Common use of For Good Reason or Without Cause Clause in Contracts

For Good Reason or Without Cause. If, during the Employment Period, TWPG Inc. terminates your employment without Cause or you terminate your employment for Good Reason: (1) TWPG Inc. will pay you, in a lump sum, the following as of the end of your employment: (A) the amount of your remaining Base Salary from the Date of Termination through the end of the then-existing Employment Period (solely for purposes of this Clause (A), the then-existing Employment Period shall be determined as if your employment were not then terminated), (B) your unpaid Base Salary for periods prior to your termination, and pay with respect to any of your accrued but unused vacation, (C) any accrued expense reimbursements and other cash entitlements, (D) any unpaid but vested Bonus and (E) any unpaid compensation deferred by you (together with any interest and/or earnings through the end of your employment) other than pursuant to a tax-qualified plan (the amounts set forth in Clauses (B), (C), (D) and (E) of this Section 9(b)(1), your “Accrued Compensation”). In addition, TWPG Inc. will timely pay you any amounts and provide you any benefits that are required, or to which you are entitled, under any plan, contract or arrangement of the Firm (together, the “Other Benefits”). (2) TWPG Inc. will pay you in a lump sum an amount equal to the sum of (A) the average of the Bonuses paid or payable to you for the three fiscal years ending before Termination Notice is given (your “Historic Bonus”) plus (B) the product of your Historic Bonus multiplied by a fraction, the numerator of which shall be the number of days elapsed since the date of this agreement (or if such termination occurs after December 31, 2009, the number of days elapsed since this Agreement was last renewed in accordance with Section 2), and the denominator of which shall be the number of days in the Initial Employment Period (or if such termination occurs after December 31, 2009, 730 days). In calculating your Historic Bonus: (A) your Bonus for each of the 2003, 2004 and 2005 fiscal years will deemed to be $1,000,000; and (B) compensation will be deemed paid or payable even if it was deferred and any Bonus for a fiscal year for which you were employed for less than the full fiscal year will be annualized. (3) All stock options issued by TWPG Inc. to you will vest and become immediately exercisable and will remain exercisable for a period of 12 months after the end of your employment (or, if earlier, until they would have expired but for your termination). All restricted stock, restricted stock units and other equity-based compensation awarded by TWPG Inc. to you will vest and become immediately payable. The benefits in this Section 9(b)(3) are referred to as “Accelerated Vesting”. (4) For 24 months following the Date of Termination, you, your spouse and your dependents will continue to be entitled to participate in each of the Firm’s employee benefit and welfare plans providing for medical, dental, hospitalization, life or disability insurance on a basis that is at least as favorable as in effect immediately before Termination Notice was given (the “Welfare Benefits”). However, if the Firm’s plans do not permit you, your spouse or your dependents to participate on this basis, TWPG Inc. will provide Welfare Benefits (with the same after-tax effect for you) outside of the plans. If you become employed during such 24-month period and are eligible for coverage from your new employer, the Welfare Benefits will be secondary to your new coverage (if the Firm reimburses you for any increased cost and provides any additional benefits that are necessary to provide you with the full Welfare Benefits).

For Good Reason or Without Cause. If, during the Employment Period, TWPG Inc. terminates your employment without Cause or you terminate your employment for Good Reason: (1) TWPG Inc. will pay you, in a lump sum, the following as of the end of your employment: your unpaid Base Salary for periods prior to your termination, and pay with respect to any of your accrued but unused vacation, any accrued expense reimbursements and other cash entitlements, and any unpaid but vested Bonus (Athe sum of such amounts, your “Accrued Compensation”). In addition, TWPG Inc. will timely pay you any amounts and provide you any benefits that are required, or to which you are entitled, under any plan, contract or arrangement of the Firm, including any unpaid compensation deferred by you (together with any interest and/or earnings through the end of your employment) other than pursuant to a tax-qualified plan which is payable as a result of your termination of employment (together, the “Other Benefits”). (2) TWPG Inc. will pay you, in a lump sum, on the sixtieth (60th) day following the Date of Termination, the amount of your remaining Base Salary from the Date of Termination through the end of the then-existing Employment Period (solely for purposes of this Clause (A), the then-existing Employment Period shall be determined as if your employment were not then terminated), (B) your unpaid Base Salary for periods prior to your termination, and pay with respect to any of your accrued but unused vacation, (C) any accrued expense reimbursements and other cash entitlements, (D) any unpaid but vested Bonus and (E) any unpaid compensation deferred by you (together with any interest and/or earnings through the end of your employment) other than pursuant to a tax-qualified plan (the amounts set forth in Clauses (B), (C), (D) and (E) of this Section 9(b)(1), your “Accrued Compensation”). In addition, TWPG Inc. will timely pay you any amounts and provide you any benefits that are required, or to which you are entitled, under any plan, contract or arrangement of the Firm (together, the “Other Benefits”). (23) TWPG Inc. will pay you in a lump sum sum, on the sixtieth (60th) day following the Date of Termination, an amount equal to the sum of (A) the average of the Bonuses paid or payable to you for the three fiscal years ending before Termination Notice is given (your “Historic Bonus”) plus (B) the product of your Historic Bonus multiplied by a fraction, the numerator of which shall be the number of days elapsed since the original effective date of this agreement the Prior Agreement (or if such termination occurs after December 31, 2009, the number of days elapsed since this Agreement was last renewed in accordance with Section 2), and the denominator of which shall be the number of days in the Initial Employment Period (or if such termination occurs after December 31, 2009, 730 days). In calculating your Historic Bonus: (A) your Bonus for each of the 2003, 2004 and 2005 fiscal years will deemed to be $1,000,000; and (B) compensation will be deemed paid or payable even if it was deferred and any Bonus for a fiscal year for which you were employed for less than the full fiscal year will be annualized. (34) All stock options issued by TWPG Inc. to you will vest and become immediately exercisable and will remain exercisable for a period of 12 months after the end of your employment (or, if earlier, until they would have expired but for your termination). All restricted stock, restricted stock units and other equity-based compensation awarded by TWPG Inc. to you will vest and become immediately payable. The benefits in this Section 9(b)(39(b)(4) are referred to as “Accelerated Vesting”. (45) For 24 months following the Date of Termination, you, your spouse and your dependents will continue to be entitled to participate in each of the Firm’s employee benefit and welfare plans providing for medical, dental, hospitalization, hospitalization or life or disability insurance on a basis that is at least as favorable as in effect immediately before Termination Notice was given (the “Welfare Benefits”). However, if the Firm’s plans do not permit you, your spouse or your dependents to participate on this basis, TWPG Inc. will provide Welfare Benefits (with the same after-tax effect for you) outside of the plans. If you become employed during such 24-month period and are eligible for coverage from your new employer, the Welfare Benefits will be secondary to your new coverage (if the Firm reimburses you for any increased cost and provides any additional benefits that are necessary to provide you with the full Welfare Benefits).

