and, in the event that Guarantor's determination is shown to be materially inaccurate in Guarantor's favor (which the parties agree shall constitute a deviation of 3% or more), the cost of the audit shall be borne by Guarantor. If such independent audit establishes that the Aggregate Amount Funded did not exceed twenty percent (20%) of the Total Property Purchase Price, this Guaranty shall continue to pay in full force and effect. or (iii) the Executive’s Base Salary date on which Minimum Rent Coverage (as defined herein) equals or exceeds one hundred and to continue his participation in ISE’s benefit plans and programs for the balance thirty percent (130%) of the Employment Term; Minimum Rent for four (4) consecutive Fiscal Quarters (for clarification, it is agreed that such date shall be the last day of such fourth consecutive Fiscal Quarter). To establish that the Minimum Rent Coverage has met the 130% standard set forth hereinabove, Guarantor shall send a notice to Landlord, which notice shall include: (i) a letter from Guarantor's auditor affirming that the auditor has reviewed the Minimum Rent coverage determination for each quarter and has found no material errors or omissions therein (or such other similar statement as the auditor's policies and procedures then permit the auditor to make in providing review and confirmation of calculations of this kind), (ii) a certificate of an officer of Guarantor affirming the accuracy and completeness of the Minimum Rent Coverage determination, and (ziii) no a copy of the calculation of the Minimum Rent Coverage determination. Landlord, at its sole cost and expense (except as provided hereinbelow), shall be entitled to perform an independent audit to confirm the accuracy of the Minimum Rent Coverage determination submitted by Guarantor, such discontinuation audit to be commenced not later than ninety (90) days after Tenant or Guarantor submits its audit, and, in the event that Guarantor's determination is shown to be materially inaccurate in Guarantor's favor (which the parties agree shall constitute Good Reason for a deviation of 3% or more), the Executive’s termination cost of his employmentthe audit shall be borne by Guarantor. If such independent audit establishes that the Minimum Rent Coverage did not exceed the aforementioned one hundred and thirty percent (130%) this Guaranty shall continue in full force and effect.

Expiration of Term. In the event that the Executive’s employment is terminated by reason of If at the expiration of any Employment Term as a result of ISE giving notice of its intention the Term, your employment shall not have been previously terminated pursuant to extend any Employment Term under Section 2 the provisions of this Agreement, no Disability Period is then in effect and the Executive parties shall not have agreed in a signed writing to an extension or renewal of this Agreement or on the terms of a new employment agreement, then this Agreement shall expire and your employment shall continue on an at-will basis. As an at-will employee, upon the termination of your employment by the Company without cause (as defined in Section 4.1.) or by you for Good Reason (as defined in Section 4.2), you shall be entitledentitled to (a) Base Salary through the effective date of the termination of your employment, (b) if not previously paid, any Bonus compensation for the last calendar year of the Term, subject to actual achievement of the performance criteria established under the applicable Bonus plan for such year, provided that, if applicable, any criteria based on individual performance shall be deemed satisfied to the same extent as the performance criteria based on Company performance or, if multiple performance criteria are used, the weighted average of such performance criteria, as determined by the Company, for the last year of the Term (and subject to the exercise by the Board’s Compensation Committee of its negative discretion in lieu a manner comparable to the treatment of other named executive officers), (c) your rights to indemnification under Section 3.6 and any other compensation whatsoeverwritten agreement or arrangement of the Company, to: (id) payment of his Base Salary rights you have pursuant to any insurance, benefit or incentive plans or arrangements (but only to the extent not otherwise addressed in effect at the time of Termination for this Agreement), (e) a period of minimum severance benefit equal to twelve (12) months through ISE’s regular payrollmonths’ Base Salary and Target Bonus, commencing on the first day following the final day subject to your execution and delivery of the Employment Term; (ii) any Annual Bonus awarded but not yet paid, payable at such time as ISE pays annual bonuses to similarly situated executives; (iii) any Annual Bonus that would have been payable with respect a full release to the year in which Termination occurs Company substantially in the absence form attached hereto as Annex A, (f) immediate vesting in full of any outstanding equity awards or other Long-term Incentive Awards granted on or after the Original Effective Date and before the expiration of the Employment TermTerm and any stock option awards granted during such period shall become immediately exercisable for the time periods set forth in the respective stock option award agreements, and (g) any equity awards granted before the Original Effective Date shall continue to vest for a period that is equal to 24 months after the date of your termination of employment without cause or for Good Reason (consistent with the pro-rated for rata vesting terms set forth in Section 7.3(e) below); provided that, any stock option awards that are scheduled to vest on or before the end of such 24-month period shall vest upon the Executive actually worked prior earlier of (i) the original vesting date of the stock option award, (ii) your commencement of Other Employment, and (iii) the end of such 24-month period; provided further that, vested stock options shall remain exercisable until a date that is three years after the earlier of (x) your commencement of Other Employment and (y) the end of such 24-month period, but not beyond the term of such options; provided further that, if any Long-term Incentive Awards or stock options granted on or after the Original Effective Date and before the expiration of the Term are subject to expiration a performance requirement that has not been satisfied and payable at such time as ISE pays annual bonuses to similarly situated executives; (iv) any deferred compensation or bonuses, including interest or other credits certified by the Board of Directors on the deferred amountsdate of your termination of employment, to such Long-term Incentive Awards or stock options shall not be immediately vested and exercisable, but shall become fully vested and exercisable upon satisfaction of such performance requirement and certification by the extent provided in the plans or programs providing for deferral; Board of Directors (v) reimbursement or, if applicable, upon deemed satisfaction of expenses incurred but not paid prior to such Termination; and (vi) such rights to other benefits as may be provided in applicable plans and programs of ISE, including, without limitation, applicable employee benefit plans and programs, according performance requirements pursuant to the terms and conditions of such plans and programs. In the event that either party gives notice to the other party of his Long-term Incentive Awards or its intention not to extend the then current Employment Term for an additional Employment Term, ISE shall have the option of discontinuing the Executive’s services hereunder at any time after either party has given such noticestock options), subject to the following: (x) any such discontinuation shall not exceed one hundred twenty (120) days; (y) ISE shall continue to pay the Executive’s Base Salary and to continue his participation in ISE’s benefit plans and programs for the balance exercise of the Employment Term; and (z) no such discontinuation shall constitute Good Reason for Board’s Compensation Committee of its negative discretion in a manner comparable to the Executive’s termination treatment of his employmentother named executive officers.

