Common use of Good Reason; Other Than for Cause Clause in Contracts

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: 1. the Company shall pay to the Executive in a lump sum in cash within 5 days after the Date of Termination the aggregate of the following amounts: (a) the sum of (i) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which 365 and (iii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i), (ii) and (iii) shall be hereinafter referred to as the "Accrued Obligations"); and (b) the amount equal to the product of (i) three and (ii) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and (c) an amount equal to the product of three times the higher of (i) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect and funded for the fiscal year immediately preceding the Date of Termination. For the purposes hereof, the term "Reference Amount" shall mean an amount equal to one-third of the amount calculated in clause V.A.1.

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive's employment shall be terminated other than for Cause or Cause, Disability or by reason of the death of the Executive or if the Executive shall terminate employment for Good Reason: 1. the Company shall pay to the Executive in a lump sum in cash within 5 days after the Date of Termination the aggregate of the following amounts: (a) the sum of (i) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the any Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting payable in respect of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during of the Employment PeriodCompany, if any (to the extent such higher amount being referred to as the "Highest Annual Bonus") is determinable and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which 365 not theretofore paid and (iii) ), unless otherwise specified by Executive or prohibited by the terms of any deferral agreement, any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i), (ii) and (iii) shall be hereinafter referred to as the "Accrued Obligations"). In the event the Executive's Annual Incentive Payment is not determinable on the Date of Termination, such Annual Incentive Payment shall be paid to the Executive, in a lump sum in cash, within five days after the date the amount of such Payment is determinable; and (b) the an amount equal to the product of (i) three and (ii) the sum of (x) the Executive's Annual Base Salary as of the Date of Termination and (y) the Highest higher of (A) the Recent Annual BonusIncentive Payment and (B) the Executive's target Annual Incentive Payment for the fiscal year in which the Date of Termination occurs; and (c) an amount equal to the product of three times the higher of (i) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect and funded for the fiscal year immediately preceding the Date of Termination. For the purposes hereof, the term "Reference Amount" shall mean an amount equal to one-third of the amount calculated in clause V.A.1V.A.1.(b).

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: 1. (i) the Company shall pay to the Executive in a lump sum in cash within 5 30 days after the Date of Termination the aggregate of the following amounts: (a) A. the sum of (i1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior to the Date of Termination, (3) the product of (x) the higher of (I) the Recent Average Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (iii4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i1), (ii2), (3) and (iii4) shall be hereinafter referred to as the "Accrued Obligations"). The timing of payment by the Company of any deferred compensation shall remain subject to any payment election previously made by the Executive; and (b) B. the amount equal to the product of (i1) three one and one-half (1.50), and (ii2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Average Annual Bonus; and (cii) an amount for eighteen (18) months after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to the product of three times the higher of (i) the sum of the amounts that those which would have been contributed by provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or any Affiliate based 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. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until eighteen (18) months after the Date of Termination and to have retired on the Reference Amount last day of such period; (defined belowiii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company's policies with regard to outplacement then in effect; and (iv) to the Executive's account under (x) all of the Company's retirement plans, extent not theretofore paid or if higherprovided, the retirement plans of Company shall timely pay or provide to the Executive any Affiliate in other amounts or benefits required to be paid or provided or which the Executive was is eligible to participate immediately prior to the Effective Date and (y) receive under any excess plan, program, policy or supplemental retirement plan in which the Executive was eligible to participate as practice or contract or agreement of the Effective Date Company and its affiliated companies (the "ERISA Excess Plan") (the ERISA Excess Plan such other amounts and such retirement plans, as amended, and any successor or replacement plans being benefits shall be hereinafter referred to as the "PlansOther Benefits") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect and funded for the fiscal year immediately preceding the Date of Termination. For the purposes hereof, the term "Reference Amount" shall mean an amount equal to one-third of the amount calculated in clause V.A.1).

Good Reason; Other Than for Cause. If, during the Employment PeriodTerm, the Company shall terminate the Executive's ’s employment other than for Cause or Disability (but not for Disability), or the Executive shall terminate his employment for Good Reason: (1. ) in satisfaction of the annual bonus Executive would otherwise be eligible to receive under the short-term incentive plan in respect of the calendar year in which the Date of Termination occurs, the Company shall pay to Executive an amount equal to the Executive in a lump sum in cash within 5 days after the Date of Termination the aggregate of the following amounts: (a) the sum product of (i) the Executive's Annual Base Salary through annual bonus, if any, to which the Executive would have been entitled for the year in which the Date of Termination to occurs had Executive’s employment with the extent Company not theretofore paidbeen terminated, as determined in accordance with the terms and conditions of the applicable short-term incentive plan of the Company as provided in Section 4(b) hereof, and (ii) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal period beginning on the first day of the calendar year through in which the Date of Termination, Termination occurs and ending on the Date of Termination and the denominator of which 365 and (iii) any compensation previously deferred by is 365. Such amount shall be paid on the date when such amounts would otherwise have been payable to the Executive if Executive’s employment with the Company had not terminated as determined in accordance with the terms and conditions of the applicable short-term incentive plan of the Company. (together with any accrued interest or earnings thereon2) and any accrued vacation payWithin 14 days following Executive’s Date of Termination, the Company shall pay to Executive a cash severance payment in each case an amount equal to the extent not theretofore paid (1.5 times the sum of the amounts described in clauses (i), (ii) and (iii) shall be hereinafter referred to as the "Accrued Obligations"); and (b) the amount equal to the product of (i) three and (ii) the sum of (x) the Executive's Annual ’s Base Salary and (y) the Highest Annual Bonus; and (c) an amount equal to the product of three times the higher of (i) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate Target Bonus as of the Effective Date of Termination. (3) For a period of 18 months following the Date of Termination (the "ERISA Excess Plan") (“Benefit Continuation Period”), the ERISA Excess Plan Executive shall be treated as if he had continued to be an Executive for all purposes under the Company’s health insurance plan and dental insurance plan; or if the Executive is prohibited from participating in such retirement plans, as amendedthe Company shall otherwise provide such benefits. Executive shall be responsible for any employee contributions for such insurance coverage. Following the Benefit Continuation Period, and any successor the Executive shall be entitled to receive continuation coverage under Part 6 of Title I or replacement plans being referred to ERISA (“COBRA Benefits”) by treating the end of this period as the "Plans"applicable qualifying event (i.e., as a termination of employment) as for purposes of ERISA Section 603(2)) and with the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum concurrent loss of the amounts that would have been contributed by the Company or any Affiliate based coverage occurring on the Reference Amountsame date, to the Company's Plans orextent allowed by applicable law. (4) For the Benefit Continuation Period, if higherCompany shall maintain in force, at its expense, the Plans Executive’s life insurance in effect under the Company’s voluntary life insurance benefit plan as of an Affiliate the Date of Termination. Executive shall be responsible for any employee contributions for such insurance coverage. For purposes of clarification, the portion of the premiums in respect of such voluntary life insurance for which Executive and Company are responsible, respectively, shall be the same as the portion for which Company and Executive was eligible to participate are responsible, respectively, immediately prior to the Date of Termination as those Plans were in effect Termination. (5) For the Benefit Continuation Period, the Company shall provide short-term and funded for long-term disability insurance benefits to Executive equivalent to the fiscal year immediately preceding coverage that the Executive would have had if he had remained employed under the disability insurance plans applicable to Executive on the Date of Termination. Executive shall be responsible for any employee contributions for such insurance coverage. Should Executive become disabled during such period, Executive shall be entitled to receive such benefits, and for such duration, as the applicable plan provides. For the purposes hereofof clarification, the term "Reference Amount" shall mean an amount equal to one-third portion of the amount calculated premiums in clause V.A.1respect of such short-term and long-term disability benefits for which Executive and Company are responsible, respectively, shall be the same as the portion for which Executive and Company are responsible, respectively, immediately prior to the Date of Termination. (6) Within fifteen (15) days after the Date of Termination, the Company shall pay to Executive a cash payment in an amount, if any, necessary to compensate Executive for the Executive’s unvested interests under the Company’s retirement savings plan which are forfeited by Executive in connection with the termination of Executive’s employment. (7) Company may adopt such amendments to its executive benefit plans, if any, as are necessary to effectuate the provisions of this Agreement. (8) Any outstanding unvested stock options, stock performance units or similar equity awards (other than restricted stock awards) held by Executive on the Date of Termination shall continue to vest in accordance with their original terms (including any related performance measures) for the duration of the Benefit Continuation Period as if Executive had remained an employee of the Company through the end of such period and any such stock option, stock performance unit or other equity award (other than restricted stock awards) that has not vested as of the conclusion of such period shall be immediately cancelled and forfeited as of such date. In addition, Executive shall have the right to continue to exercise any outstanding vested stock options held by Executive during the Benefit Continuation Period; provided that in no event shall Executive be entitled to exercise any such option beyond the original expiration date of such option. Any outstanding restricted stock award held by Executive as of the Date of Termination that would have vested during the Benefit Continuation Period had Executive remained an employee of the Company through the end of such period shall be immediately vested as of the Date of Termination and any restricted stock award that would not have vested as of the conclusion of such period shall be immediately cancelled and forfeited as of such date. (9) Following the Executive’s Date of Termination, the Executive shall receive the computer which Executive is utilizing as of the Date of Termination. (10) Notwithstanding anything in this Agreement to the contrary, in no event shall the provision of in-kind benefits pursuant to this Section 7 during any taxable year of Executive affect the provision of in-kind benefits pursuant to this Section 7 in any other taxable year of Executive.