For Good Reason or Without Cause. IfIf the Executive's employment is terminated by the Corporation for any reason other than for Cause, during Disability, Retirement or death, or by the Employment Period, TWPG Inc. terminates your employment without Cause or you terminate your employment Executive for Good Reason, in either case at any time during the Effective Period, then: (1a) TWPG Inc. will The Corporation shall pay you, in a lump sum, the following as of the end of your employment: (A) the amount of your remaining Base Salary from the Date of Termination through the end of the then-existing Employment Period (solely for purposes of this Clause (A), the then-existing Employment Period shall be determined as if your employment were not then terminated), (B) your unpaid Base Salary for periods prior to your termination, and pay with respect to any of your accrued but unused vacation, (C) any accrued expense reimbursements and other cash entitlements, (D) any unpaid but vested Bonus and (E) any unpaid compensation deferred by you (together with any interest and/or earnings through the end of your employment) other than pursuant to a tax-qualified plan (the amounts set forth in Clauses (B), (C), (D) and (E) of this Section 9(b)(1), your “Accrued Compensation”). In addition, TWPG Inc. will timely pay you any amounts and provide you any benefits that are required, or to which you are entitled, under any plan, contract or arrangement of the Firm (together, the “Other Benefits”). (2) TWPG Inc. will pay you in a lump sum an amount equal to the sum of (A) the average of the Bonuses paid or payable to you for the three fiscal years ending before Termination Notice is given (your “Historic Bonus”) plus (B) the product of your Historic Bonus multiplied by a fractionExecutive, the numerator of which shall be the number of not later than 30 days elapsed since the date of this agreement (or if such termination occurs after December 31, 2009, the number of days elapsed since this Agreement was last renewed in accordance with Section 2), and the denominator of which shall be the number of days in the Initial Employment Period (or if such termination occurs after December 31, 2009, 730 days). In calculating your Historic Bonus: (A) your Bonus for each of the 2003, 2004 and 2005 fiscal years will deemed to be $1,000,000; and (B) compensation will be deemed paid or payable even if it was deferred and any Bonus for a fiscal year for which you were employed for less than the full fiscal year will be annualized. (3) All stock options issued by TWPG Inc. to you will vest and become immediately exercisable and will remain exercisable for a period of 12 months after the end of your employment (or, if earlier, until they would have expired but for your termination). All restricted stock, restricted stock units and other equity-based compensation awarded by TWPG Inc. to you will vest and become immediately payable. The benefits in this Section 9(b)(3) are referred to as “Accelerated Vesting”. (4) For 24 months following the Date of Termination, youthe Executive's accrued but unpaid base salary through the Date of Termination plus compensation for current and carried-over unused vacation and compensation days in accordance with the applicable personnel policy. (b) The Corporation shall pay to the Executive, your spouse and your dependents will continue not later than 30 days following the Date of Termination, an amount in cash equal to be entitled the product of (x) the average annual bonus paid to participate in each the Executive for the last three full fiscal years ending prior to the Date of the Firm’s employee benefit and welfare plans providing for medical, dental, hospitalization, life or disability insurance on a basis that is at least as favorable as in effect immediately before Termination Notice was given (the “Welfare Benefits”). Howeveror, if the Firm’s plans do Executive has been employed by the Corporation for less than three full fiscal years prior to the Date of Termination, the average annual bonus paid to the Executive for the entire period of the Executive's employment prior to the Date of Termination and (y) the fraction obtained by dividing (i) the number of days between the Date of Termination and the last day of the last full fiscal year ending prior to such date and (ii) 365. (c) In lieu of any further payments of salary to the Executive after the Date of Termination, the Corporation shall pay to the Executive, not permit youlater than thirty (30) days following the Date of Termination and notwithstanding any dispute between the Executive and the Corporation as to the payment to the Executive of any other amounts under this Agreement or otherwise, your spouse a lump sum cash severance payment (the "Severance Payment") equal to 2.99 times the average annual compensation which was payable to the Executive by the Corporation (or your dependents to participate on this basis, TWPG Inc. will provide Welfare Benefits any other corporation (an "Affiliate") affiliated with the same after-tax effect for you) outside Corporation within the meaning of Section 1504 of the plansInternal Revenue Code of 1986, as amended (the "Code")) and includable in the Executive's gross income for federal income tax purposes for the five taxable years ending prior to the date on which a Change in Control of the Corporation occurred (or such portion of such period during which the Executive performed personal services for the Corporation or an Affiliate). If you become employed during such 24-month period Compensation payable to the Executive by the Corporation or an Affiliate shall include every type and are eligible form of compensation includable in the Executive's gross income for coverage from your new employer, federal income tax purposes in respect of the Welfare Benefits will be secondary to your new coverage (if Executive's employment by the Firm reimburses you for any increased cost and provides any additional benefits that are necessary to provide you with the full Welfare Benefits)Corporation or an Affiliate.

For Good Reason or Without Cause. If, at any time during the Employment Effective Period or the Window Period, TWPG Inc. terminates your the Executive’s employment without Cause is terminated by the Company for any reason other than Cause, death, Disability, or you terminate your employment Retirement; or is terminated by the Executive for Good Reason, at any time during the Effective Period; or is terminated by the Executive during the Window Period for any reason, then: (1i) TWPG Inc. will The Company shall pay you, in a lump sum, the following as of the end of your employment: (A) the amount of your remaining Base Salary from the Date of Termination through the end of the then-existing Employment Period (solely for purposes of this Clause (A), the then-existing Employment Period shall be determined as if your employment were not then terminated), (B) your unpaid Base Salary for periods prior to your termination, and pay with respect to any of your accrued but unused vacation, (C) any accrued expense reimbursements and other cash entitlements, (D) any unpaid but vested Bonus and (E) any unpaid compensation deferred by you (together with any interest and/or earnings through the end of your employment) other than pursuant to a tax-qualified plan (the amounts set forth in Clauses (B), (C), (D) and (E) of this Section 9(b)(1), your “Accrued Compensation”). In addition, TWPG Inc. will timely pay you any amounts and provide you any benefits that are required, or to which you are entitled, under any plan, contract or arrangement of the Firm (together, the “Other Benefits”). (2) TWPG Inc. will pay you in a lump sum an amount equal to the sum of (A) the average of the Bonuses paid or payable to you for the three fiscal years ending before Termination Notice is given (your “Historic Bonus”) plus (B) the product of your Historic Bonus multiplied by a fractionExecutive, the numerator of which shall be the number of not later than 30 days elapsed since the date of this agreement (or if such termination occurs after December 31, 2009, the number of days elapsed since this Agreement was last renewed in accordance with Section 2), and the denominator of which shall be the number of days in the Initial Employment Period (or if such termination occurs after December 31, 2009, 730 days). In calculating your Historic Bonus: (A) your Bonus for each of the 2003, 2004 and 2005 fiscal years will deemed to be $1,000,000; and (B) compensation will be deemed paid or payable even if it was deferred and any Bonus for a fiscal year for which you were employed for less than the full fiscal year will be annualized. (3) All stock options issued by TWPG Inc. to you will vest and become immediately exercisable and will remain exercisable for a period of 12 months after the end of your employment (or, if earlier, until they would have expired but for your termination). All restricted stock, restricted stock units and other equity-based compensation awarded by TWPG Inc. to you will vest and become immediately payable. The benefits in this Section 9(b)(3) are referred to as “Accelerated Vesting”. (4) For 24 months following the Date of Termination, you, your spouse the Executive’s accrued but unpaid base salary through the Date of Termination plus compensation for any current and your dependents will continue to be entitled to participate carried-over unused vacation days in each accordance with the applicable personnel policy and the unpaid balance of the Firmcurrent year’s employee benefit premiums under any split dollar life insurance policy on the life of the Executive held by the Company. (ii) The Company shall pay to the Executive, not later than 30 days following the Date of Termination, an amount in cash equal to the product of (x) the average annual bonus paid to the Executive for the last three full fiscal years ending prior to the Date of Termination or, if the Executive has been employed by the Company for less than three full fiscal years prior to the Date of Termination, the average annual bonus paid to the Executive for the entire period of the Executive’s employment prior to the Date of Termination and welfare (y) the fraction obtained by dividing (A) the number of days between the Date of Termination and the last day of the last full fiscal year ending prior to such date and (B) 365. (iii) All outstanding stock options issued to the Executive shall become 100% vested and thereafter exercisable in accordance with such governing stock option plans providing for medicaland agreements, dentaland the ownership of the unvested portion of the Company’s cash value of any split dollar life insurance policy shall become 100% vested in the Executive. (iv) In lieu of any further payments of salary to the Executive after the Date of Termination, hospitalizationthe Company shall pay to the Executive, life not later than thirty (30) days following the Date of Termination and notwithstanding any dispute between the Executive and Company as to the payment to the Executive of any other amounts under this Agreement or disability insurance on otherwise, a basis that is at least as favorable as in effect immediately before Termination Notice was given lump sum cash severance payment (the “Welfare BenefitsSeverance Payment”) equal to 2.99 times the average annual compensation which was payable to the Executive by the Company (or any other company (an “Affiliate”) affiliated with the Company within the meaning of Section 1504 of the Internal Revenue Code of 1986, as amended (the “Code”). However, if ) and includable in the FirmExecutive’s plans do not permit you, your spouse or your dependents gross income for federal income tax purposes for the five taxable years ending prior to participate the date on this basis, TWPG Inc. will provide Welfare Benefits (with the same after-tax effect for you) outside which a Change in Control of the plansCompany occurred (or such portion of such period during which the Executive performed personal services for the Company or an Affiliate). If you become employed during such 24-month period Compensation payable to the Executive by the Company or an Affiliate shall include every type and are eligible form of compensation includable in the Executive’s gross income for coverage from your new employer, federal income tax purposes in respect of the Welfare Benefits will be secondary to your new coverage (if Executive’s employment by the Firm reimburses you for any increased cost and provides any additional benefits that are necessary to provide you with the full Welfare Benefits)Company or an Affiliate.