Expiration of Term. In If the event that the Executive’s employment Employment Period is terminated by reason not renewed from time to time in accordance with Section 1(b) hereof, then, upon expiration of the expiration of any Employment Term as a result of ISE giving notice of its intention not to extend any Employment Term under Section 2 of this AgreementPeriod, the Company shall pay to the Executive in a lump sum in cash (except amounts payable pursuant to the terms of a plan in equity shall be entitledpaid in equity), in lieu the sum of any other compensation whatsoever, to: the following amounts: (i) payment any portion of his the Executive's Annual Base Salary in effect at through the time of Termination for a period of twelve (12) months through ISE’s regular payroll, commencing on the first day following the final last day of the Employment Term; (ii) any Annual Bonus awarded Period that has been earned but not yet paid; and (ii) the annual and long-term incentive compensation for the period that includes the last day of the Employment Period, payable at computed by assuming that the amount of all such time as ISE pays annual bonuses incentive compensation would be equal to similarly situated executives; the target amount (iiiexpressed in shares or share equivalents if applicable) any Annual Bonus of such incentive compensation that the Executive would have been payable with respect eligible to earn for such period, and multiplying that amount by a fraction, the year numerator of which is the number of days elapsed in which Termination occurs in such period through the absence of the expiration last day of the Employment TermPeriod, proand the denominator of which is the total number of days in the relevant period. Further, in the event of any non-rated for renewal of the period Employment Period, unvested options will lapse on the last day of the Employment Period, and vested options shall remain in effect and exercisable through the earlier of 60 months after the last day of the Employment Period and the end of their respective terms. Any compensation previously deferred by the Executive actually worked prior to expiration and payable at such time as ISE pays annual bonuses to similarly situated executives; (iv) together with any deferred compensation or bonuses, including accrued interest or other credits on earnings thereon) that has not been paid as of the deferred amountsDate of Termination, to the extent provided will be paid in the plans or programs providing for deferral; (v) reimbursement of expenses incurred but not paid prior to such Termination; and (vi) such rights to other benefits as may be provided in applicable plans and programs of ISE, including, without limitation, applicable employee benefit plans and programs, according to accordance with the terms and conditions of the plan, policy or arrangement pursuant to which the amounts were deferred. As a condition to receipt of such plans payments and programsbenefits, the Executive must sign and not subsequently revoke a general release in favor of the Company and its affiliates as set forth in Section 5(e) below. In Upon compliance with the event that either party gives notice to provisions of this Section 5(d), the other party of his or its intention not to extend the then current Employment Term for an additional Employment Term, ISE Company shall have the option of discontinuing the Executive’s services hereunder at any time after either party has given such noticeno further obligations under this Agreement, subject to the following: (x) any such discontinuation shall not exceed one hundred twenty (120) days; (y) ISE shall continue to pay the Executive’s Base Salary and to continue his participation except as specified in ISE’s benefit plans and programs for the balance of the Employment Term; and (z) no such discontinuation shall constitute Good Reason for the Executive’s termination of his employmentSection 6 or 7 below.