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive's ’s employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason:Reason (including, without limitation, a Permitted Executive Termination): 1. (i) the Company shall pay to the Executive in a lump sum in cash within 5 30 days after the Date of Termination the aggregate of the following amounts: (a) A. the sum of (i1) the Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior to the Date of Termination, (3) the product of (x) the higher of (I) the Recent Average Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (iii4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i1), (ii2), (3) and (iii4) shall be hereinafter referred to as the "“Accrued Obligations"”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death); and (b) B. the amount equal to the product of (i1) three two (2), and (ii2) the sum of (x) the Executive's ’s Annual Base Salary and (y) the Highest Annual BonusBonus (as hereinafter defined); and (cii) an amount for two (2) years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to the product of three times the higher of (i) the sum of the amounts that those which would have been contributed by provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or any Affiliate based 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. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on the Reference Amount last day of such period; (defined belowiii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effect; and (iv) to the Executive's account under (x) all of the Company's retirement plans, extent not theretofore paid or if higherprovided, the retirement plans of Company shall timely pay or provide to the Executive any Affiliate in other amounts or benefits required to be paid or provided or which the Executive was is eligible to participate immediately prior to the Effective Date and (y) receive under any excess plan, program, policy or supplemental retirement plan in which the Executive was eligible to participate as practice or contract or agreement of the Effective Date Company and its affiliated companies (the "ERISA Excess Plan") (the ERISA Excess Plan such other amounts and such retirement plans, as amended, and any successor or replacement plans being benefits shall be hereinafter referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect and funded for the fiscal year immediately preceding the Date of Termination. For the purposes hereof, the term "Reference Amount" shall mean an amount equal to one-third of the amount calculated in clause V.A.1“Other Benefits”).

Good Reason; Other Than for Cause. If, during the Employment Contract Period, (1) the Company shall terminate the Executive's ’s employment other than for Cause Cause, death or Disability or (2) the Executive shall terminate employment for Good Reason, then, subject to the Executive’s execution (within 45 days of the Date of Termination), and non-revocation, of a release of claims substantially in the form attached hereto as Exhibit A; provided that, if the Company does not countersign such release within 10 days after the delivery of such signed release to the Company by the Executive, then such release shall be null and void and the payments hereunder shall be made without regard to any requirement for a signed release: 1. (i) the Company shall pay to the Executive in a lump sum in cash within 5 days on the 60th day (except as specifically provided in Section 5(a)(i)(A)(2)) after the Date of Termination the aggregate of the following amounts: (a) A. the sum of (i1) the Executive's ’s accrued but unpaid Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned accrued but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year unused vacation pay through the Date of Termination, and (2) the denominator Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of which 365 and Termination occurs if such bonus has not been paid as of the Date of Termination (iii) at the time such Annual Bonus would otherwise have been paid (it being understood that any compensation portion of such Annual Bonus that was previously deferred by shall be paid in accordance with the Executive (together with any accrued interest or earnings thereon) applicable deferral arrangement and any accrued vacation payelection thereunder)) (together, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i), (ii) and (iii) shall be hereinafter referred to as the "“Accrued Obligations"”); and (b) B. the amount equal to the product of (ix) three 1.0 (or, if the Date of Termination occurs (I) within the two-year period following a Change of Control (as defined in the Primerica, Inc. 2010 Omnibus Incentive Plan (the “Equity Incentive Plan”)) or (II) as a result of an Anticipatory Termination (as defined below), 1.5), and (iiy) the sum of (I) the Executive’s Annual Base Salary as of the Date of Termination and (II) the Target Bonus as of the Date of Termination; and (ii) for 18 months following the Date of Termination (the “Benefits Period”), the Company shall provide the Executive and the Executive’s eligible dependents with medical (including vision and dental) benefits and life insurance coverage (the “Health Care Benefits”) equal to those that would have been provided to the Executive (and to any such dependent) in accordance with the plans, programs, practices and policies of the Company if the Executive’s employment had not been terminated; provided, however, that (x) the Executive's Annual Base Salary Executive shall pay the full premiums for access to the Health Care Benefits and (y) if the Highest Annual Bonus; and Executive becomes employed with another employer and is covered by another employer-sponsored plan providing substantially equivalent medical (cincluding vision and dental) an or life insurance benefits, the medical benefits or life insurance described herein, whichever is applicable, shall no longer be provided by the Company. The receipt of the Health Care Benefits shall be conditioned upon the Executive continuing to pay the Applicable COBRA Premium (as defined below). During the Benefits Period, the Company shall pay to the Executive a monthly amount (the “Monthly Payment”) equal to the product of three times the higher of (i) the sum Applicable COBRA Premium in respect of the amounts level of coverage that would have been contributed by the Company or any Affiliate based Executive elected, which payment shall be paid in advance on the Reference Amount (defined below) to first business day of each month, commencing with the month immediately following the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect and funded for the fiscal year immediately preceding the ’s Date of Termination. For purposes of this paragraph, “Applicable COBRA Premium” means the purposes hereof, the term "Reference Amount" shall mean an amount equal monthly premium in effect from time to one-third time for coverage provided to former employees of the amount calculated in clause V.A.1.Company under Section 4980B of the Code and the regulations thereunder with respect to a particular level of coverage (i.e., single, single plus one, or family); and

Good Reason; Other Than for Cause. If, during the Employment PeriodTerm, the Company shall terminate the Executive's ’s employment other than for Cause or Disability (but not for Disability), or the Executive shall terminate his employment for Good Reason: (1. ) in satisfaction of the annual bonus Executive would otherwise be eligible to receive under the short-term incentive plan in respect of the calendar year in which the Date of Termination occurs, the Company shall pay to Executive an amount equal to the Executive in a lump sum in cash within 5 days after the Date of Termination the aggregate of the following amounts: (a) the sum product of (i) the Executive's Annual Base Salary through annual bonus, if any, to which the Executive would have been entitled for the year in which the Date of Termination to occurs had Executive’s employment with the extent Company not theretofore paidbeen terminated, as determined in accordance with the terms and conditions of the applicable short-term incentive plan of the Company as provided in Section 4(b) hereof, and (ii) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal period beginning on the first day of the calendar year through in which the Date of Termination, Termination occurs and ending on the Date of Termination and the denominator of which 365 and (iii) any compensation previously deferred by is 365. Such amount shall be paid on the date when such amounts would otherwise have been payable to the Executive if Executive’s employment with the Company had not terminated as determined in accordance with the terms and conditions of the applicable short-term incentive plan of the Company. (together with any accrued interest or earnings thereon2) and any accrued vacation payWithin 14 days following Executive’s Date of Termination, the Company shall pay to Executive a cash severance payment in each case an amount equal to the extent not theretofore paid (1.5 times the sum of the amounts described in clauses (i), (ii) and (iii) shall be hereinafter referred to as the "Accrued Obligations"); and (b) the amount equal to the product of (i) three and (ii) the sum of (x) the Executive's Annual ’s Base Salary and (y) the Highest Annual Bonus; and (c) an amount equal to the product of three times the higher of (i) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate Target Bonus as of the Effective Date of Termination. (3) For a period of 18 months following the Date of Termination (the "ERISA Excess Plan") (“Benefit Continuation Period”), the ERISA Excess Plan Executive shall be treated as if he had continued to be an Executive for all purposes under the Company’s health insurance plan and dental insurance plan; or if the Executive is prohibited from participating in such retirement plans, as amendedthe Company shall otherwise provide such benefits. Executive shall be responsible for any employee contributions for such insurance coverage. Following the Benefit Continuation Period, and any successor the Executive shall be entitled to receive continuation coverage under Part 6 of Title I or replacement plans being referred to ERISA (“COBRA Benefits”) by treating the end of this period as the "Plans"applicable qualifying event (i.e., as a termination of employment) as for purposes of ERISA Section 603(2)) and with the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum concurrent loss of the amounts that would have been contributed by the Company or any Affiliate based coverage occurring on the Reference Amountsame date, to the Company's Plans orextent allowed by applicable law. (4) For the Benefit Continuation Period, if higherCompany shall maintain in force, at its expense, the Plans Executive’s life insurance in effect under the Company’s voluntary life insurance benefit plan as of an Affiliate the Date of Termination. Executive shall be responsible for any employee contributions for such insurance coverage. For purposes of clarification, the portion of the premiums in respect of such voluntary life insurance for which Executive and Company are responsible, respectively, shall be the same as the portion for which Company and Executive was eligible to participate are responsible, respectively, immediately prior to the Date of Termination as those Plans were in effect Termination. (5) For the Benefit Continuation Period, the Company shall provide short-term and funded for long-term disability insurance benefits to Executive equivalent to the fiscal year immediately preceding coverage that the Executive would have had if he had remained employed under the disability insurance plans applicable to Executive on the Date of Termination. Executive shall be responsible for any employee contributions for such insurance coverage. Should Executive become disabled during such period, Executive shall be entitled to receive such benefits, and for such duration, as the applicable plan provides. For the purposes hereofof clarification, the term "Reference Amount" shall mean an amount equal to one-third portion of the amount calculated premiums in clause V.A.1respect of such short-term and long-term disability benefits for which Executive and Company are responsible, respectively, shall be the same as the portion for which Executive and Company are responsible, respectively, immediately prior to the Date of Termination. (6) Within fifteen (15) days after the Date of Termination, the Company shall pay to Executive a cash payment in an amount, if any, necessary to compensate Executive for the Executive's unvested interests under the Company's retirement savings plan which are forfeited by Executive in connection with the termination of Executive's employment. (7) Company may adopt such amendments to its executive benefit plans, if any, as are necessary to effectuate the provisions of this Agreement. (8) Any outstanding unvested stock options, stock performance units or similar equity awards (other than restricted stock awards) held by Executive on the Date of Termination shall continue to vest in accordance with their original terms (including any related performance measures) for the duration of the Benefit Continuation Period as if Executive had remained an employee of the Company through the end of such period and any such stock option, stock performance unit or other equity award (other than restricted stock awards) that has not vested as of the conclusion of such period shall be immediately cancelled and forfeited as of such date. In addition, Executive shall have the right to continue to exercise any outstanding vested stock options held by Executive during the Benefit Continuation Period; provided that in no event shall Executive be entitled to exercise any such option beyond the original expiration date of such option. Any outstanding restricted stock award held by Executive as of the Date of Termination that would have vested during the Benefit Continuation Period had Executive remained an employee of the Company through the end of such period shall be immediately vested as of the Date of Termination and any restricted stock award that would not have vested as of the conclusion of such period shall be immediately cancelled and forfeited as of such date. (9) Following the Executive’s Date of Termination, the Executive shall receive the computer which Executive is utilizing as of the Date of Termination. (10) Notwithstanding anything in this Agreement to the contrary, in no event shall the provision of in-kind benefits pursuant to this Section 7 during any taxable year of Executive affect the provision of in-kind benefits pursuant to this Section 7 in any other taxable year of Executive.