For Good Reason or Without Cause. If, during at a time described in this Section 5(C), the Executive terminates his employment for Good Reason or the Company terminates the Executive's employment Without Cause, then: (a) the Company shall pay to the Executive in a lump sum in cash (or common stock of the Company with respect to certain payments under the LICP), within 30 days after the Date of Termination, determined without any reduction for the present value of such lump-sum payment, the aggregate of: (I) the Annual Base Salary payable to the Executive for the remainder of the Base Employment Period, TWPG Inc. terminates your employment without Cause or you terminate your employment for Good Reason:as if there had been no termination of employment; (1II) TWPG Inc. will pay you, in a lump sum, all bonuses payable to the following as Executive for the remainder of the end Base Employment Period, as if there had been no termination of your employment: employment (A) including, but not by way of limitation, all bonuses awarded to the Executive under the EICP and the LICP and all bonuses that would have been awarded to the Executive under the EICP and LICP during the remainder of the Base Employment Period), assuming, for purposes of determining the amount of your remaining Base Salary from any bonus, (x) that bonus awards continued to be granted at the levels most recently granted to the Executive prior to the Date of Termination through (unless a reduction in the end level of any bonus award was the basis for a termination for Good Reason, in which case reference shall be made to the level in effect prior to such reduction) and (y) that any applicable performance objectives were met at the "target" level; and (III) any accrued vacation pay; in each case to the extent not theretofore paid (the sum of the then-existing amounts described in clauses (I) - (III) above shall be referred to herein as the "Accrued Obligations"); (b) the benefits accrued up to the Date of Termination under the Retirement Plan and the SERP or any successor plan thereto shall commence thereunder in such form and at such time as elected by the Executive in accordance with the terms of said Plans, subject to the requirements of Section 16; (c) the Company shall pay a separate monthly supplemental retirement benefit equal to the excess, if any, of (I) the benefit payable under the Retirement Plan and the SERP or any other successor supplemental and/or excess retirement plan of the Company and its Affiliated Companies providing benefits for the Executive which the Executive would receive if the Executive's employment continued at the compensation level provided for in Section 3(B) for the remainder of the Base Employment Period Period, assuming for this purpose that (solely for purposes of this Clause x) all accrued benefits are fully vested and (Ay) benefit accrual formulas and actuarial assumptions are no less advantageous to the Executive than those in effect at the Effective Date, over (II) the Executive's actual benefit (paid or payable), if any, under the then-existing Employment Period Retirement Plan and the SERP (the amount of such benefit calculated under this Section 5(C)(i)(c), which shall commence at the same time and be payable in the same form as the amounts described in Section 5(C)(i)(b), shall be determined referred to herein as the "Supplemental Retirement Benefit"); (d) for the remainder of the Base Employment Period, or such longer period as any plan, program, practice or policy may provide, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the welfare benefit plans, programs, practices and policies described in Section 3(B)(iii) if your the Executive's employment were had not then been terminated; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility (such continuation of such benefits for the applicable period herein set forth shall be referred to herein as "Welfare Benefit Continuation"); (e) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive and/or the Executive's family any other amounts or benefits required to be paid or provided or which the Executive and/or the Executive's family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice or contract or agreement of the Company and its Affiliated Companies as in effect and applicable generally to other peer executives and their families (such other amounts and benefits, payable as described in this paragraph, shall be referred to herein as the "Other Benefits"); provided, however, that the Company and the Board hereby agree to cause the Deferred Compensation Plan to be administered or amended so that any and all amounts of salary and/or bonus theretofore deferred by the Executive and held under the Deferred Compensation Plan with instructions from the Executive to pay in 15 annual installments shall be paid in said 15 installments commencing on the later of June 1, 2000 or the first anniversary of the Executive's Termination Date, notwithstanding any provision of the Deferred Compensation Plan to the contrary; and (f) the Company shall pay to the Executive in a lump sum in cash, within 30 days after the Date of Termination, the amount it would have contributed as an employer contribution to the tax-qualified Savings Plan of the Company for the remainder of the Base Employment Period, had the Executive contributed at the maximum rate during said period and had the terms of said Savings Plan as in effect on the Effective Date remained unchanged during said remainder of the Base Employment Period; (g) the Company shall timely deliver to the Executive all shares of Stock to which he has a vested right pursuant to Section 3(B)(ii), (B) your unpaid Base Salary for periods prior together with a cash amount equal to your termination, and pay all dividends that were payable with respect to any such shares of your accrued but unused vacation, (C) any accrued expense reimbursements and other cash entitlements, (D) any unpaid but vested Bonus and (E) any unpaid compensation deferred by you (together with any interest and/or earnings Stock from the Effective Date through the end date of your employmentdelivery as provided in Section 3(B)(ii); and (h) other than pursuant to a tax-qualified plan (the amounts set forth in Clauses (B), (C), (DCompany shall fulfill the requirements of Section 5(D) and (E) of this and Section 9(b)(1), your “Accrued Compensation”). In addition, TWPG Inc. will timely pay you any amounts and provide you any benefits that are required, or to which you are entitled, under any plan, contract or arrangement of the Firm (together, the “Other Benefits”)16. (2) TWPG Inc. will pay you in a lump sum an amount equal to the sum of (A) the average of the Bonuses paid or payable to you for the three fiscal years ending before Termination Notice is given (your “Historic Bonus”) plus (B) the product of your Historic Bonus multiplied by a fraction, the numerator of which shall be the number of days elapsed since the date of this agreement (or if such termination occurs after December 31, 2009, the number of days elapsed since this Agreement was last renewed in accordance with Section 2), and the denominator of which shall be the number of days in the Initial Employment Period (or if such termination occurs after December 31, 2009, 730 days). In calculating your Historic Bonus: (A) your Bonus for each of the 2003, 2004 and 2005 fiscal years will deemed to be $1,000,000; and (B) compensation will be deemed paid or payable even if it was deferred and any Bonus for a fiscal year for which you were employed for less than the full fiscal year will be annualized. (3) All stock options issued by TWPG Inc. to you will vest and become immediately exercisable and will remain exercisable for a period of 12 months after the end of your employment (or, if earlier, until they would have expired but for your termination). All restricted stock, restricted stock units and other equity-based compensation awarded by TWPG Inc. to you will vest and become immediately payable. The benefits in this Section 9(b)(3) are referred to as “Accelerated Vesting”. (4) For 24 months following the Date of Termination, you, your spouse and your dependents will continue to be entitled to participate in each of the Firm’s employee benefit and welfare plans providing for medical, dental, hospitalization, life or disability insurance on a basis that is at least as favorable as in effect immediately before Termination Notice was given (the “Welfare Benefits”). However, if the Firm’s plans do not permit you, your spouse or your dependents to participate on this basis, TWPG Inc. will provide Welfare Benefits (with the same after-tax effect for you) outside of the plans. If you become employed during such 24-month period and are eligible for coverage from your new employer, the Welfare Benefits will be secondary to your new coverage (if the Firm reimburses you for any increased cost and provides any additional benefits that are necessary to provide you with the full Welfare Benefits).