Expiration of Term. In Thereafter, the event that Guaranty Term shall continue in full force and effect until, and shall terminate on the Executive’s employment is terminated by reason first to occur of one of the expiration of any Employment Term as a result of ISE giving notice of its intention not to extend any Employment Term under Section 2 of this Agreement, the Executive shall be entitled, in lieu of any other compensation whatsoever, tofollowing events: (i) payment of his Base Salary in effect at the time of Termination for a period of twelve (12) months through ISE’s regular payroll, commencing 11:59 p.m. on the first day following the final last day of the Employment Term;Accounting Period ending closest to September 30, 2005; or (ii) any Annual Bonus awarded but not yet paid, payable at such time as ISE pays annual bonuses to similarly situated executives; (iii) any Annual Bonus that would have been payable with respect to the year in which Termination occurs in the absence of the expiration of the Employment Term, pro-rated first entire Fiscal Year of Tenant in which the Aggregate Amount Funded (as defined herein) exceeds twenty percent (20%) of the Total Property Purchase Price (as defined herein) paid to Guarantor or its Affiliated Persons for the period Properties which were acquired by Landlord. The Aggregate Amount Funded shall be determined annually, in arrears, at the Executive actually worked prior end of each Fiscal Year, except that no such determination shall be required for the Fiscal Year of Tenant which includes, or is subsequent to, the Accounting Period ending closest to expiration September 30, 2005. Tenant and/or Guarantor shall make such determination and payable at such time as ISE pays annual bonuses give notice to similarly situated executives; (iv) any deferred compensation or bonuses, including interest or other credits on the deferred amounts, to the extent provided in the plans or programs providing for deferral; (v) reimbursement of expenses incurred but not paid prior to such Termination; and (vi) such rights to other benefits as may be provided in applicable plans and programs of ISE, including, without limitation, applicable employee benefit plans and programs, according to the terms and conditions Landlord of such plans and programs. In the event that either party gives notice to the other party of his or its intention not to extend the then current Employment Term for an additional Employment Term, ISE shall have the option of discontinuing the Executive’s services hereunder at any time after either party has given such notice, subject to the following: (x) any such discontinuation shall not exceed amount within one hundred twenty (120) days; days of the expiration of the then applicable Fiscal Year. This determination shall be deemed conclusively accurate unless Landlord gives written notice to Tenant and/or Guarantor of its objections to such determination within thirty (y30) ISE days of its receipt of Tenant's and/or Guarantor's determination. To establish that the Aggregate Amount Funded has exceeded twenty percent (20%) of the Total Property Purchase Price within the applicable Fiscal Year, Guarantor shall send a notice to Landlord, including the following documents: (i) a letter from Guarantor's auditor affirming that the auditor has reviewed the Aggregate Amount Funded determination for each Fiscal Year and has found no material errors or omissions therein (or such other similar statement as the auditor's policies and procedures then permit the auditor to make in providing review and confirmation of calculations of this kind), (ii) a certificate of an officer of Guarantor affirming the accuracy and completeness of the Aggregate Amount Funded determination, and (iii) a copy of the calculation of the Aggregate Amount Funded determination. Landlord, at its sole cost and expense (except as provided hereinbelow), shall be entitled to perform an independent audit to confirm the accuracy of the Aggregate Amount Funded determination submitted by Guarantor, such audit to be commenced not later than ninety (90) days after Tenant or Guarantor submits its determination, and, in the event that Guarantor's determination is shown to be materially inaccurate in Guarantor's favor (which the parties agree shall constitute a deviation of 3% or more), the cost of the audit shall be borne by Guarantor. If such independent audit establishes that the Aggregate Amount Funded did not exceed twenty percent (20%) of the Total Property Purchase Price, this Guaranty shall continue to pay in full force and effect. or (iii) the Executive’s Base Salary date on which Minimum Rent Coverage (as defined herein) equals or exceeds one hundred and to continue his participation in ISE’s benefit plans and programs for the balance thirty percent (130%) of the Employment Term; Minimum Rent for four (4) consecutive Fiscal Quarters (for clarification, it is agreed that such date shall be the last day of such fourth consecutive Fiscal Quarter). To establish that the Minimum Rent Coverage has met the 130% standard set forth hereinabove, Guarantor shall send a notice to Landlord, which notice shall include: (i) a letter from Guarantor's auditor affirming that the auditor has reviewed the Minimum Rent Coverage determination for each quarter and has found no material errors or omissions therein (or such other similar statement as the auditor's policies and procedures then permit the auditor to make in providing review and confirmation of calculations of this kind), (ii) a certificate of an officer of Guarantor affirming the accuracy and completeness of the Minimum Rent Coverage determination, and (ziii) no a copy of the calculation of the Minimum Rent Coverage determination. Landlord, at its sole cost and expense (except as provided hereinbelow), shall be entitled to perform an independent audit to confirm the accuracy of the Minimum Rent Coverage determination submitted by Guarantor, such discontinuation audit to be commenced not later than ninety (90) days after Tenant or Guarantor submits its audit, and, in the event that Guarantor's determination is shown to be materially inaccurate in Guarantor's favor (which the parties agree shall constitute Good Reason for a deviation of 3% or more), the Executive’s termination cost of his employmentthe audit shall be borne by Guarantor. If such independent audit establishes that the Minimum Rent Coverage did not exceed the aforementioned one hundred and thirty percent (130%) this Guaranty shall continue in full force and effect.