Good Reason; Other Than for Cause. If, during the Employment PeriodTerm (including, for the avoidance of doubt, on the Automatic Expiration Date), the Company shall terminate the Executive's ’s employment other than for Cause (but not due to Executive’s death or Disability Disability), or the Executive shall terminate his employment for Good Reason: 1. Reason (including, for the avoidance of doubt, an Anticipatory Qualifying Termination), then, subject to Executive executing (and not revoking) a general release of claims against the Company shall pay to the Executive in a lump sum in cash within 5 no later than 55 days after the Date of Termination the aggregate of the following amountsTermination: (a) the sum of (i) the Executive's Annual Base Salary through Company shall make a lump-sum payment to Executive on the 60th calendar day following the Date of Termination in an aggregate amount equal to one year’s Base Salary computed at Executive’s highest rate of annual Base Salary in effect during the extent not theretofore paid, six-month period immediately preceding his Date of Termination; (ii) the Company shall make a lump-sum payment to Executive in an amount equal to the product of (x) the higher of (I) the Recent Annual Incentive Payment and (IIA) the Annual Incentive Payment paid or payable, including any portion thereof which has been Bonus that Executive would have earned but deferred (and annualized determined based on the Company’s actual performance for any the fiscal year consisting of less than twelve full months or during the Company in which the Date of Termination occurs (or (x) in the event the Date of Termination occurs during the First Stub Period, the Annual Bonus that Executive was employed for less than twelve full months), would have earned determined based on the Company’s actual performance for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") First Stub Period and (y) in the event the Date of Termination occurs during the Second Stub Period, the portion of the Annual Bonus that Executive would have earned determined based on the Company’s actual performance for the full fiscal year in which the Second Stub Period occurs determined by pro rating such amount based on the portion of such fiscal year elapsed as of the end of the Second Stub Period), and (B) a fraction, the numerator of which is the number of days that have elapsed in the current fiscal year through of the Company (or Stub Period, as applicable) in which the Date of Termination occurs as of the Date of Termination, and the denominator of which 365 and is the total number of days in that fiscal year (or Stub Period, as applicable) (such amount, the “Pro Rata Annual Bonus”). The Pro Rata Annual Bonus shall be payable at such time as the Company otherwise makes annual bonus payments for such fiscal year to its other executive officers; (iii) Executive shall be entitled to accelerated vesting of (A) any compensation previously deferred outstanding time-based Company long-term incentive awards (whether in the form of cash-settled or equity-settled awards and including the Initial Award, but excluding any such Company awards granted pursuant to the Transaction Agreement in respect of ATK equity-based awards) granted on or following the Commencement Date that would have vested had Executive remained employed for 12 months following the Date of Termination, (B) a pro rata portion of any outstanding performance-based Company long-term incentive awards (whether in the form of cash-settled or equity-settled awards) granted on or following the Commencement Date determined following the last day of the applicable performance period for each such grant by multiplying the number of performance-based awards that would otherwise have vested on the next vesting date following the Date of Termination based on the Company’s actual performance during such period by a fraction, (I) the numerator of which shall be the number of days that have elapsed between the vesting date immediately preceding the Date of Termination and the Date of Termination (or, if Executive’s employment is terminated before the first vesting date, between the Commencement Date and the Date of Termination), and (II) the denominator of which shall be the total number of days in the period from such immediately preceding vesting date (or, if applicable, the Commencement Date) through the next vesting date; provided, however, that Executive shall only be entitled to such accelerated vesting to the extent that Executive was employed for at least 90 days of the applicable performance period and (together with C) any accrued interest outstanding Company restricted shares or earnings thereonRSUs granted on the Commencement Date pursuant to the Transaction Agreement in respect of ATK equity-based awards (including, for the avoidance of doubt, ATK restricted shares, restricted share units and performance shares) that were originally granted more than 12 months prior to the Date of Termination. Any outstanding unvested long-term incentive awards, regardless of form or when granted, that do not vest pursuant to this Section 5(a)(iii) shall automatically terminate and be immediately forfeited as of the Date of Termination; provided, however, that, notwithstanding anything in this Agreement or any other Company plan or agreement to the contrary, if such termination constitutes an Anticipatory Qualifying Termination, then any long-term incentive awards that would otherwise have been forfeited as of the Date of Termination (such awards, the “Conditional Awards”) shall not be forfeited pursuant to this Section 5(a)(iii) and, instead, shall be subject to the provisions of Section 5(f)(ii). All vested stock options (including those as to which vesting accelerates pursuant to this Section 5(a)(iii)(A) or (B)) shall remain exercisable for 90 days following the Date of Termination (or if earlier, the applicable expiration date thereof) and any accrued vacation paythen shall automatically terminate and be forfeited. Vested RSUs shall be settled no later than the 60th calendar day following the Date of Termination, and earned performance-based awards shall be settled at the same time as such awards are paid to similarly situated executives; (iv) in each case the event that, upon such termination, Executive elects to receive health and dental continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”), the Company shall pay the cost of such COBRA continuation coverage for 18 months following the Date of Termination in an amount equal to the excess, if any, of the cost of such COBRA continuation coverage over the cost payable for health and dental benefits by active employees of the Company; provided that the Company’s obligations pursuant to this Section 5(a)(iv) shall cease upon Executive’s becoming eligible for substantially equivalent health and dental coverage from a subsequent employer (such benefits, the “Continued Welfare Benefits”); and (v) to the extent not theretofore paid (or provided, the sum Company shall pay to Executive his Base Salary through the Date of Termination, pay any earned but unpaid Annual Bonus from a prior completed fiscal year, and pay or provide any other amounts or benefits required to be paid or provided or that Executive is eligible to receive pursuant to the terms and conditions of the employee benefit plans and programs, including any bonus program, of the Company and its affiliates through the Date of Termination at the time such payments are due or benefits are to be provided (if any) and taking into account any deferral elections made by Executive (all such amounts and benefits described in clauses this clause (i), (ii) and (iiiv) shall be hereinafter referred to as the "“Accrued Obligations"Benefits”); and (b) the amount equal to the product of (i) three and (ii) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and (c) an amount equal to the product of three times the higher of (i) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect and funded for the fiscal year immediately preceding the Date of Termination. For the purposes hereof, the term "Reference Amount" shall mean an amount equal to one-third of the amount calculated in clause V.A.1.