For Good Reason or Without Cause. If, during the Employment Period, TWPG Inc. terminates your employment without Cause or you terminate your employment for Good Reason: (1) TWPG Inc. will pay you, in a lump sum, the following as of the end of your employment: (A) the amount of your remaining Base Salary from the Date of Termination through the end of the then-existing Employment Period (solely for purposes of this Clause (A), the then-existing Employment Period shall be determined as if your employment were not then terminated), (B) your unpaid Base Salary for periods prior to your termination, and pay with respect to any of your accrued but unused vacation, (C) any accrued expense reimbursements and other cash entitlements, (D) entitlements and any unpaid but vested Bonus and (E) any unpaid compensation deferred by you (together with any interest and/or earnings through the end of your employment) other than pursuant to a tax-qualified plan (the amounts set forth in Clauses (B), (C), (D) and (E) sum of this Section 9(b)(1)such amounts, your “Accrued Compensation”). In addition, TWPG Inc. will timely pay you any amounts and provide you any benefits that are required, or to which you are entitled, under any plan, contract or arrangement of the Firm Firm, including any unpaid compensation deferred by you (together with any interest and/or earnings through the end of your employment) other than pursuant to a tax-qualified plan which is payable as a result of your termination of employment (together, the “Other Benefits”). (2) TWPG Inc. will pay you you, in a lump sum sum, on the sixtieth (60th) day following the Date of Termination, two years’ Base Salary. (3) TWPG Inc. will pay you, in a lump sum, on the sixtieth (60th) day following the Date of Termination, an amount equal to the sum product of (A) the average of the Bonuses paid or payable to you for the three two fiscal years ending before the Termination Notice is given (your “Historic Bonus”) plus and (B) a multiplier equal to (i) if the product of your Historic Bonus multiplied by Termination Notice occurs on or prior to December 31, 2009, 2 (two), and (ii) if the Termination Notice occurs on or after January 1, 2010, a fraction, : (x) the numerator of which shall be the number of days elapsed since remaining under the date of this agreement current employment Term, but in no event less than 365; and (or if such termination occurs after December 31, 2009, the number of days elapsed since this Agreement was last renewed in accordance with Section 2), and y) the denominator of which shall be 365. Any lump sum paid to you pursuant to this paragraph will reduce the number obligation, if any, of days in TWPG Inc. to make payments to you under Section 3.02 of the Initial Employment Period (or if such termination occurs after December 31, 2009, 730 days)Shareholders’ Equity Agreement. In calculating your Historic Bonus: (A) your Bonus for each of the 2003, 2004 2006 and 2005 2007 fiscal years will deemed to be $1,000,0001,500,000 and $3,000,000, respectively; and (B) compensation will be deemed paid or payable even if it was deferred and any Bonus for a fiscal year for which you were employed for less than the full fiscal year will be annualized. (34) All stock options issued by TWPG Inc. to you will vest and become immediately exercisable and will remain exercisable for a period of 12 months after the end Date of your employment Termination (or, if earlier, until the date they would have expired but for your termination). All restricted stock, restricted stock units and other equity-based compensation awarded by TWPG Inc. to you will vest and become immediately payablepayable on the Date of Termination. The benefits in this Section 9(b)(38(b) (4) are referred to as “Accelerated Vesting.”. (45) For At the Firm’s expense, for 24 months following the Date of Termination, you, your spouse and your dependents will continue to be entitled to participate in each of the Firm’s employee benefit and welfare plans providing for medical, dental, hospitalization, life or disability insurance on a basis that is at least as favorable as in effect immediately before Termination Notice was given (the “Welfare Benefits”). However, if the Firm’s plans do not permit you, your spouse or your dependents to participate on this basis, TWPG Inc. will provide Welfare Benefits (with the same after-tax effect for you) outside of the plans. If you become employed during such 24-month period and are eligible for coverage from your new employer, the Welfare Benefits will be secondary to your new coverage (if the Firm reimburses you for any increased cost and provides any additional benefits that are necessary to provide you with the full Welfare Benefits).

For Good Reason or Without Cause. If, during the Employment your Compensation Period, TWPG Inc. the Company terminates your employment without Cause or you terminate your employment for Good ReasonReason in accordance with Section 5: (1) TWPG Inc. The Company will pay you, in a lump sum, you the following as of the end of your employment: (A) the amount of your remaining Base Salary from the Date of Termination through the end of the then-existing Employment Period (solely for purposes of this Clause (A), the then-existing Employment Period shall be determined as if your employment were not then terminated)unpaid Salary, (B) your unpaid Base Salary for periods prior to your termination, and pay with respect to any of your accrued but unused vacation, (C) any accrued expense reimbursements and other cash entitlementsunpaid Bonus for the fiscal year ending before the Termination Date, (D) any unpaid but vested Bonus Long-Term Cash Award for the performance cycle(s) ending in the fiscal year before the Termination Date, and (E) any unpaid compensation deferred by you accrued expense reimbursements (together with any interest and/or earnings through the end of your employment) other than pursuant to a tax-qualified plan (the amounts set forth in Clauses (B), (C), (D) and (E) of this Section 9(b)(1)together, your “Accrued Compensation”). In additionFor the avoidance of doubt, TWPG Inc. no other amount will be paid to you in respect of any other Bonus or Long-Term Cash Award or any other incentive compensation plan of the Company that has not already been paid (or previously deferred). The Company will timely pay you any other amounts and provide to you any benefits that are required, or to which you are entitledentitled on or after your Termination Date, under any plan, contract or arrangement of the Firm Group (together, the “Other Benefits”). (2) TWPG Inc. The Company will pay you in a lump sum an amount equal to the sum of (A) two (2) times the average sum of the Bonuses paid or payable to you your (x) Salary and (y) Target Annual Bonus for the three fiscal years ending before year in which the Termination Notice is given (your “Historic Bonus”) plus and (B) the product of your Historic Bonus multiplied by a fraction, the numerator of which shall be the number of days elapsed since the date of this agreement (or if such termination occurs after December 31, 2009, the number of days elapsed since this Agreement was last renewed amount provided in accordance with Section 2), and the denominator of which shall be the number of days in the Initial Employment Period (or if such termination occurs after December 31, 2009, 730 days). In calculating your Historic Bonus: (A) your Bonus for each of the 2003, 2004 and 2005 fiscal years will deemed to be $1,000,000; and (B) compensation will be deemed paid or payable even if it was deferred and any Bonus for a fiscal year for which you were employed for less than the full fiscal year will be annualized.Appendix A. (3) All The unvested stock options issued by TWPG Inc. the Group to you will vest and become immediately exercisable and will remain exercisable for a period of 12 months after (including the Sign-On Options), that, absent the end of your employment (oremployment, if earlier, until they would have expired but for your termination)vested and become exercisable in the twenty-four (24) month period following the Termination Date, will immediately vest and become exercisable and remain exercisable until the earlier of (x) three years following the Termination Date and (y) the final expiration date of such options. All restricted stock, The Sign-On Stock (if not previously vested) will immediately vest and any other restricted stock units and other or equity-based compensation awarded by TWPG Inc. the Group to you you, that, absent the end of your employment, would have vested in the twenty-four (24) month period following the Termination Date, will vest and become immediately payable. The benefits payable in this Section 9(b)(3) are referred to as “Accelerated Vesting”accordance with the terms of the applicable award agreement(s). (4) For 24 months following the Date of Termination, youYou, your spouse and your dependents will continue to be entitled to participate in each of the FirmGroup’s employee benefit and welfare plans providing for medical, dental, hospitalization, life dental or disability other health insurance on a basis (including costs) that is at least as favorable as in effect immediately before Termination Notice was given that provided to senior officers of the Company (the “Welfare Medical Benefits”). However, if the FirmGroup’s plans do not permit you, your spouse or your dependents to participate on this basis, TWPG Inc. the Company will provide Welfare Medical Benefits (with the same after-tax effect for you) outside of the plans. If you become Each Medical Benefit will be provided until the earlier of (A) your becoming employed during such 24-month period by another employer and are being eligible for coverage from your new employer, employer in respect of such Medical Benefit and (B) the Welfare Benefits expiration of the twenty-four (24) month period following the Termination Date. (5) You will be secondary entitled to an allowance of up to $15,000 for your new coverage (if the Firm reimburses you for any increased cost and provides any additional benefits that are necessary to provide you with the full Welfare Benefits)reasonable outplacement expenses.