Expiration of Term. In the event that the Executive’s employment is terminated by reason of If at the expiration of any Employment Term as a result of ISE giving notice of its intention the Term, your employment shall not have been previously terminated pursuant to extend any Employment Term under Section 2 the provisions of this Agreement, no Disability Period is then in effect and the Executive parties shall not have agreed in a signed writing to an extension or renewal of this Agreement or on the terms of a new employment agreement, then this Agreement shall expire and your employment shall continue on an at-will basis. As an at-will employee, upon the termination of your employment without cause, (a) you shall be entitled, eligible for participation in lieu of any other compensation whatsoever, to: (i) payment of his Base Salary in effect at executive-level severance plan or program offered by the time of Termination for Company that will provide a period of minimum severance benefit equal to twelve (12) months through ISE’s regular payrollBase Salary and Target Bonus, commencing on the first day following the final day subject to your execution and delivery of the Employment Term; (ii) any Annual Bonus awarded but not yet paid, payable at such time as ISE pays annual bonuses to similarly situated executives; (iii) any Annual Bonus that would have been payable with respect a full release to the year in which Termination occurs Company substantially in the absence form attached hereto as Annex A or such other form of release as may be implemented for such executive-level severance plan or program, (b) you shall receive immediate vesting in full of any outstanding equity awards or other Long-term Incentive Awards granted on and after the Original Effective Date and before the expiration of the Term and any stock option awards granted during such period shall become immediately exercisable for the time periods set forth in the respective stock option award agreements, and (c) any equity awards granted before the Original Effective Date shall continue to vest until the earlier of (i) 12 months after the date of your termination of employment without cause, and (ii) your commencement of Other Employment; provided that, vested stock options shall remain exercisable for the time periods set forth in the respective stock option award agreements beginning upon the earlier of (x) your commencement of Other Employment Termand (y) the end of such 12-month period; provided further that, RSU awards granted on or after January 1, 2010 but before the Original Effective Date shall receive pro-rated for the period the Executive actually worked prior to expiration and payable at such time as ISE pays annual bonuses to similarly situated executives; (iv) any deferred compensation or bonuses, including interest or other credits rata accelerated vesting treatment based on the deferred amounts, to number of RSUs that would have vested during such 12 month period and the extent provided in the plans or programs providing for deferral; (v) reimbursement of expenses incurred but not paid prior to such Termination; and (vi) such rights to other benefits as may related shares shall be provided in applicable plans and programs of ISE, including, without limitation, applicable employee benefit plans and programs, according distributed pursuant to the terms of the award agreement and conditions any addendums thereto; provided further that, if any Long-term Incentive Awards or stock options granted during the Term are subject to a performance requirement that has not been satisfied and certified by the Board of Directors on the date of your termination of employment, such Long-term Incentive Awards or stock options shall not be immediately vested and exercisable, but shall become fully vested and exercisable upon satisfaction of such plans performance requirement and programs. In certification by the event that either party gives notice Board of Directors (or, if applicable, upon deemed satisfaction of such performance requirements pursuant to the other party of his or its intention not to extend the then current Employment Term for an additional Employment Term, ISE shall have the option of discontinuing the Executive’s services hereunder at any time after either party has given such notice, subject to the following: (x) any such discontinuation shall not exceed one hundred twenty (120) days; (y) ISE shall continue to pay the Executive’s Base Salary and to continue his participation in ISE’s benefit plans and programs for the balance terms of the Employment Term; and (z) no such discontinuation shall constitute Good Reason for the Executive’s termination of his employmentLong-term Incentive Awards or stock options).

Expiration of Term. 8.4.1 In the event that the Executive’s employment is terminated by reason of the expiration of any Term of Employment Term as a result of ISE the Corporation giving notice of its intention not to extend any Term of Employment Term under Section 2 3 of this Agreement, the Executive shall be entitled, in lieu of any other compensation whatsoever, toentitled to the following payments and benefits: (ia) payment of his Base Salary in effect at the time of Termination termination for a period of twelve twenty four (1224) months through ISE’s regular payroll, commencing on the first day following the final day of the Employment Termmonths; (iib) any Annual Bonus annual bonus awarded but not yet paid, payable at such time as ISE pays annual bonuses to similarly situated executives; (iiic) any Annual Bonus annual bonus that would have been payable with respect to the year in which Termination occurs in the absence of the expiration of the Employment Termtermination, pro-rated for the period the Executive actually worked prior to expiration and payable such termination, provided that the Executive worked at such time as ISE pays least six (6) months in the year for which the annual bonuses to similarly situated executivesbonus is payable; (ivd) any deferred compensation or bonuses, including interest or other credits on the deferred amounts, to the extent provided in the plans or programs providing for deferral; (ve) reimbursement of expenses incurred but not paid prior to such Termination; termination of employment; (f) continuation of participation in the Corporation’s group medical, dental and life insurance plans for a period of twelve (12) months or until the date on which the Executive first becomes eligible for substantially equivalent insurance coverage provided by any other entity following termination of employment by the Corporation, whichever occurs first, and (vig) such rights to other benefits as may be provided in applicable plans and programs of ISEthe Corporation, including, without limitation, applicable employee benefit plans and programs, according to the terms and conditions of such plans and programs. . 8.4.2 In the event that either party gives the Executive’s employment is terminated at the end of the initial Term of Employment by reason of the Executive giving notice to the other party of his or its intention not to extend the then current initial Term of Employment Term for an additional Employment Termbeyond July 25, ISE 2009, under Section 3 of this Agreement, the Executive shall have be entitled to the option of discontinuing the Executive’s services hereunder at any time after either party has given such noticefollowing payments and benefits, subject to the following: conditions set forth in this Section 8.4.2: (xa) payment of his Base Salary in effect at the time of termination for a period of twelve (12) months; (b) any annual bonus awarded but not yet paid; (c) any annual bonus that would have been payable with respect to the year of termination, pro-rated for the period the Executive worked prior to such discontinuation shall termination, provided that the Executive worked at least six (6) months in the year for which the annual bonus is payable; (d) any deferred compensation or bonuses, including interest or other credits on the deferred amounts, to the extent provided in the plans or programs providing for deferral; (e) reimbursement of expenses incurred but not exceed one hundred twenty paid prior to such termination of employment; (120f) days; (y) ISE shall continue to pay the Executive’s Base Salary and to continue his continuation of participation in ISEthe Corporation’s group medical, dental and life insurance plans during the period in which the Executive is providing consulting services in accordance with the proviso set forth at the end of this Section 8.4.2 or until the date on which the Executive first becomes eligible for substantially equivalent insurance coverage provided by any other entity following termination of employment by the Corporation, whichever occurs first; and (g) such rights to other benefits as may be provided in applicable plans and programs of the Corporation, including, without limitation, applicable employee benefit plans and programs programs, according to the terms and conditions of such plans and programs; provided, however, that the foregoing payments and benefits shall not be made unless the Executive: (i) provides the Corporation with no less than six (6) months prior written notice of his intention not to renew the initial Term of Employment, (ii) enters into a consulting agreement that is reasonably satisfactory to the Corporation for a term of twelve (12) months that requires the balance Executive to perform up to twenty-five (25) hours of services per week at the Employment Term; Corporation’s option, (iii) the Executive complies with the other conditions set forth in this Section 8 and the post-employment obligations set forth in Section 5 and Section 6, and (ziv) no such discontinuation shall constitute Good Reason does not perform services for any other person or entity, whether as an employee, consultant or independent contractor, or any other capacity, without the ExecutiveBoard’s termination of his employmentwritten approval.