Good Reason; Other Than for Cause. IfIf the Executive remains employed through the Transition Date, during or if prior to the Employment PeriodTransition Date, the Company shall terminate terminates the Executive's ’s employment for any reason other than for Cause or Disability or the Executive shall terminate employment resigns for Good Reason, then, subject to the Executive’s execution within ten days of the Date of Termination, and non-revocation, of a release of claims in the form attached hereto as Exhibit A, the Company shall provide the following compensation and benefits to the Executive: 1. the (i) The Company shall pay to the Executive in a lump sum in cash within 5 days after the Date of Termination the aggregate of the following amounts: (a) the sum of (iA) the Executive's ’s accrued but unpaid Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned accrued but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year unused vacation pay through the Date of Termination, and payable no later than the denominator next payroll date following the Executive’s Date of which 365 Termination, and (iii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i), (ii) and (iii) shall be hereinafter referred to as the "Accrued Obligations"); and (b) the amount equal to the product of (i) three and (ii) the sum of (xB) the Executive's ’s Annual Base Salary and (y) the Highest Annual Bonus; and (c) an amount equal to the product of three times the higher of (i) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded Bonus for the fiscal year immediately preceding the Effective fiscal year in which the Date or of Termination occurs if such Annual Bonus has not been paid as of the Date of Termination, payable at the time such Annual Bonus would otherwise have been paid (together, the “Accrued Obligations”). (ii) Within 18 days following the Date of Termination under the circumstances described above in the initial sentence of Section 5(a), the Company shall pay to the Executive a lump sum in cash equal to the sum of (A) an amount equal to $287,670, which represents the amounts Annual Base Salary that would have been contributed by the Company or any Affiliate based on the Reference Amount, paid to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to from the Date of Termination as those Plans were in effect and funded for the fiscal year immediately preceding the Date of Termination. For the purposes hereofthrough August 18, the term "Reference Amount" shall mean 2015, (B) an amount equal to one$945,210, which represents a prorated target Annual Bonus for 2015, prorated as if Executive remained employed through August 18, 2015, and (C) an amount equal to $787,675, which represents the cash value of Executive’s long-third term target incentive opportunity for 2015 that would normally be granted in 2016, prorated as if Executive remained employed through August 18, 2015. (iii) For 18 months or such longer applicable period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), following the Date of Termination (such period, as it may be modified by clause (y) below in this Section 5(a)(iii), the “Benefits Period”), the Company shall provide the Executive, his spouse and his other eligible dependents with medical (including vision and dental) benefits (the “Health Care Benefits”) in accordance with COBRA and the plans, programs, practices and policies of the Company; provided, however, that (x) the Executive shall pay the full premiums for access to the Health Care Benefits and (y) if the Executive becomes employed with another employer and is covered by another employer-sponsored plan providing substantially equivalent medical (including vision and dental) benefits, then the Company shall no longer provide the Health Care Benefits. The receipt of the Health Care Benefits shall be conditioned upon the Executive continuing to pay the Applicable COBRA Premium (as defined below). During the first 18 months of the Benefits Period, the Company shall pay to the Executive a monthly amount calculated (the “Monthly Payment”) equal to the Applicable COBRA Premium in clause V.A.1respect of the level of coverage that the Executive elected, which payment shall be paid in advance on the first business day of each month, commencing with the month immediately following the Transition Date. For purposes of this paragraph, “Applicable COBRA Premium” means the monthly premium in effect from time to time for coverage provided to former employees of the Company under Section 4980B of the Code and the regulations thereunder with respect to a particular level of coverage (i.e., single, single plus one, or family).

Good Reason; Other Than for Cause. IfExcept as provided in Section 4(b) below, if, during the Employment Period, the Company shall terminate the Executive's ’s employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: 1. (i) the Company shall pay to the Executive in a lump sum in cash within 5 ten days after of the Date of Termination Termination, or, with respect to the payments described in Sections 4(a)(i)(B) and (C), such other time described in Section 8(g), the aggregate of the following amounts: (a) A. the sum of (i1) the Executive's ’s accrued Annual Base Salary through the Date of Termination to the extent not theretofore paidTermination, (ii) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which 365 and (iii2) any compensation previously deferred unpaid annual bonus earned by the Executive with respect to the previous year, and (together with any accrued interest or earnings thereon3) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i1), (ii2) and (iii3) shall be hereinafter referred to as the "“Accrued Obligations"”); and (b) the amount equal to the product of (i) three and (ii) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and (c) B. an amount equal to the product average annualized payment the Executive received for the 3 years (or such shorter period during which the Executive has served as a Senior Vice President of three times the higher Company) immediately preceding the Date of Termination under the Company’s Annual Incentive Program, multiplied by the number of days that have transpired during that fiscal year immediately prior to the Date of Termination, divided by 365; and C. an amount equal to 200% of the sum of (i) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate ’s Annual Base Salary immediately prior to the Date of Termination as those Plans were in effect and funded (ii) the average annualized payment the Executive received for the fiscal year 3 years (or such shorter period during which the Executive has served as a Senior Vice President of the Company) immediately preceding the Date of Termination. For Termination under the purposes Company’s Annual Incentive Program (the “Severance Payment”). (ii) subject to the provisions of Section 8(g) hereof, to the term "Reference Amount" extent not theretofore paid or provided, the Company shall mean an amount equal timely pay or provide to one-third the Executive any other amounts or benefits, excluding any severance or separation pay or benefits, required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy, practice, contract or agreement of the amount calculated Company and its affiliated companies, including, without limitation, the vested benefit, if any, of the Executive under any qualified defined benefit or defined contribution retirement plan of the Company and its affiliated companies in clause V.A.1which the Executive participates, in accordance with the terms of such plan (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”); (iii) the Company shall continue to provide at its expense (on the same basis as at the Executive’s Date of Termination) for the continued participation of the Executive and, to the extent applicable, his family, in the Company’s medical, dental, vision and life insurance plans and programs, for a period of four months commencing with the Date of Termination; and (iv) upon request of the Executive, the Company shall provide outplacement services to the Executive for up to twelve months and up to an aggregate cost of $25,000.

Good Reason; Other Than for Cause. IfDeath or Disability on or After the Effective Date. Regardless of whether the Change of Control Period has expired, during if, within three years after the Employment PeriodEffective Date, (i) the Company Corporation shall terminate the Executive's ’s employment for any reason other than for Cause Cause, Death or Disability Disability, or (ii) the Executive shall terminate her employment for Good Reason: 1. (I) the Company Corporation shall pay to the Executive in a lump sum in cash within 5 20 days after the Date of Termination the aggregate of the amounts determined pursuant to the following amounts:clauses (A) and (B): (aA) the sum of (i) if not theretofore paid, the Executive's Annual Base Salary ’s base salary through the Date of Termination to at the extent not theretofore paid, (ii) rate in effect at the product time the Notice of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive Termination was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which 365 and (iii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i), (ii) and (iii) shall be hereinafter referred to as the "Accrued Obligations")given; and (b) the amount equal to the product of (i) three and (iiB) the sum of (x) the Executive's Annual Base Salary and (y) ’s annual base salary at the Highest Annual Bonus; and (c) an amount equal to rate in effect at the product time the Notice of three times the higher of (i) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plansTermination was given, or if higher, at the retirement plans of highest rate in effect at any Affiliate in which time within the Executive was eligible to participate immediately prior to 90-day period preceding the Effective Date and (y) any excess an amount equal to the highest bonus paid or supplemental retirement plan in which payable to the Executive was eligible pursuant to participate the applicable cash incentive compensations plan(s) within five fiscal years prior to the Effective Date, provided, however, that in no event shall the Executive be entitled to receive under this clause (B) more than the product obtained by multiplying the amount determined as hereinabove provided in this clause (B) by a fraction whose numerator shall be the number of months (including fractions of a month) that at the Date of Termination remain until the first day of the Effective month coinciding with or next following the Executive’s 65th birthday and whose denominator shall equal twelve (12); and (II) until the earlier to occur of (i) the date one year following the Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plansof Termination, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum first day of the amounts that would have been contributed by first month coinciding with or next following the Company or any Affiliate based on Executive’s 65th birthday (the Reference Amount, to the Company's Plans or, if higher, the Plans period of an Affiliate in which the Executive was eligible to participate immediately prior to time from the Date of Termination until the earlier of (i) or (ii) is hereinafter referred to as the “Unexpired Period”), the Corporation shall continue to provide all benefits that the Executive and/or her family is or would have been entitled to receive under all medical, dental, vision, disability, executive life, group life, accidental death and travel accident insurance plans and programs of the Corporation and its affiliated companies, in each case on a basis providing the Executive and/or her family with the opportunity to receive benefits at least equal to those Plans were provided by the Corporation and its affiliated companies for the Executive under such plans and programs if and as in effect and funded for at any time during the fiscal year immediately 90-day period preceding the Date of Termination. For the purposes hereof, the term "Reference Amount" shall mean an amount equal to one-third of the amount calculated in clause V.A.1Effective Date.

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive's ’s employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: 1. (i) the Company shall pay to the Executive in a lump sum in cash within 5 thirty (30) days after the Date of Termination the aggregate of the following amounts: (aA) the Accrued Obligations; (B) the amount equal to the sum of (i1) the Executive's ’s Annual Base Salary through the end of the Company’s fiscal year in which the Date of Termination occurs, and (2) the Target Bonus for the fiscal year in which the Date of Termination occurs; (C) the amount equal to the extent not theretofore paid, amount by which the (ii1) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") three and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which 365 and (iii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses Executive’s Annual Base Salary and his Target Bonus, exceeds (i)2) the value of the Retention Award, (ii) and (iii) which for this purpose shall be hereinafter referred determined by reference to as the "Accrued Obligations"); andvalue of the Award on the date of grant; (bD) the amount equal to the product of (i1) three and (2) 25% of the Executive’s Annual Base Salary (which amount is in lieu of continuing employee benefits and perquisites (provided that Executive and his dependents shall retain rights to any Accrued Obligations and to elect and maintain COBRA coverage)). (ii) With respect to any options, restricted stock, restricted stock units (including the sum Retention Award) or other stock-based awards held by the Executive under the Company’s Incentive Compensation Plan, or any successor plan, on the Date of Termination all restrictions on awards of restricted stock or restricted stock units and other stock-based awards (other than stock options) will be canceled and such awards shall vest, and all outstanding stock options that have not fully vested, shall vest and become immediately exercisable, in each case only to the extent such awards were scheduled to become vested and exercisable during the 36-month period following the Date of Termination; provided, that with respect to any stock options, the options shall remain exercisable until the earlier of (x) the Executive's Annual Base Salary and expiration of the option term or (y) one (1) year after the Highest Annual BonusDate of Termination; and and provided further that any portion of any such awards that remains unvested after application of the preceding provisions of this paragraph (c) an amount equal to the product of three times the higher of (i) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate shall be forfeited as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect and funded for the fiscal year immediately preceding the Date of Termination. For the purposes hereof, the term "Reference Amount" shall mean an amount equal to one-third of the amount calculated in clause V.A.1not thereafter become vested or exercisable.