For Good Reason or Without Cause. If, at any time during the Employment Effective Period, TWPG Inc. terminates your the Executive's employment without Cause is terminated by the Company for any reason other than Cause, death, Disability, or you terminate your employment Retirement; or is terminated by the Executive for Good Reason, at any time during the Effective Period, then: (1i) TWPG Inc. will The Company shall pay you, in a lump sum, the following as of the end of your employment: (A) the amount of your remaining Base Salary from the Date of Termination through the end of the then-existing Employment Period (solely for purposes of this Clause (A), the then-existing Employment Period shall be determined as if your employment were not then terminated), (B) your unpaid Base Salary for periods prior to your termination, and pay with respect to any of your accrued but unused vacation, (C) any accrued expense reimbursements and other cash entitlements, (D) any unpaid but vested Bonus and (E) any unpaid compensation deferred by you (together with any interest and/or earnings through the end of your employment) other than pursuant to a tax-qualified plan (the amounts set forth in Clauses (B), (C), (D) and (E) of this Section 9(b)(1), your “Accrued Compensation”). In addition, TWPG Inc. will timely pay you any amounts and provide you any benefits that are required, or to which you are entitled, under any plan, contract or arrangement of the Firm (together, the “Other Benefits”). (2) TWPG Inc. will pay you in a lump sum an amount equal to the sum of (A) the average of the Bonuses paid or payable to you for the three fiscal years ending before Termination Notice is given (your “Historic Bonus”) plus (B) the product of your Historic Bonus multiplied by a fractionExecutive, the numerator of which shall be the number of not later than 30 days elapsed since the date of this agreement (or if such termination occurs after December 31, 2009, the number of days elapsed since this Agreement was last renewed in accordance with Section 2), and the denominator of which shall be the number of days in the Initial Employment Period (or if such termination occurs after December 31, 2009, 730 days). In calculating your Historic Bonus: (A) your Bonus for each of the 2003, 2004 and 2005 fiscal years will deemed to be $1,000,000; and (B) compensation will be deemed paid or payable even if it was deferred and any Bonus for a fiscal year for which you were employed for less than the full fiscal year will be annualized. (3) All stock options issued by TWPG Inc. to you will vest and become immediately exercisable and will remain exercisable for a period of 12 months after the end of your employment (or, if earlier, until they would have expired but for your termination). All restricted stock, restricted stock units and other equity-based compensation awarded by TWPG Inc. to you will vest and become immediately payable. The benefits in this Section 9(b)(3) are referred to as “Accelerated Vesting”. (4) For 24 months following the Date of Termination, you, your spouse the Executive's accrued but unpaid base salary through the Date of Termination plus compensation for any current and your dependents will continue to be entitled to participate carried-over unused vacation days in each accordance with the applicable personnel policy and the unpaid balance of the Firm’s employee benefit and welfare plans providing current year's premiums under any split dollar life insurance policy on the life of the Executive held by the Company. (ii) The Company shall pay to the Executive, not later than 30 days following the Date of Termination, an amount in cash equal to the product of (x) the average annual bonus paid to the Executive for medical, dental, hospitalization, life or disability insurance on a basis that is at least as favorable as in effect immediately before the last three full fiscal years ending prior to the Date of Termination Notice was given (the “Welfare Benefits”). Howeveror, if the Firm’s Executive has been employed by the Company for less than three full fiscal years prior to the Date of Termination, the average annual bonus paid to the Executive for the entire period of the Executive's employment prior to the Date of Termination and (y) the fraction obtained by dividing (A) the number of days between the Date of Termination and the last day of the last full fiscal year ending prior to such date and (B) 365. (iii) All outstanding stock options issued to the Executive shall become 100% vested and thereafter exercisable in accordance with such governing stock option plans do and agreements, and the ownership of the unvested portion of the Company's cash value of any split dollar life insurance policy shall become 100% vested in the Executive. (iv) In lieu of any further payments of salary to the Executive after the Date of Termination, the Company shall pay to the Executive, not permit youlater than thirty (30) days following the Date of Termination and notwithstanding any dispute between the Executive and Company as to the payment to the Executive of any other amounts under this Agreement or otherwise, your spouse a lump sum cash severance payment (the "Severance Payment") equal to 1.5 times the average annual compensation which was payable to the Executive by the Company (or your dependents to participate on this basis, TWPG Inc. will provide Welfare Benefits any other company (an "Affiliate") affiliated with the same after-tax effect for you) outside Company within the meaning of Section 1504 of the plansInternal Revenue Code of 1986, as amended (the "Code")) and includable in the Executive's gross income for federal income tax purposes for the five taxable years ending prior to the date on which a Change in Control of the Company occurred (or such portion of such period during which the Executive performed personal services for the Company or an Affiliate). If you become employed during such 24-month period Compensation payable to the Executive by the Company or an Affiliate shall include every type and are eligible form of compensation includable in the Executive's gross income for coverage from your new employer, federal income tax purposes in respect of the Welfare Benefits will be secondary to your new coverage (if Executive's employment by the Firm reimburses you for any increased cost and provides any additional benefits that are necessary to provide you with the full Welfare Benefits)Company or an Affiliate.