Expiration of Term. In the event that the Executive’s If your employment is terminated by reason of the expiration of any Employment Term as a result of ISE giving notice of its intention not to extend any Employment Term under Section 2 of this Agreement, the Executive shall be entitled, in lieu of any other compensation whatsoever, to: (i) payment of his Base Salary in effect at the time of Termination for a period of twelve (12) months through ISE’s regular payroll, commencing on the first day following the final day of the Employment Term; (ii) any Annual Bonus awarded but not yet paid, payable at such time as ISE pays annual bonuses to similarly situated executives; (iii) any Annual Bonus that would have been payable with respect to the year in which Termination occurs in the absence hereunder terminates because of the expiration of the Employment TermTerm by notice of non-renewal in accordance with Section 1 above, proyou will be entitled to receive: (i) as soon as reasonably practicable following the Termination Date, the Accrued Obligations (other than the Pro-rated for Rata Annual Bonus) and (ii) the period benefits described in Section 10(f) below. In addition, (x) if the Executive actually worked prior to expiration and payable at such time as ISE pays annual bonuses to similarly situated executives; (iv) any deferred compensation or bonuses, including interest or other credits on the deferred amounts, Term expires due to the extent Company’s delivery of written notice of non-renewal, provided you have not materially breached the covenants, obligations and agreements contained in Section 12 (after notice of breach of such obligations from the plans or programs providing for deferral; Company and without cure by you after such notice): (vI) reimbursement of expenses incurred but not paid prior to each compensatory stock option (and any similar award, such Termination; and as a stock appreciation right) that you shall have received (vi) such rights to other benefits as may be provided in applicable plans and programs of ISE, including, without limitation, applicable employee benefit plans and programsthe stock option described in Section 7(a)) shall, according to the terms extent that it would have become vested or exercisable on or before the second anniversary of the Termination Date had your employment hereunder continued through such second anniversary, be fully vested as of the Termination Date and conditions shall be, and remain, fully exercisable until the earliest of a Change in Control upon which all other compensatory stock options cease to be exercisable, the second anniversary of the Termination Date, and the expiration of its maximum stated term; (II) each compensatory restricted stock award (and any similar award, such plans and programs. In as a phantom share award) that you shall have received (including, without limitation, the event that either party gives notice restricted stock award described in Section 7(b)) shall become fully vested as of the Termination Date, to the other party extent that it would have become vested on or before the second anniversary of his or its intention not to extend the then current Employment Term for an additional Employment TermTermination Date if your employment hereunder had continued through such second anniversary, ISE and all contractual restrictions on it shall lapse as of the Termination Date; (III) each performance-based equity award that you shall have received shall also become fully vested, and shall therefore become non-forfeitable, as of the option end of discontinuing the Executive’s services hereunder at any time after either party has given such noticeapplicable performance period, subject to the following: extent that it would have become vested on or before the second anniversary of the Termination Date if your employment hereunder had continued through such second anniversary (xdisregarding any exercise of negative discretion that is not similarly applied to all senior executive participants); and (IV) any other equity-based award shall also become fully vested, and shall therefore become non-forfeitable, as of the Termination Date, to the extent that it would have become vested on or before the second anniversary of the Termination Date if your employment hereunder had continued through such discontinuation shall not exceed one hundred twenty (120) dayssecond anniversary; and (y) ISE if the Term expires due to your delivery of written notice of non-renewal, provided you have not materially breached the covenants, obligations and agreements contained in Section 12 (after notice of a breach of such obligations from the Company and without cure by you after such notice): (I) each compensatory stock option (and any similar award, such as an a stock appreciation right) that you shall continue have received (including, without limitation, the stock option described in Section 7(a)) shall, to pay the Executive’s Base Salary and to continue his participation in ISE’s benefit plans and programs for extent that it would have become vested or exercisable on or before the balance first anniversary of the Employment TermTermination Date had your employment hereunder continued through such first anniversary, be fully vested as of the Termination Date and shall be, and remain, fully exercisable until the earliest of a Change in Control upon which all other compensatory stock options cease to be exercisable, the first anniversary of the Termination Date, and the expiration of its maximum stated term; (II) each compensatory restricted stock award (and any similar award, such as a phantom share award) that you shall have received (including, without limitation, the restricted stock award described in Section 7(b)) shall become fully vested as of the Termination Date, to the extent that it would have become vested on or before the first anniversary of the Termination Date if your employment hereunder had continued through such first anniversary, and all contractual restrictions on it shall lapse as of the Termination Date; (III) each performance-based equity award that you shall have received shall also become fully vested, and shall therefore become non-forfeitable, as of the end of the applicable performance period, to the extent that it would have become vested on or before the first anniversary of the Termination Date if your employment hereunder had continued through such first anniversary (disregarding any exercise of negative discretion that is not similarly applied to all senior executive participants); and (zIV) no any other equity-based award shall also become fully vested, and shall therefore become non-forfeitable, as of the Termination Date, to the extent that it would have become vested on or before the first anniversary of the Termination Date if your employment hereunder had continued through such discontinuation shall constitute Good Reason for the Executive’s termination of his employmentfirst anniversary.