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: 1. (i) the Company shall pay to the Executive in a lump sum in cash within 5 thirty days after the Date of Termination the aggregate of the following amounts: (a) A. the sum of (i1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii2) the product greater of (xA) an amount equal to the higher Executive's highest bonus (including any bonus deferred by the Executive) under the Company's bonus plan, or any comparable bonus under any predecessor or successor plan, for the last three full fiscal years prior to the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of (Isuch fiscal year) the Recent Annual Incentive Payment and (IIB) the Annual Incentive Payment Bonus paid or payable, payable (including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full monthsdeferred), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year each case pro rated through the Date of TerminationTermination to the extent not theretofore paid, (3) any accrued and unpaid Fringe Benefits, and the denominator of which 365 and (iii4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i1), (ii2), (3) and (iii4) shall be hereinafter referred to as the "Accrued Obligations"); and; (b) B. the amount equal to the product of (i1) three and (ii) the sum of (x2) the Executive's Annual highest Base Salary and (y) during any of the Highest Annual Bonusthree years preceding the Date of Termination; and (c) plus an amount equal to the product of three times the higher of (i) the sum Executive's highest Base Salary during any of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately three years preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were multiplied by the highest percentage payout of the Executive's bonus under the Short Term Incentive Program (or any successor short term bonus plan or program) in effect and funded comparison to salary (annualized in the event that Executive was not employed by the Company for the fiscal whole of such applicable period) paid and/or accrued in any of the three years preceding the Date of Termination; plus the highest one-year immediately cash equivalent amount of Fringe Benefits paid to the Executive in any of the three calendar years preceding the Date of Termination. For This amount will be reduced by the purposes hereofamounts paid, if any, to the Executive under the Company's Severance Pay Plan (or any successor severance pay plan) as a result of such termination; provided, however, that if the Executive's benefits under the Company's Severance Pay Plan (or any successor severance pay plan) exceed the amounts payable under this Section, the term Executive shall be entitled to such benefits and shall not be entitled to the payments provided for under this Section 4(a)(i)(B); and C. payment of benefits under any Supplemental Executive Retirement Plan ("Reference Amount" SERP") in which the Executive participates in effect as of the Date of Termination in accordance with the provisions of the SERP. The SERP benefit shall mean be a lump sum payment in an amount equal to one-third the benefit payable under the SERP adjusted by crediting the Executive with additional years of credited service for benefit accrual and vesting, and additional years of age, in each case equal to five years less the period from the Effective Date through the Date of Termination in which the Executive participates in any SERP. The amount of any such benefit shall be calculated as of the amount calculated Date of Termination in clause V.A.1accordance with the terms of the SERP, and the payment of such benefit shall be in lieu of any other payment under the SERP; (ii) for three years after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, 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 plans, programs, practices and policies described in Section 2(b)(v) of this Agreement 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 benefits provided by the Company shall no longer be available to the Executive and the other welfare benefits described herein shall become secondary to those provided under such other plan during such applicable period of eligibility; (iii) for twelve months following the Date of Termination, if the Company has terminated this Agreement for other than Cause, the Company shall, at its sole expense as incurred to an aggregate of $15,000, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his sole discretion; (iv) to the extent not therefore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its Affiliated Companies (such other amounts and benefits shall be hereinafter referred to as "Other Benefits"); provided, however, Other Benefits shall exclude any benefits under the Company's Severance Pay Plan.

Good Reason; Other Than for Cause. If, during the Employment Period, If the Company shall terminate the Executive's ’s employment other than for Cause or Disability or Cause (including by reason of not renewing the Term), or if Executive shall terminate employment for Good Reason: 1. the Company shall pay to the Executive in a lump sum in cash within 5 days after the Date of Termination the aggregate of the following amounts: (a) the sum of (i) The Company shall pay, or cause to be paid, to Executive the sum of: (A) the portion of Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and to the denominator of which 365 extent not previously paid; and (iiiB) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore previously paid (the sum of the amounts described in clauses (iA) and (B) shall be referred to as the “Accrued Benefits”), . The Accrued Benefits shall be paid in a single lump sum within 30 calendar days after the Date of Termination. (ii) Subject to Section 6 hereof, the Company shall continue to pay, or cause to be paid, to Executive, continued Annual Base Salary (without taking into account any reduction to the Annual Base Salary that constitutes Good Reason for Executive’s termination), for the 12-month period commencing on the Date of Termination (such period, the “Severance Period”), payable over the Severance Period in equal semi-monthly or other installments (not less frequently than monthly), commencing with the first regular payroll date occurring after the Release required by Section 6 becomes effective and irrevocable in accordance with its terms (and with the first such installment including any such Annual Base Salary amount that otherwise would have been paid earlier in the Severance Period, and the remaining installments being paid as otherwise scheduled assuming payments had begun immediately after the Date of Termination). Notwithstanding the foregoing, if the termination described in this Section 5(a) occurs within 90 calendar days prior to, or within 2 years following, a Change in Control (as defined in the Company’s 2015 Equity Incentive Plan (the “Equity Incentive Plan”)), then, in addition to the amounts described in the first sentence of this Section 5(a)(ii): (A) the Company shall pay or cause to be paid to Executive, in lieu of any Pro-Rated Annual Incentive under Section 5(a)(iv), a lump sum payment equal to Executive’s Target STI under the STIP for the year in which the Date of Termination occurs (without pro-ration), payable on the first regular payroll date occurring after the Release required by Section 6 becomes effective and irrevocable in accordance with its terms; and (B) to the extent that the same treatment is not otherwise provided under the Equity Incentive Plan and the applicable award agreements, each of Executive’s then outstanding equity incentive awards shall become vested in full (without pro-ration), with any specified performance objectives with respect to such outstanding awards deemed to be satisfied at the “target” level. (iii) Subject to Section 6 hereof, the Company shall pay to Executive the amount of any annual incentive that has been earned by Executive under the STIP for a completed fiscal year or other measuring period preceding the Date of Termination (or that would have been earned by Executive had his employment continued through the date such annual incentive is paid to other senior executives), but has not yet been paid to Executive (the “Prior Year Annual Incentive”), payable in a single lump sum no later than the date that annual incentives are payable to other participants in the STIP for that fiscal year (pursuant to the terms of the STIP). (iv) Subject to Section 6 hereof, if and only if Executive’s Date of Termination occurs at least three (3) full calendar months after the beginning of the Company’s fiscal year, and except as otherwise provided in Section 5(a)(ii), Executive will be eligible to receive an annual incentive under the STIP for the fiscal year during which the Date of Termination occurs, determined as if Executive had remained employed for the entire year (and any additional period of time necessary to be eligible to receive the annual incentive for the year), based on actual Company performance during the entire fiscal year and without regard to any discretionary adjustments that have the effect of reducing the amount of the annual incentive (other than discretionary adjustments applicable to all senior executives who did not terminate employment), and assuming that any individual goals applicable to Executive were satisfied at the “target” level, pro-rated based on the number of days in the Company’s fiscal year through (and including) the Date of Termination (the “Pro-Rated Annual Incentive”). The Pro-Rated Annual Incentive shall be payable in a single lump sum at the same time that payments are made to other participants in the STIP for that fiscal year (pursuant to the terms of the STIP). (v) Subject to Section 6 hereof, if Executive timely elects continued health and dental coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will pay Executive’s full COBRA premiums to continue his coverage (including coverage for his eligible dependents, if applicable) (the “COBRA Premiums”) for the 12-month period commencing on the Date of Termination (the “COBRA Premium Period”). The COBRA Premium Period runs concurrently with the Severance Period. During the COBRA Premium Period, an amount equal to the applicable COBRA Premiums (or such other amounts as may be required by law) will be included in Executive’s income for tax purposes to the extent required by applicable law and the Company may withhold taxes from Executive’s other compensation for this purpose. Notwithstanding the foregoing, if Executive becomes re-employed with another employer and is eligible to receive substantially equivalent health benefits under another employer-provided plan, then the Company’s payment obligations and Executive’s right to the subsidized premium payments as described in this Section 5(a)(v) shall cease. (vi) To the extent not theretofore paid or provided, the Company shall pay or provide, or cause to be paid or provided, to Executive (or his estate) any other amounts, benefits or equity awards required to be paid or provided or which Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company, including any benefits to which Executive is entitled under Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended (such other amounts and benefits shall be hereinafter referred to as the "Accrued Obligations"); and (b“Other Benefits”) in accordance with the amount equal to the product terms and normal procedures of (i) three and (ii) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and (c) an amount equal to the product of three times the higher of (i) the sum of the amounts that would have been contributed by the Company each such plan, program, policy or any Affiliate practice or contract or agreement, based on the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date accrued and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect and funded for the fiscal year immediately preceding vested benefits through the Date of Termination. For the purposes hereof, the term "Reference Amount" shall mean an amount equal to one-third of the amount calculated in clause V.A.1.