For Good Reason or Without Cause. If, during the Employment Period, TWPG Inc. terminates your employment without Cause or you terminate your employment for Good Reason: (1) TWPG Inc. will pay you, in a lump sum, the following as of the end of your employment: (A) the amount of your remaining two years’ Base Salary from the Date of Termination through the end of the then-existing Employment Period (solely for purposes of this Clause (A), the then-existing Employment Period shall be determined as if your employment were not then terminated)Salary, (B) your unpaid Base Salary for periods prior to your termination, and pay with respect to any of your accrued but unused vacation, (C) any accrued expense reimbursements and other cash entitlements, (D) any unpaid but vested Bonus and (E) any unpaid compensation deferred by you (together with any interest and/or earnings through the end of your employment) other than pursuant to a tax-qualified plan (the amounts set forth in Clauses (B), (C), (D) and (E) of this Section 9(b)(18(b)(1), your “Accrued Compensation”). In addition, TWPG Inc. will timely pay you any amounts and provide you any benefits that are required, or to which you are entitled, under any plan, contract or arrangement of the Firm (together, the “Other Benefits”). (2) TWPG Inc. will pay you you, in a lump sum sum, an amount equal to the sum product of (A) the average of the Bonuses paid or payable to you for the three two fiscal years ending before Termination Notice is given (your “Historic Bonus”) plus and (B) a multiplier equal to (i) if the product of your Historic Bonus multiplied by Termination Notice occurs on or prior to December 31, 2009, 2 (two), and (ii) if the Termination Notice occurs on or after January 1, 2010, a fraction, : (x) the numerator of which shall be the number of days elapsed since remaining under the date of this agreement current employment Term, but in no event less than 365; and (or if such termination occurs after December 31, 2009, the number of days elapsed since this Agreement was last renewed in accordance with Section 2), and y) the denominator of which shall be 365. Any lump sum paid to you pursuant to this paragraph will reduce the number obligation, if any, of days in TWPG Inc. to make payments to you under Section 3.02 of the Initial Employment Period (or if such termination occurs after December 31, 2009, 730 days)Shareholders’ Equity Agreement. In calculating your Historic Bonus: (A) your Bonus for each of the 2003, 2004 2006 and 2005 2007 fiscal years will deemed to be $1,000,0001,500,000 and $3,000,000, respectively; and (B) compensation will be deemed paid or payable even if it was deferred and any Bonus for a fiscal year for which you were employed for less than the full fiscal year will be annualized. (3) All stock options issued by TWPG Inc. to you will vest and become immediately exercisable and will remain exercisable for a period of 12 months after the end Date of your employment Termination (or, if earlier, until the date they would have expired but for your termination). All restricted stock, restricted stock units and other equity-based compensation awarded by TWPG Inc. to you will vest and become immediately payablepayable on the Date of Termination. The benefits in this Section 9(b)(38(b)(3) are referred to as “Accelerated Vesting”. (4) For 24 months following the Date of Termination, you, your spouse and your dependents will continue to be entitled to participate in each of the Firm’s employee benefit and welfare plans providing for medical, dental, hospitalization, life or disability insurance on a basis that is at least as favorable as in effect immediately before Termination Notice was given (the “Welfare Benefits”). However, if the Firm’s plans do not permit you, your spouse or your dependents to participate on this basis, TWPG Inc. will provide Welfare Benefits (with the same after-tax effect for you) outside of the plans. If you become employed during such 24-month period and are eligible for coverage from your new employer, the Welfare Benefits will be secondary to your new coverage (if the Firm reimburses you for any increased cost and provides any additional benefits that are necessary to provide you with the full Welfare Benefits).

For Good Reason or Without Cause. IfSubject to Sections 10(f) and 10(g)(ii) below, during if the Employment Period, TWPG Inc. Executive terminates your his employment without Cause or you terminate your employment with the Company for Good ReasonReason or the Executive’s employment is terminated by the Company other than as a result of the Executive’s death or Disability and other than as specified in Section 10(b) above, then the Company shall: (1i) TWPG Inc. will pay you, in a lump sum, Pay the following as of the end of your employment: (A) the amount of your remaining Base Salary from the Date of Termination through the end of the then-existing Employment Period (solely for purposes of this Clause (A), the then-existing Employment Period shall be determined as if your employment were not then terminated), (B) your unpaid Base Salary for periods prior to your termination, and pay with respect to any of your accrued but unused vacation, (C) any accrued expense reimbursements and other cash entitlements, (D) any unpaid but vested Bonus and (E) any unpaid compensation deferred by you (together with any interest and/or earnings through the end of your employment) other than pursuant to a tax-qualified plan (the amounts set forth in Clauses (B), (C), (D) and (E) of this Section 9(b)(1), your “Accrued Compensation”). In addition, TWPG Inc. will timely pay you any amounts and provide you any benefits that are required, or to which you are entitled, under any plan, contract or arrangement of the Firm (together, the “Other Benefits”). (2) TWPG Inc. will pay you in a lump sum Executive an amount equal to the sum of (A) the average of the Bonuses paid or payable to you for the three fiscal years ending before Termination Notice is given (your “Historic Bonus”) Executive’s then-current annualized Base Salary, plus (B) the product maximum Discretionary Bonus for which the Executive was eligible in respect of your Historic Bonus multiplied by the year in which such termination occurs, payable over a fractionperiod of one year following such termination in substantially equal installments on the regularly scheduled Company payroll dates occurring during such one-year period, provided, however, that the numerator of which first such payment shall not be made until the number of first regularly scheduled Company payroll date occurring more than fifty-two (52) days elapsed since after the date of this agreement termination (or if the date on which such termination occurs after December 31payment is made, 2009“First Payroll Date”) and any amounts that would otherwise be payable prior to the First Payroll Date shall instead be paid on the First Payroll Date; (ii) Pay the Executive a lump-sum amount, payable on the number date of days elapsed since this Agreement was last renewed in accordance with Section 2)termination, equal to the sum of the cash value of all accrued but unused vacation time, any Discretionary Bonus that has been awarded by the Board for a prior year but remains unpaid, and expense reimbursement amounts incurred on or prior to the denominator date of which shall be the number of days in the Initial Employment Period (or if such termination occurs after December 31, 2009, 730 days). In calculating your Historic Bonus: (Athat are reimbursable under Section 5(e) your Bonus for each of the 2003, 2004 and 2005 fiscal years will deemed to be $1,000,000above; and (iii) Subject to the Executive’s valid and timely election under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”) to receive benefits, pay directly to the insurer on the Executive’s behalf the full cost of the premiums required to continue the healthcare of the Executive and his dependents at the same levels in effect on the date of termination until the earlier to occur of the 18-month anniversary of the Executive’s date of termination or the date on which the Executive becomes eligible for substantially comparable healthcare coverage under the group health plan of another employer (in either case, the “Continuation Period”), provided, however, that if (A) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the Continuation Period to be, exempt from the application of Section 409A (as defined below) under Treasury Regulation Section 1.409A-1(a)(5), (B) the Company cannot provide the COBRA benefit without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), or (C) the Company is otherwise unable under applicable law to continue to cover the Executive or the Executive’s dependents under its group health plans without violating a prohibition on such coverage or incurring penalties and/or additional taxes as a result of such coverage, then, in any such case, an amount equal to each remaining premium payment shall thereafter be paid to the Executive as currently taxable compensation will be deemed paid in substantially equal monthly installments over the Continuation Period (or payable even if it was deferred and any Bonus for a fiscal year for which you were employed for less than the full fiscal year will be annualized. remaining portion thereof) (3) All stock options issued by TWPG Inc. to you will vest and become immediately exercisable and will remain exercisable for a period of 12 months after the end of your employment (or, if earlier, until they would have expired but for your termination). All restricted stock, restricted stock units and other equity-based compensation awarded by TWPG Inc. to you will vest and become immediately payable. The benefits benefit described in this Section 9(b)(3) are referred to as “Accelerated Vesting”. (4) For 24 months following the Date of Termination10(c)(iii), you, your spouse and your dependents will continue to be entitled to participate in each of the Firm’s employee benefit and welfare plans providing for medical, dental, hospitalization, life or disability insurance on a basis that is at least as favorable as in effect immediately before Termination Notice was given (the “Welfare BenefitsCOBRA Severance”). HoweverAfter the Continuation Period, any COBRA continuation (to the extent permitted under applicable law) shall be at the Executive’s sole expense. The Executive shall notify the Company immediately if the Firm’s plans do not permit you, your spouse Executive becomes eligible to be covered by a medical or your dependents to participate on this basis, TWPG Inc. will provide Welfare Benefits (with the same after-tax effect for you) outside health insurance plan of the plans. If you become employed during such 24-month period and are eligible for coverage from your new another employer, the Welfare Benefits will be secondary to your new coverage (if the Firm reimburses you for any increased cost and provides any additional benefits that are necessary to provide you with the full Welfare Benefits).