Expiration of Term. In the event that the Executive’s If your employment is terminated by reason of the expiration of any Employment Term as a result of ISE giving notice of its intention not to extend any Employment Term under Section 2 of this Agreement, the Executive shall be entitled, in lieu of any other compensation whatsoever, to: (i) payment of his Base Salary in effect at the time of Termination for a period of twelve (12) months through ISE’s regular payroll, commencing on the first day following the final day of the Employment Term; (ii) any Annual Bonus awarded but not yet paid, payable at such time as ISE pays annual bonuses to similarly situated executives; (iii) any Annual Bonus that would have been payable with respect to the year in which Termination occurs in the absence hereunder terminates because of the expiration of the Employment TermTerm by notice of non-renewal in accordance with Section 1 above, proyou will be entitled to receive: (x) as soon as reasonably practicable following the Termination Date, the Accrued Obligations (other than the Pro-rated for Rata Annual Bonus) and (y) the period benefits described in Section 10(g) below. (i) In addition, if the Executive actually worked Term expires due to the Company’s delivery of written notice of non-renewal, provided you have not materially breached the covenants, obligations and agreements contained in Section 12 (after notice of breach of such obligations from the Company and without cure by you after such notice): (A) Each compensatory stock option (and any similar award, such as a stock appreciation right) that you shall have received prior to January 1, 2014 shall be, and remain, fully vested as of the Termination Date and shall be, and remain, fully exercisable until the earliest of a Change in Control upon which all other compensatory stock options cease to be exercisable, the second anniversary of the Termination Date, and the expiration and payable at such time as ISE pays annual bonuses to similarly situated executives; (iv) any deferred compensation or bonuses, including interest or other credits on the deferred amounts, to the extent provided in the plans or programs providing for deferral; (v) reimbursement of expenses incurred but not paid prior to such Terminationits maximum stated term; and (viB) Each compensatory stock option (and any similar award, such rights to other benefits as may a stock appreciation right) that you shall have received on or after January 1, 2014, each compensatory restricted stock award (and any similar award, such as a phantom share award) that you shall have received on or after January 1, 2014 and each performance-based equity award that you shall have received on or after January 1, 2014 shall be treated as provided in applicable plans Section 10(a)(v)(B), Section 10(a)(v)(D) and programs Section 10(a)(v)(F), respectively, hereof, as if your employment had been terminated by the Company without Cause; and any other equity based award that you shall have received on or after January 1, 2014 shall become fully vested, and non-forfeitable, as of ISEthe Termination Date. (ii) In addition, includingif the Term expires due to your delivery of written notice of non-renewal, without limitationprovided you have not materially breached the covenants, applicable employee benefit plans obligations and programs, according to the terms and conditions agreements contained in Section 12 (after notice of a breach of such plans obligations from the Company and programs. In the event without cure by you after such notice), each compensatory stock option (and any similar award, such as an a stock appreciation right) that either party gives notice to the other party of his or its intention not to extend the then current Employment Term for an additional Employment Term, ISE you shall have the option of discontinuing the Executive’s services hereunder at any time after either party has given such noticereceived prior to January 1, subject to the following: (x) any such discontinuation 2014 shall not exceed one hundred twenty (120) days; (y) ISE shall continue to pay the Executive’s Base Salary be, and to continue his participation in ISE’s benefit plans and programs for the balance remain, fully vested as of the Employment Term; Termination Date and (z) no such discontinuation shall constitute Good Reason for be, and remain, fully exercisable until the Executive’s termination earliest of his employmenta Change in Control upon which all other compensatory stock options cease to be exercisable, the first anniversary of the Termination Date, and the expiration of its maximum stated term.