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: 1. (i) the Company shall pay to the Executive in a lump sum in cash within 5 thirty days after the Date of Termination the aggregate of the following amounts: (a) A. the sum of (i1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii2) the product greater of (xA) an amount equal to the higher Executive's highest bonus (including any bonus deferred by the Executive) under the Company's bonus plan, or any comparable bonus under any predecessor or successor plan, for the last three full fiscal years prior to the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of (Isuch fiscal year) the Recent Annual Incentive Payment and (IIB) the Annual Incentive Payment Bonus paid or payable, payable (including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full monthsdeferred), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year each case pro rated through the Date of TerminationTermination to the extent not theretofore paid, (3) any accrued and unpaid Fringe Benefits, and the denominator of which 365 and (iii4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i1), (ii2), (3) and (iii4) shall be hereinafter referred to as the "Accrued Obligations"); and (b) B. the amount equal to the product of (i1) three two and (ii) the sum of (x2) the Executive's Annual highest Base Salary and (y) during any of the Highest Annual Bonusthree years preceding the Date of Termination; and (c) plus an amount equal to the product of three times the higher of (i) the sum Executive's highest Base Salary during any of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately three years preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were multiplied by the highest percentage payout of the Executive's bonus under the Short Term Incentive Program (or any successor short term bonus plan or program) in effect and funded comparison to salary (annualized in the event that Executive was not employed by the Company for the fiscal whole of such applicable period) paid and/or accrued in any of the three years preceding the Date of Termination; plus the highest one-year immediately cash equivalent amount of Fringe Benefits paid to the Executive in any of the three calendar years preceding the Date of Termination. For This amount will be reduced by the purposes hereofamounts paid, if any, to the Executive under the Company's Severance Pay Plan (or any successor severance pay plan) as a result of such termination; provided, however, that if the Executive's benefits under the Company's Severance Pay Plan (or any successor severance pay plan) exceed the amounts payable under this Section, the term "Reference Amount" Executive shall mean an amount be entitled to such benefits and shall not be entitled to the payments provided for under this Section 4(a)(i)(B). (ii) for two years after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to onethose which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 2(b)(v) of this Agreement 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-third provided plan, the medical benefits provided by the Company shall no longer be available to the Executive and the other welfare benefits described herein shall become secondary to those provided under such other plan during such applicable period of eligibility; (iii) for twelve months following the Date of Termination, if the Company has terminated this Agreement for other than Cause, the Company shall, at its sole expense as incurred to an aggregate of $15,000, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his sole discretion; (iv) to the extent not therefore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the amount calculated in clause V.A.1Company and its Affiliated Companies (such other amounts and benefits shall be hereinafter referred to as "Other Benefits"); provided, however, Other Benefits shall exclude any benefits under the Company's Severance Pay Plan.

Good Reason; Other Than for Cause. If, during the Employment PeriodTerm, the Company shall terminate the Executive's ’s employment other than for Cause or Disability or the Cause, or if Executive shall terminate employment for Good Reason: 1. the Company shall pay to the Executive in a lump sum in cash within 5 days after the Date of Termination the aggregate of the following amounts: (a) the sum of (i) The Company shall pay, or cause to be paid, to Executive the sum of: (A) the portion of Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and to the denominator of which 365 extent not previously paid; and (iiiB) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore previously paid (the sum of the amounts described in clauses (iA) and (B) shall be referred to as the “Accrued Benefits”), . The Accrued Benefits shall be paid in a single lump sum within 30 calendar days after the Date of Termination. (ii) Subject to Section 6 hereof, the Company shall continue to pay, or cause to be paid, to Executive, continued Annual Base Salary (without taking into account any reduction to the Annual Base Salary that constitutes Good Reason for Executive’s termination), for the 18-month period commencing on the Date of Termination (such period, the “Severance Period”), payable over the Severance Period in equal semi-monthly or other installments (not less frequently than monthly), commencing with the first regular payroll date occurring after the Release required by Section 6 becomes effective and irrevocable in accordance with its terms (and with the first such installment including any such Annual Base Salary amount that otherwise would have been paid earlier in the Severance Period, and the remaining installments being paid as otherwise scheduled assuming payments had begun immediately after the Date of Termination). Notwithstanding the foregoing, if the termination described in this Section 5(a) occurs within 90 calendar days prior to, or within 2 years following, a Change in Control (as defined in the Company’s 2015 Equity Incentive Plan (the “Equity Incentive Plan”), provided that, for the avoidance of doubt, for purposes of this Agreement, a “Business Combination”, which may constitute a Change in Control as defined in the Equity Incentive Plan, shall be deemed to include any disposition of two or more of the Company’s business segments and the completion of any related corporate restructuring or transition identified by the Board, then, in addition to the amounts described in the first sentence of this Section 5(a)(ii): (A) if the Date of Termination occurs during fiscal 2018, the Company shall pay or cause to be paid to Executive, in lieu of any Pro-Rated Annual Incentive under Section 5(a)(iv), a lump sum payment equal to Executive’s Target STI under the STIP for the 2018 fiscal year (without pro-ration), payable on the first regular payroll date occurring after the Release required by Section 6 becomes effective and irrevocable in accordance with its terms; and (B) to the extent that the same treatment is not otherwise provided under the Equity Incentive Plan and the applicable award agreements, each of Executive’s then outstanding equity incentive awards shall become vested in full (without pro-ration), with any specified performance objectives with respect to such outstanding awards deemed to be satisfied at the “target” level. (iii) Subject to Section 6 hereof, the Company shall pay to Executive the amount of any annual incentive that has been earned by Executive under the STIP for a completed fiscal year or other measuring period preceding the Date of Termination (or that would have been earned by Executive had his employment continued through the date such annual incentive is paid to other senior executives), but has not yet been paid to Executive (the “Prior Year Annual Incentive”), payable in a single lump sum no later than the date that annual incentives are payable to other participants in the STIP for that fiscal year (pursuant to the terms of the STIP). (iv) Subject to Section 6 hereof, if and only if Executive’s Date of Termination occurs at least 3 full calendar months after the beginning of the Company’s fiscal year, and except as otherwise provided in Section 5(a)(ii) or Section 5(a)(v), Executive will be eligible to receive an annual incentive under the STIP for the fiscal year during which the Date of Termination occurs, determined as if Executive had remained employed for the entire year (and any additional period of time necessary to be eligible to receive the annual incentive for the year), based on actual Company performance during the entire fiscal year and without regard to any discretionary adjustments that have the effect of reducing the amount of the annual incentive (other than discretionary adjustments applicable to all senior executives who did not terminate employment), and assuming that any individual goals applicable to Executive were satisfied at the “target” level, pro-rated based on the number of days in the Company’s fiscal year through (and including) the Date of Termination (the “Pro-Rated Annual Incentive”). The Pro-Rated Annual Incentive shall be payable in a single lump sum at the same time that payments are made to other participants in the STIP for that fiscal year (pursuant to the terms of the STIP). (v) Subject to Section 6 hereof, if and only if Executive’s Date of Termination occurs prior to April 15, 2018, Executive will be eligible to receive an annual incentive under the STIP for fiscal year 2017 equal to the Target STI for fiscal 2017 (without pro-ration). Any fiscal 2017 annual incentive pursuant to this Section 5(a)(v) shall be payable in a single lump sum on the first regular payroll date occurring after the Release required by Section 6 becomes effective and irrevocable in accordance with its terms. (vi) Subject to Section 6 hereof, if Executive timely elects continued health and dental coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will pay Executive’s full COBRA premiums to continue his coverage (including coverage for his eligible dependents, if applicable) (the “COBRA Premiums”) for the 12-month period commencing on the Date of Termination (the “COBRA Premium Period”). The COBRA Premium Period runs concurrently with the Severance Period. During the COBRA Premium Period, an amount equal to the applicable COBRA Premiums (or such other amounts as may be required by law) will be included in Executive’s income for tax purposes to the extent required by applicable law and the Company may withhold taxes from Executive’s other compensation for this purpose. Notwithstanding the foregoing, if Executive becomes re-employed with another employer and is eligible to receive substantially equivalent health benefits under another employer-provided plan, then the Company’s payment obligations and Executive’s right to the subsidized premium payments as described in this Section 5(a)(vi) shall cease. (vii) To the extent not theretofore paid or provided, the Company shall pay or provide, or cause to be paid or provided, to Executive (or his estate) any other amounts, benefits or equity awards required to be paid or provided or which Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company, including any benefits to which Executive is entitled under Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended (such other amounts and benefits shall be hereinafter referred to as the "Accrued Obligations"); and (b“Other Benefits”) in accordance with the amount equal to the product terms and normal procedures of (i) three and (ii) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and (c) an amount equal to the product of three times the higher of (i) the sum of the amounts that would have been contributed by the Company each such plan, program, policy or any Affiliate practice or contract or agreement, based on the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date accrued and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect and funded for the fiscal year immediately preceding vested benefits through the Date of Termination. For the purposes hereof, the term "Reference Amount" shall mean an amount equal to one-third of the amount calculated in clause V.A.1.