For Good Reason or Without Cause. If, during the Employment Period, TWPG Inc. terminates your employment without Cause or you terminate your employment for Good Reason: (1) TWPG Inc. will pay you, in a lump sum, the following as of the end of your employment: (A) the amount of your remaining Base Salary from the Date of Termination through the end of the then-existing Employment Period (solely for purposes of this Clause (A), the then-existing Employment Period shall be determined as if your employment were not then terminated), (B) your unpaid Base Salary for periods prior to your termination, and pay with respect to any of your accrued but unused vacation, (C) any accrued expense reimbursements and other cash entitlements, (D) entitlements and any unpaid but vested Bonus and (E) any unpaid compensation deferred by you (together with any interest and/or earnings through the end of your employment) other than pursuant to a tax-qualified plan (the amounts set forth in Clauses (B), (C), (D) and (E) sum of this Section 9(b)(1)such amounts, your “Accrued Compensation”). In addition, TWPG Inc. will timely pay you any amounts and provide you any benefits that are required, or to which you are entitled, under any plan, contract or arrangement of the Firm Firm, including any unpaid compensation deferred by you (together with any interest and/or earnings through the end of your employment) other than pursuant to a tax-qualified plan which is payable as a result of your termination of employment (together, the “Other Benefits”). (2) TWPG Inc. will pay you you, in a lump sum sum, on the sixtieth (60th) day following the Date of Termination, two years’ Base Salary. (3) TWPG Inc. will pay you, in a lump sum, on the sixtieth (60th) day following the Date of Termination, an amount equal to the sum product of (A) the average of the Bonuses paid or payable to you for the three two fiscal years ending before the Termination Notice is given (your “Historic Bonus”) plus and (B) a multiplier equal to: (i) if the product of your Historic Bonus multiplied by Termination Notice occurs on or prior to December 31, 2011, 2 (two); and (ii) if the Termination Notice occurs after December 31, 2011, a fraction, : (x) the numerator of which shall be the number of days elapsed since remaining under the date of this agreement current employment Term, but in no event less than 365; and (or if such termination occurs after December 31, 2009, the number of days elapsed since this Agreement was last renewed in accordance with Section 2), and y) the denominator of which shall be 365. Any lump sum paid to you pursuant to this paragraph will reduce the number obligation, if any, of days in TWPG Inc. to make payments to you under Section 3.02 of the Initial Employment Period (or if such termination occurs after December 31, 2009, 730 days)Shareholders’ Equity Agreement. In calculating your Historic Bonus: (A) your Bonus for each of the 2003, 2004 2008 and 2005 2009 fiscal years will deemed to be $1,000,0002,400,000; and (B) compensation will be deemed paid or payable even if it was deferred and any Bonus for a fiscal year for which you were employed for less than the full fiscal year will be annualized. (34) All stock options issued by TWPG Inc. to you will vest and become immediately exercisable and will remain exercisable for a period of 12 months after the end Date of your employment Termination (or, if earlier, until the date they would have expired but for your termination). All restricted stock, restricted stock units and other equity-based compensation awarded by TWPG Inc. to you will vest and become immediately payablepayable on the Date of Termination. The benefits in this Section 9(b)(38(b) (4) are referred to as “Accelerated Vesting.”. (45) For At the Firm’s expense, for 24 months following the Date of Termination, you, your spouse and your dependents will continue to be entitled to participate in each of the Firm’s employee benefit and welfare plans providing for medical, dental, hospitalization, life or disability insurance on a basis that is at least as favorable as in effect immediately before Termination Notice was given (the “Welfare Benefits”). However, if the Firm’s plans do not permit you, your spouse or your dependents to participate on this basis, TWPG Inc. will provide Welfare Benefits (with the same after-tax effect for you) outside of the plans. If you become employed during such 24-month period and are eligible for coverage from your new employer, the Welfare Benefits will be secondary to your new coverage (if the Firm reimburses you for any increased cost and provides any additional benefits that are necessary to provide you with the full Welfare Benefits).

For Good Reason or Without Cause. If, during at a time described in this Section 5(B), the Employment Period, TWPG Inc. Executive terminates your employment without Cause or you terminate your his employment for Good ReasonReason or the Company terminates the Executive's employment Without Cause, then: (1) TWPG Inc. will pay you, in a lump sum, the following as of the end of your employment: (Aa) the amount of your remaining Base Salary from Company shall pay to the Date of Termination through the end of the then-existing Employment Period (solely for purposes of this Clause (A), the then-existing Employment Period shall be determined as if your employment were not then terminated), (B) your unpaid Base Salary for periods prior to your termination, and pay with respect to any of your accrued but unused vacation, (C) any accrued expense reimbursements and other cash entitlements, (D) any unpaid but vested Bonus and (E) any unpaid compensation deferred by you (together with any interest and/or earnings through the end of your employment) other than pursuant to a tax-qualified plan (the amounts set forth in Clauses (B), (C), (D) and (E) of this Section 9(b)(1), your “Accrued Compensation”). In addition, TWPG Inc. will timely pay you any amounts and provide you any benefits that are required, or to which you are entitled, under any plan, contract or arrangement of the Firm (together, the “Other Benefits”). (2) TWPG Inc. will pay you Executive in a lump sum an amount equal to the sum of in cash (A) the average or common stock of the Bonuses paid or payable Company with respect to you for certain payments under the three fiscal years ending before Termination Notice is given (your “Historic Bonus”) plus (B) the product of your Historic Bonus multiplied by a fraction, the numerator of which shall be the number of days elapsed since the date of this agreement (or if such termination occurs after December 31, 2009, the number of days elapsed since this Agreement was last renewed in accordance with Section 2LICP), and the denominator of which shall be the number of within 30 days in the Initial Employment Period (or if such termination occurs after December 31, 2009, 730 days). In calculating your Historic Bonus: (A) your Bonus for each of the 2003, 2004 and 2005 fiscal years will deemed to be $1,000,000; and (B) compensation will be deemed paid or payable even if it was deferred and any Bonus for a fiscal year for which you were employed for less than the full fiscal year will be annualized. (3) All stock options issued by TWPG Inc. to you will vest and become immediately exercisable and will remain exercisable for a period of 12 months after the end of your employment (or, if earlier, until they would have expired but for your termination). All restricted stock, restricted stock units and other equity-based compensation awarded by TWPG Inc. to you will vest and become immediately payable. The benefits in this Section 9(b)(3) are referred to as “Accelerated Vesting”. (4) For 24 months following the Date of Termination, youdetermined without any reduction for the present value of such lump-sum payment, your spouse the aggregate of: (I) the Annual Base Salary payable to the Executive for the remainder of the Employment Period, as if there had been no termination of employment; (II) all bonuses payable to the Executive for the remainder of the Employment Period, as if there had been no termination of employment (including, but not by way of limitation, all bonuses awarded to the Executive under the EICP and your dependents will continue the LICP and all bonuses that would have been awarded to the Executive under the EICP and LICP during the remainder of the Employment Period), assuming, for purposes of determining the amount of any bonus, (x) that bonus awards continued to be entitled granted at the levels most recently granted to participate the Executive prior to the Date of Termination (unless a reduction in the level of any bonus award was the basis for a termination for Good Reason, in which case reference shall be made to the level in effect prior to such reduction) and (y) that any applicable performance objectives were met at the "target" level; and (III) any accrued vacation pay; in each case to the extent not theretofore paid (the sum of the Firm’s employee amounts described in clauses (I) - (III) above shall be referred to herein as the "Accrued Obligations"); (b) the benefits accrued up to the Date of Termination under the Retirement Plan and the SERP or any successor plan thereto shall commence thereunder in such form and at such time as elected by the Executive in accordance with the terms of said Plans, subject to the requirements of Section 16; (c) the Company shall pay a separate monthly supplemental retirement benefit equal to the excess, if any, of (I) the benefit payable under the Retirement Plan and welfare plans the SERP or any other successor supplemental and/or excess retirement plan of