Expiration of Term. In Thereafter, the event that Guaranty Term shall continue in full force and effect until, and shall terminate on the Executive’s employment is terminated by reason first to occur of one of the expiration of any Employment Term as a result of ISE giving notice of its intention not to extend any Employment Term under Section 2 of this Agreement, the Executive shall be entitled, in lieu of any other compensation whatsoever, tofollowing events: (i) payment of his Base Salary in effect at the time of Termination for a period of twelve (12) months through ISE’s regular payroll, commencing 11:59 p.m. on the first day following the final last day of the Employment Term;Accounting Period ending closest to September 30, 2004; or (ii) any Annual Bonus awarded but not yet paid, payable at such time as ISE pays annual bonuses to similarly situated executives; (iii) any Annual Bonus that would have been payable with respect to the year in which Termination occurs in the absence of the expiration of the Employment Term, pro-rated first entire Fiscal Year of Tenant in which the Aggregate Amount Funded (as defined herein) exceeds twenty percent (20%) of the Total Property Purchase Price (as defined herein) paid to Guarantor or its Affiliated Persons for the period Properties which were acquired by Landlord. The Aggregate Amount Funded shall be determined annually, in arrears, at the Executive actually worked prior end of each Fiscal Year, except that no such determination shall be required for the Fiscal Year of Tenant which includes, or is subsequent to, the Accounting Period ending closest to expiration September 30, 2004. Tenant and/or Guarantor shall make such determination and payable at such time as ISE pays annual bonuses give notice to similarly situated executives; (iv) any deferred compensation or bonuses, including interest or other credits on the deferred amounts, to the extent provided in the plans or programs providing for deferral; (v) reimbursement of expenses incurred but not paid prior to such Termination; and (vi) such rights to other benefits as may be provided in applicable plans and programs of ISE, including, without limitation, applicable employee benefit plans and programs, according to the terms and conditions Landlord of such plans and programs. In the event that either party gives notice to the other party of his or its intention not to extend the then current Employment Term for an additional Employment Term, ISE shall have the option of discontinuing the Executive’s services hereunder at any time after either party has given such notice, subject to the following: (x) any such discontinuation shall not exceed amount within one hundred twenty (120) days; days of the expiration of the then applicable Fiscal Year. This determination shall be deemed conclusively accurate unless Landlord gives written notice to Tenant and/or Guarantor of its objections to such determination within thirty (y30) ISE days of its receipt of Tenant's and/or Guarantor's determination. To establish that the Aggregate Amount Funded has exceeded twenty percent (20%) of the Total Property Purchase Price within the applicable Fiscal Year, Guarantor shall send a notice to Landlord, including the following documents: (i) a letter from Guarantor's auditor affirming that the auditor has reviewed the Aggregate Amount Funded determination for each Fiscal Year and has found no material errors or omissions therein (or such other similar statement as the auditor's policies and procedures then permit the auditor to make in providing review and confirmation of calculations of this kind), (ii) a certificate of an officer of Guarantor affirming the accuracy and completeness of the Aggregate Amount Funded determination, and (iii) a copy of the calculation of the Aggregate Amount Funded determination. Landlord, at its sole cost and expense (except as provided hereinbelow), shall be entitled to perform an independent audit to confirm the accuracy of the Aggregate Amount Funded determination submitted by Guarantor, such audit to be commenced not later than ninety (90) days after Tenant or Guarantor submits its determination, and, in the event that Guarantor's determination is shown to be materially inaccurate in Guarantor's favor (which the parties agree shall constitute a deviation of 3% or more), the cost of the audit shall be borne by Guarantor. If such independent audit establishes that the Aggregate Amount Funded did not exceed twenty percent (20%) of the Total Property Purchase Price, this Guaranty shall continue to pay in full force and effect. or (iii) the Executive’s Base Salary date on which Minimum Rent Coverage (as defined herein) equals or exceeds one hundred and to continue his participation in ISE’s benefit plans and programs for the balance thirty percent (130%) of the Employment Term; Minimum Rent for four (4) consecutive Fiscal Quarters (for clarification, it is agreed that such date shall be the last day of such fourth consecutive Fiscal Quarter). To establish that the Minimum Rent Coverage has met the 130% standard set forth hereinabove, Guarantor shall send a notice to Landlord, which notice shall include: (i) a letter from Guarantor's auditor affirming that the auditor has reviewed the Minimum Rent Coverage determination for each quarter and has found no material errors or omissions therein (or such other similar statement as the auditor's policies and procedures then permit the auditor to make in providing review and confirmation of calculations of this kind), (ii) a certificate of an officer of Guarantor affirming the accuracy and completeness of the Minimum Rent Coverage determination, and (ziii) no a copy of the calculation of the Minimum Rent Coverage determination. Landlord, at its sole cost and expense (except as provided hereinbelow), shall be entitled to perform an independent audit to confirm the accuracy of the Minimum Rent Coverage determination submitted by Guarantor, such discontinuation audit to be commenced not later than ninety (90) days after Tenant or Guarantor submits its audit, and, in the event that Guarantor's determination is shown to be materially inaccurate in Guarantor's favor (which the parties agree shall constitute Good Reason for a deviation of 3% or more), the Executive’s termination cost of his employmentthe audit shall be borne by Guarantor. If such independent audit establishes that the Minimum Rent Coverage did not exceed the aforementioned one hundred and thirty percent (130%) this Guaranty shall continue in full force and effect.