Good Reason; Other Than for Cause. If, during the Employment Period, (1) the Company shall terminate the Executive's ’s employment other than for Cause Cause, death or Disability or as a result of a Company Nonrenewal, or (2) the Executive shall terminate employment for Good Reason, then, subject to the Executive’s execution (within 45 days of the Date of Termination), and non-revocation, of a release of claims substantially in the form attached hereto as Exhibit A; provided that, if the Company does not countersign such release within 10 days after the delivery of such signed release to the Company by the Executive, then such release shall be null and void and the payments hereunder shall be made without regard to any requirement for a signed release: 1. (i) the Company shall pay to the Executive in a lump sum in cash within 5 days on the 60th day (except as specifically provided in Section 5(a)(i)(A)(2)) after the Date of Termination the aggregate of the following amounts: (a) A. the sum of (i1) the Executive's ’s accrued but unpaid Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned accrued but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year unused vacation pay through the Date of Termination, and (2) the denominator Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of which 365 and Termination occurs if such bonus has not been paid as of the Date of Termination (iii) at the time such Annual Bonus would otherwise have been paid (it being understood that any compensation portion of such Annual Bonus that was previously deferred by shall be paid in accordance with the Executive (together with any accrued interest or earnings thereon) applicable deferral arrangement and any accrued vacation payelection thereunder)) (together, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i), (ii) and (iii) shall be hereinafter referred to as the "“Accrued Obligations"”); and (b) B. the amount equal to the product of (ix) three two (or, if the Date of Termination occurs (I) within the two-year period following a Change of Control (as defined in the Primerica, Inc. 2010 Omnibus Incentive Plan (the “Equity Incentive Plan”)) or (II) as a result of an Anticipatory Termination (as defined below), three), and (iiy) the sum of (I) the Executive’s Annual Base Salary as of the Date of Termination and (II) the Target Bonus as of the Date of Termination; and (ii) for 18 months or such longer applicable period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), following the Date of Termination (such period, as it may be modified by clause (y) below in this Section 5(a)(ii), the “Benefits Period”), the Company shall provide the Executive, his spouse and his other eligible dependents with medical (including vision and dental) benefits (the “Health Care Benefits”) in accordance with COBRA and the plans, programs, practices and policies of the Company; provided, however, that (x) the Executive's Annual Base Salary Executive shall pay the full premiums for access to the Health Care Benefits and (y) if the Highest Annual Bonus; and Executive becomes employed with another employer and is covered by another employer-sponsored plan providing substantially equivalent medical (cincluding vision and dental) an benefits, then the Company shall no longer provide the Health Care Benefits. The receipt of the Health Care Benefits shall be conditioned upon the Executive continuing to pay the Applicable COBRA Premium (as defined below). During the first 18 months of the Benefits Period, the Company shall pay to the Executive a monthly amount (the “Monthly Payment”) equal to the product of three times the higher of (i) the sum Applicable COBRA Premium in respect of the amounts level of coverage that would have been contributed by the Company or any Affiliate based Executive elected, which payment shall be paid in advance on the Reference Amount (defined below) to first business day of each month, commencing with the month immediately following the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect and funded for the fiscal year immediately preceding the ’s Date of Termination. For purposes of this paragraph, “Applicable COBRA Premium” means the purposes hereof, the term "Reference Amount" shall mean an amount equal monthly premium in effect from time to one-third time for coverage provided to former employees of the amount calculated in clause V.A.1.Company under Section 4980B of the Code and the regulations thereunder with respect to a particular level of coverage (i.e., single, single plus one, or family); and

Good Reason; Other Than for Cause. If, during the Employment Period, (1) the Company shall terminate the Executive's ’s employment other than for Cause Cause, death or Disability Disability, or (2) the Executive shall terminate employment for Good Reason: 1. (i) the Company shall pay to the Executive in a lump sum in cash within 5 30 days (except as specifically provided in Section 5(a)(i)(A)(3)) after the Date of Termination the aggregate of the following amounts: (a) A. the sum of (i1) the Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year accrued vacation pay through the Date of Termination, and (2) the denominator Executive’s business expenses that are reimbursable pursuant to Section 3(b)(viii) but have not been reimbursed by the Company as of which 365 the Date of Termination, and (iii3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in each case to which the extent Date of Termination occurs if such bonus has been determined but not theretofore paid (the sum as of the amounts described in clauses Date of Termination (i), (ii) and (iii) shall be hereinafter referred to as at the "Accrued Obligations"time such Annual Bonus would otherwise have been paid); and (b) B. the amount equal to the product of (ix) three two and (iiy) the sum of (xI) the Executive's ’s Annual Base Salary and (yII) the Highest Annual Target Bonus; and (cii) an amount for two years after the Executive’s Date of Termination (the “Continuation Period”), the Company shall continue medical and life insurance benefits to the Executive and, if applicable, the Executive’s family at least equal to the product of three times the higher of (i) the sum of the amounts those that would have been contributed provided to them in accordance with the plans, programs, practices and policies of the Company if the Executive’s employment had not been terminated; provided, that the Executive continues to make all required contributions; provided, however, that, if the Executive becomes re-employed with another employer and is eligible to receive substantially equivalent health or life insurance benefits under another employer-provided plan, the health benefits or life insurance described herein, whichever is applicable, shall no longer be provided by the Company Company; and (iii) the 2004 Stock Option, the Effective Date Stock Option, the Restricted Stock Units, the Effective Date Restricted Stock Units, the Effective Date Restricted Stock and all other outstanding equity-based awards granted to the Executive on or any Affiliate based after the Effective Date shall continue to vest and, with respect to stock options and other awards that are not immediately exercisable, become exercisable pursuant to their respective terms on the Reference Amount applicable scheduled vesting dates, so long as the Executive complies with the provisions of Section 7 of this Agreement and any other applicable provisions of the applicable award agreement and the Incentive Plan (defined belowother than continued service). Subject to the immediately preceding sentence, all such awards shall remain exercisable by the Executive following vesting until the earlier of (A) eighteen months following the later to occur of (x) the applicable vesting date of such award or (y) the Executive’s Date of Termination or (B) the expiration of the scheduled term of such award, as applicable; and (iv) to the Executive's account under (x) all of the Company's retirement plans, extent not theretofore paid or if higherprovided, the retirement plans of Company shall timely pay or provide to the Executive any Affiliate in other amounts or benefits required to be paid or provided or which the Executive was is eligible to participate immediately prior to the Effective Date and receive under any plan, program, policy or practice or contract or agreement (yother than any severance plan, program, policy or practice or contract or agreement) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date Company and its affiliates (such amounts and benefits, the "ERISA Excess Plan"“Other Benefits”) (in accordance with the ERISA Excess Plan terms and normal procedures of each such retirement plansplan, as amendedprogram, and any successor policy or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate practice, based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect and funded for the fiscal year immediately preceding accrued benefits through the Date of Termination. For Except with respect to payments and benefits under Sections 5(a)(i)(A)(1), 5(a)(i)(A)(2) and 5(a)(iv), all payments and benefits to be provided under this Section 5(a) shall be subject to the purposes hereof, Executive’s execution and non-revocation of a release substantially in the term "Reference Amount" shall mean an amount equal to one-third of the amount calculated in clause V.A.1.form attached hereto as Exhibit A.

Good Reason; Other Than for Cause. IfSubject to Executive’s execution and delivery of the Release, during the Employment Period, if the Company shall terminate the Executive's ’s employment other than for Cause or Disability (but not for Disability) or the Executive shall terminate her employment for Good Reason: (1. the ) The Company shall pay to Executive on the Executive in a lump sum in cash within 5 days after the Executive’s Date of Termination the aggregate of the following amounts: (a) an amount equal to the sum of (i) the Executive's Annual Base Salary through prorated portion of the Target Bonus for Executive for the year in which the Date of Termination to the extent not theretofore paidoccurs, plus (ii) an amount equal to three (3) times the product sum of the Executive’s Base Salary and Target Bonus as of the Date of Termination. (x2) the higher For a period of two (I2) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through years following the Date of Termination, and the denominator of which 365 and (iii) any compensation previously deferred by the Executive (together with any accrued interest shall be treated as if she had continued to be an Executive for all purposes under the Company’s Health Insurance Plan and Dental Insurance Plan; or earnings thereon) if the Company has not yet established its own Health Insurance Plan and/or Dental Plan or the Executive is prohibited from participating in such plan, the Company shall, at its sole cost and any accrued vacation payexpense, in each case provide health and dental insurance coverage for Executive which is equivalent to the extent not theretofore paid (the sum of the amounts described in clauses (i), (ii) and (iii) shall be hereinafter referred coverage provided to as the "Accrued Obligations"); and (b) the amount equal to the product of (i) three and (ii) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and (c) an amount equal to the product of three times the higher of (i) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect and funded for the fiscal year immediately preceding the Date of Termination. For the purposes hereofSuch benefits shall not have any waiting period for coverage and shall provide coverage for any pre-existing condition. Following this continuation period, the term "Reference Amount" Executive shall mean an amount equal be entitled to one-third receive continuation coverage under Part 6 of Title I of ERISA treating the end of this period as a termination of the amount calculated Executive’s employment if allowed by law. (3) For a period of two (2) years following the Date of Termination, Company shall maintain in clause V.A.1force, at its expense, all life insurance being provided or required to be provided to the Executive by the Company as of the Date of Termination and shall thereafter enable Executive to assume such life insurance at the Executive’s expense. (4) For a period of two (2) years following the Executive’s Date of Termination, the Company shall provide short-term and long-term disability insurance benefits to Executive equivalent to the coverage that the Executive would have had she remained employed under the disability insurance plans applicable to Executive on the Date of Termination. Should Executive become disabled during such period, Executive shall be entitled to receive such benefits, and for such duration, as the applicable plan provides. (5) To the extent not already vested pursuant to the terms of such plan, the Executive’s interests under any retirement, savings, deferred compensation, profit sharing or similar arrangement of the Company shall be automatically fully (i.e., 100%) vested, without regard to otherwise applicable percentages for the vesting of employer contributions based upon the Executive’s years of service with the Company. (6) The Company shall adopt such employee benefit plans or amendments to its employee benefit plans, if any, as are necessary to effectuate the provisions of this Agreement. (7) Executive shall become vested in all restricted stock awards, stock options and other performance related compensation, including any performance cash plan awards or awards under a successor or replacement plan, on the basis of the maximum payout for any open performance cycles. (8) The Company shall provide Executive with executive office space and an executive secretary (both the office space and secretary shall be of a quality comparable to that the Executive had during the Employment Term) in a city or other locale chosen by Executive for a period of one year after the termination of Executive’s employment with an aggregate cost not to exceed $50,000.