the Company and its Affiliated Companies providing benefits for medicalthe Executive which the Executive would receive if the Executive's employment continued at the compensation level provided for in Section 3(B) for the remainder of the Employment Period, dentalassuming for this purpose that (x) all accrued benefits are fully vested and (y) benefit accrual formulas and actuarial assumptions are no less advantageous to the Executive than those in effect at the Effective Date, hospitalizationover (II) the Executive's actual benefit (paid or payable), life if any, under the Retirement Plan and the SERP (the amount of such benefit calculated under this Section 5(B)(i)(c), which shall commence at the same time and be payable in the same form as the amounts described in Section 5(B)(i)(b), shall be referred to herein as the "Supplemental Retirement Benefit"); (d) for the remainder of the Employment Period, or disability insurance on a basis that is such longer period as any plan, program, practice or policy may provide, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the welfare benefit plans, programs, practices and policies described in Section 3(B)(ii) if the Executive's employment had not been terminated; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility (such continuation of such benefits for the applicable period herein set forth shall be referred to herein as favorable "Welfare Benefit Continuation"); (e) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive and/or the Executive's family any other amounts or benefits required to be paid or provided or which the Executive and/or the Executive's family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice or contract or agreement of the Company and its Affiliated Companies as in effect immediately before Termination Notice was given and applicable generally to other peer executives and their families (such other amounts and benefits, payable as described in this paragraph, shall be referred to herein as the “Welfare "Other Benefits”"). However; and (f) the Company shall pay to the Executive in a lump sum in cash, if within 30 days after the Firm’s plans do not permit youDate of Termination, your spouse or your dependents the amount it would have contributed as an employer contribution to participate on this basis, TWPG Inc. will provide Welfare Benefits (with the same aftertax-tax effect for you) outside qualified Savings Plan of the plans. If you become employed Company for the remainder of the Employment Period, had the Executive contributed at the maximum rate during such 24-month said period and are eligible for coverage from your new employerhad the terms of said Savings Plan as in effect on the Effective Date remained unchanged during said remainder of the Employment Period; and (g) the Company shall fulfill the requirements of Section 5(C) and (D), the Welfare Benefits will be secondary to your new coverage (if the Firm reimburses you for any increased cost Section 6 and provides any additional benefits that are necessary to provide you with the full Welfare Benefits)Section 16.

For Good Reason or Without Cause. If, at any time during the Employment Effective Period or the Window Period, TWPG Inc. terminates your the Executive's employment without Cause is terminated by the Company for any reason other than Cause, death, Disability, or you terminate your employment Retirement; or is terminated by the Executive for Good Reason, at any time during the Effective Period; or is terminated by the Executive during the Window Period for any reason, then: (1i) TWPG Inc. will The Company shall pay you, in a lump sum, the following as of the end of your employment: (A) the amount of your remaining Base Salary from the Date of Termination through the end of the then-existing Employment Period (solely for purposes of this Clause (A), the then-existing Employment Period shall be determined as if your employment were not then terminated), (B) your unpaid Base Salary for periods prior to your termination, and pay with respect to any of your accrued but unused vacation, (C) any accrued expense reimbursements and other cash entitlements, (D) any unpaid but vested Bonus and (E) any unpaid compensation deferred by you (together with any interest and/or earnings through the end of your employment) other than pursuant to a tax-qualified plan (the amounts set forth in Clauses (B), (C), (D) and (E) of this Section 9(b)(1), your “Accrued Compensation”). In addition, TWPG Inc. will timely pay you any amounts and provide you any benefits that are required, or to which you are entitled, under any plan, contract or arrangement of the Firm (together, the “Other Benefits”). (2) TWPG Inc. will pay you in a lump sum an amount equal to the sum of (A) the average of the Bonuses paid or payable to you for the three fiscal years ending before Termination Notice is given (your “Historic Bonus”) plus (B) the product of your Historic Bonus multiplied by a fractionExecutive, the numerator of which shall be the number of not later than 30 days elapsed since the date of this agreement (or if such termination occurs after December 31, 2009, the number of days elapsed since this Agreement was last renewed in accordance with Section 2), and the denominator of which shall be the number of days in the Initial Employment Period (or if such termination occurs after December 31, 2009, 730 days). In calculating your Historic Bonus: (A) your Bonus for each of the 2003, 2004 and 2005 fiscal years will deemed to be $1,000,000; and (B) compensation will be deemed paid or payable even if it was deferred and any Bonus for a fiscal year for which you were employed for less than the full fiscal year will be annualized. (3) All stock options issued by TWPG Inc. to you will vest and become immediately exercisable and will remain exercisable for a period of 12 months after the end of your employment (or, if earlier, until they would have expired but for your termination). All restricted stock, restricted stock units and other equity-based compensation awarded by TWPG Inc. to you will vest and become immediately payable. The benefits in this Section 9(b)(3) are referred to as “Accelerated Vesting”. (4) For 24 months following the Date of Termination, you, your spouse the Executive's accrued but unpaid base salary through the Date of Termination plus compensation for any current and your dependents will continue to be entitled to participate carried-over unused vacation days in each accordance with the applicable personnel policy and the unpaid balance of the Firm’s employee benefit and welfare plans providing current year's premiums under any split dollar life insurance policy on the life of the Executive held by the Company. (ii) The Company shall pay to the Executive, not later than 30 days following the Date of Termination, an amount in cash equal to the product of (x) the average annual bonus paid to the Executive for medical, dental, hospitalization, life or disability insurance on a basis that is at least as favorable as in effect immediately before the last three full fiscal years ending prior to the Date of Termination Notice was given (the “Welfare Benefits”). Howeveror, if the Firm’s Executive has been employed by the Company for less than three full fiscal years prior to the Date of Termination, the average annual bonus paid to the Executive for the entire period of the Executive's employment prior to the Date of Termination and (y) the fraction obtained by dividing (A) the number of days between the Date of Termination and the last day of the last full fiscal year ending prior to such date and (B) 365. (iii) All outstanding stock options issued to the Executive shall become 100% vested and thereafter exercisable in accordance with such governing stock option plans do and agreements, and the ownership of the unvested portion of the Company's cash value of any split dollar life insurance policy shall become 100% vested in the Executive. (iv) In lieu of any further payments of salary to the Executive after the Date of Termination, the Company shall pay to the Executive, not permit youlater than thirty (30) days following the Date of Termination and notwithstanding any dispute between the Executive and Company as to the payment to the Executive of any other amounts under this Agreement or otherwise, your spouse a lump sum cash severance payment (the "Severance Payment") equal to 2.99 times the average annual compensation which was payable to the Executive by the Company (or your dependents to participate on this basis, TWPG Inc. will provide Welfare Benefits any other company (an "Affiliate") affiliated with the same after-tax effect for you) outside Company within the meaning of Section 1504 of the plansInternal Revenue Code of 1986, as amended (the "Code")) and includable in the Executive's gross income for federal income tax purposes for the 7 five taxable years ending prior to the date on which a Change in Control of the Company occurred (or such portion of such period during which the Executive performed personal services for the Company or an Affiliate). If you become employed during such 24-month period Compensation payable to the Executive by the Company or an Affiliate shall include every type and are eligible form of compensation includable in the Executive's gross income for coverage from your new employer, federal income tax purposes in respect of the Welfare Benefits will be secondary to your new coverage (if Executive's employment by the Firm reimburses you for any increased cost and provides any additional benefits that are necessary to provide you with the full Welfare Benefits)Company or an Affiliate.