Expiration of Term. In Unless terminated earlier as provided under Sections 14.1(a), 14.2(a) or 14.2(b), this Agreement shall expire at the event that end of the Executive’s employment is terminated by reason of Term. Upon the expiration of the Term and provided in each instance that the Plant City Facility is fee-owned by C&S on the expiration of the Agreement, (a) C&S, at its discretion, may elect to have BWD purchase the Assets [***] or (b) BWD, at its discretion, may elect to purchase the Assets [***] provided that each of C&S or BWD provides written notice of its election under (a) or (b) at least [***] days prior to the last day of this Agreement. In addition, upon the expiration of the Term and at the request of C&S, BWD will: (i) repurchase the Inventory at [***] (ii) assume by way of assignment any Employment Term and all of C&S’ obligations arising out of or related to any lease or service agreement related primarily to the operation of the Facilities and/or the provision of the services required by this Agreement including, but not limited to, any Lease/Service Agreements (as defined in Section 14.1(b)), provided with respect to any Lease/Service Agreements being assigned to BWD, such Facility or equipment shall have been maintained by C&S in the manner and condition contractually required under such Lease/Service Agreements (normal wear and tear excluded) prior to assigning such Lease/Service Agreement over to BWD and in the event C&S is in default under a Lease/Service Agreement with respect to the maintenance of such Facility or equipment, then C&S must either cure such default or BWD shall not be obligated to assume the related Lease/Service Agreement; (iii) reimburse C&S for any and all legally required severance costs incurred by C&S as a result of ISE giving notice C&S terminating the employment of individuals providing services to BWD hereunder at the Facilities or at a Replacement Facility, including but not limited to any and all costs related to the WARN Act, any employee benefits expenses, and other employee termination costs; and (iv) reimburse C&S for any other reasonable out-of-pocket costs incurred by C&S related to the shutdown of the Facilities or a Replacement Facility. BWD shall not be required to assume any contracts to supply merchandise to any third party. C&S will communicate its intention not decision as to extend any Employment Term under Section 2 whether it wishes to sell the Assets at least [***] days prior to the last day of this Agreement, the Executive shall be entitled, in lieu of any other compensation whatsoever, to: (i) payment of his Base Salary in effect at the time of Termination for a period of twelve (12) months through ISE’s regular payroll, commencing on the first day following the final day of the Employment Term; (ii) any Annual Bonus awarded but not yet paid, payable at such time as ISE pays annual bonuses to similarly situated executives; (iii) any Annual Bonus that would have been payable with respect to the year in which Termination occurs in the absence of the expiration of the Employment Term, pro-rated for the period the Executive actually worked prior to expiration and payable at such time as ISE pays annual bonuses to similarly situated executives; (iv) any deferred compensation or bonuses, including interest or other credits on the deferred amounts, to the extent provided in the plans or programs providing for deferral; (v) reimbursement of expenses incurred but not paid prior to such Termination; and (vi) such rights to other benefits as may be provided in applicable plans and programs of ISE, including, without limitation, applicable employee benefit plans and programs, according to the terms and conditions of such plans and programs. In the event that either party gives notice to the other party of his or its intention not to extend the then current Employment Term for an additional Employment Term, ISE shall have the option of discontinuing the Executive’s services hereunder at any time after either party has given such notice, subject to the following: (x) any such discontinuation shall not exceed one hundred twenty (120) days; (y) ISE shall continue to pay the Executive’s Base Salary and to continue his participation in ISE’s benefit plans and programs for the balance of the Employment Term; and (z) no such discontinuation shall constitute Good Reason for the Executive’s termination of his employment.

Expiration of Term. In the event that the Executive’s employment is terminated by reason of the expiration of any Employment Term as a result of ISE giving notice of its intention not to extend any Employment Term under Section 2 of this Agreement, the Executive shall be entitled, in lieu of any other compensation whatsoever, to: (i) payment of his Base Salary in effect at the time of Termination for a period of twelve (12( ) months through ISE’s regular payroll, commencing on the first day following the final day of the Employment Term; (ii) any Annual Bonus awarded but not yet paid, payable at such time as ISE pays annual bonuses to similarly situated executives; (iii) any Annual Bonus that would have been payable with respect to the year in which Termination occurs in the absence of the expiration of the Employment Term, pro-rated for the period the Executive actually worked prior to expiration and payable at such time as ISE pays annual bonuses to similarly situated executives; (iv) any deferred compensation or bonuses, including interest or other credits on the deferred amounts, to the extent provided in the plans or programs providing for deferral; (v) reimbursement of expenses incurred but not paid prior to such Termination; and (vi) such rights to other benefits as may be provided in applicable plans and programs of ISE, including, without limitation, applicable employee benefit plans and programs, according to the terms and conditions of such plans and programs. In the event that either party gives notice to the other party of his or its intention not to extend the then current Employment Term for an additional Employment Term, ISE shall have the option of discontinuing the Executive’s services hereunder at any time after either party has given such notice, subject to the following: (x) any such discontinuation shall not exceed one hundred twenty (120( ) days; (y) ISE shall continue to pay the Executive’s Base Salary and to continue his participation in ISE’s benefit plans and programs for the balance of the Employment Term; and (z) no such discontinuation shall constitute Good Reason for the Executive’s termination of his employment.