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: 1. (i) the Company shall pay to the Executive in a lump sum in cash within 5 thirty (30) days after the Date of Termination the aggregate of the following amounts: (aA) the Accrued Obligations; (B) the amount equal to the sum of (i1) the Executive's Annual Base Salary through the end of the Company's fiscal year in which the Date of Termination to the extent not theretofore paidoccurs, and (ii2) the product of (x) Target Bonus for the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during in which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which 365 and (iii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i), (ii) and (iii) shall be hereinafter referred to as the "Accrued Obligations"); andTermination occurs; (bC) the amount equal to the product of (i1) three and (ii2) the sum of (x) the Executive's Annual Base Salary and his Target Bonus; (yD) the Highest Annual Bonus; and (c) an amount equal to the product of (1) three times the higher and (2) 25% of (i) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account Annual Base Salary (which amount is in lieu of continuing employee benefits and perquisites (provided that Executive and his dependents shall retain rights to any Accrued Obligations and to elect and maintain COBRA coverage)). (ii) With respect to any options, stock appreciation rights, restricted sock, restricted stock units (including the Retention Award) or other stock-based awards held by the Executive under (x) all of the Company's retirement plansIncentive Compensation Plan, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based plan, on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans all restrictions on awards of restricted stock or restricted stock units and other stock-based awards (other than stock options and stock appreciation rights) will be canceled and such awards shall vest, and all outstanding stock options and stock appreciation rights that have not fully vested, shall vest and become immediately exercisable, in each case only to the extent such awards were in effect scheduled to become vested and funded for exercisable during the fiscal year immediately preceding 36-month period following the Date of Termination. For the purposes hereof; provided, that with respect to any stock options and stock appreciation rights, the term "Reference Amount" options and stock appreciation rights shall mean an amount equal to one-third remain exercisable until the earlier of (x) the expiration of the amount calculated option or stock appreciation rights term or (y) one (1) year after the Date of Termination; and provided further that any portion of any such portion of any such awards that remains unvested after application of the preceding provisions of this paragraph (c) shall be forfeited as of the Date of Termination and shall not thereafter become vested or exercisable." 2. The Employment Agreement as in clause V.A.1effect prior to this First Amendment not amended hereby shall be and remain in full force and effect and not affected by this First Amendment.

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: 1. (i) the Company shall pay to the Executive in a lump sum in cash within 5 thirty days after the Date of Termination the aggregate of the following amounts: (a) A. the sum of (i1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii2) the product greater of (x) the higher of (IA) the Recent Annual Incentive Payment Bonus and (IIB) the Annual Incentive Payment Bonus paid or payable, payable (including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full monthsdeferred), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year pro rated through the Date of TerminationTermination to the extent not theretofore paid, and the denominator of which 365 and (iii3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i1), (ii2) and (iii3) shall be hereinafter referred to as the "Accrued Obligations"); and (b) B. the amount equal to the product of (i1) three two and (ii) the sum of (x2) the Executive's Annual Base Salary and (y) Salary, together with the Highest Recent Annual Bonus, reduced by the amounts paid, if any, to the Executive under the Company's Severance Pay Plan as a result of such termination; provided, however, that if the Executive's benefits under the Company's Severance Pay Plan exceed the amounts payable under this Section, the Executive shall be entitled to such benefits and shall not be entitled to the payments provided for under this Section 6(a)(i). (ii) for two years after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, 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 plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families (to the extent permitted by law, or, if nor permitted by law, provided under nonqualified arrangements); 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. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until one year after the Date of Termination and to have retired on the last day of such period; (iii) for twelve months following the Date of Termination, if the Company has terminated this Agreement for other than cause, the Company shall, at its sole expense as incurred to an aggregate of $15,000, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his sole discretion; (iv) with respect to any options, stock or other stock based awards held by the Executive pursuant to the Company's Employee Stock Option Plan on the Date of Termination all restrictions on awards of restricted stock will be canceled, all outstanding stock options and stock appreciation rights and other stock based awards that have not fully vested, shall vest immediately and become fully exercisable and shall not thereafter be forfeitable. The period for exercising stock options shall be extended to a date three years from the Date of Termination, provided, in the event that the Incumbent Board makes a determination contrary to the provisions of this subparagraph in the case of a merger of the Company, but in accordance with the applicable stock option plan or stock option, such determination shall prevail; and (c) an amount equal to the product of three times the higher of (i) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined belowv) to the Executive's account extent not therefore paid or provided the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (x) all of such other amounts and benefits shall be hereinafter referred to as "Other Benefits"); provided, however, Other Benefits shall exclude any benefits under the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Severance Pay Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect and funded for the fiscal year immediately preceding the Date of Termination. For the purposes hereof, the term "Reference Amount" shall mean an amount equal to one-third of the amount calculated in clause V.A.1.

Good Reason; Other Than for Cause. Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause Cause, death or Disability or the Executive shall terminate employment for Good Reason: 1. the (i) The Company shall pay to the Executive in a lump sum in cash within 5 30 days after the Date of Termination (except in the event of an election made by the Executive pursuant to D below) the aggregate of the following amounts: (a) A. the sum of (i1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii2) the product of (x) the higher Executive's Annual Bonus as defined in Section 4(b)(ii) of the Agreement (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (iii3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i1), (ii) 2), and (iii3) shall be hereinafter referred to as the "Accrued Obligations"); and (b) B. the amount equal to the product of (i1) three and (ii2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Executive's target bonus under the Company's Management Incentive Plan, or any comparable bonus plan in which the Executive participates and which has a target bonus generally similar to that in the Company's Management Incentive Plan (the "Target Bonus"), less amounts, if any, paid to the Executive in accordance with the Company's severance pay policies; and (c) C. an amount equal to the product of three times the higher excess of (ia) the sum actuarial equivalent of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account benefit under (x) all of the Company's qualified defined benefit retirement plans, or if higher, plan (the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date "Retirement Plan") and (y) any excess or supplemental retirement plan in which the Executive was eligible participates (together, the "SERP") (utilizing in each case actuarial assumptions no less favorable to participate the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), which the Executive would receive if the Executive's employment continued for three years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the three years is equal to the Annual Base Salary as required by Section 4(b)(i) and plus the Executive's Target Bonus as described in Section 6(i)(B) for the most recent fiscal year (or other bonus amount considered pensionable under the Retirement Plan), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination; D. should the Executive so elect by written notice provided to the Benefits Administrator no later than the business day immediately preceding the Effective Date, an amount equal to the present value of the benefits to which the Executive is entitled under the SERP as of the Date of Termination, utilizing (a) as a discount rate the rate of return on 10-year Treasury Securities in effect for the month prior to the month in which the change of control occurs, and (b) mortality assumptions based on the Applicable Mortality Table defined in Section 417(e)(3)(A)(1) of the Code (as hereinafter defined); such amount shall be paid on the first anniversary of the Effective Date if the Executive's employment has been terminated as above provided prior thereto, otherwise it shall be paid on the Executive's Date of Termination. (ii) for three years after the "ERISA Excess Plan") (Executive's Date of Termination, or such longer period as may be provided by the ERISA Excess Plan and such retirement terms of the appropriate plan, program, practice or policy, 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 plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as amendedin effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families (collectively, "Welfare Benefits"), 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. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such period. The Company shall continue to provide the Executive with Welfare Benefits at the Executive's own cost until the Executive is eligible for coverage under Medicare; (iii) the Company shall, at a maximum cost of 10% of the Executive's Annual Base Salary, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his sole discretion; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any successor other amounts or replacement plans being benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "PlansOther Benefits") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect and funded for the fiscal year immediately preceding the Date of Termination. For the purposes hereof, the term "Reference Amount" shall mean an amount equal to one-third of the amount calculated in clause V.A.1).

Good Reason; Other Than for Cause. If, during the Employment PeriodTerm, (1) the Company shall terminate the Executive's ’s employment other than for Cause Cause, death or Disability or (2) the Executive shall terminate employment for Good Reason: 1. (i) the Company shall pay to the Executive in a lump sum in cash within 5 60 days (except as specifically provided in Section 4(a)(i)A.(3) and 4(a)(iii)) after the Date of Termination Termination, or if later, as provided in Section 6 below, the aggregate of the following amounts: (a) A. the sum of (i1) the Executive's ’s accrued but unpaid Annual Base Salary and any accrued but unused vacation pay through the Date of Termination to the extent not theretofore paidTermination, (ii2) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full monthssubject to Section 2(b)(v), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year Executive’s business expenses incurred through the Date of Termination, and (3) the denominator Executive’s Minimum Annual Bonus prorated for the year in which the Date of which 365 and Termination occurs (iii) any compensation previously deferred by collectively, the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i), (ii) and (iii) shall be hereinafter referred to as the "“Accrued Obligations"”); and B. an amount determined as follows: i. if the Date of Termination occurs prior to the date of the Closing (b) the “Closing Date”), an amount equal to the product excess, if any, of one (i1) three and (ii) times the sum of (x) the Executive's ’s Annual Base Salary and (y) 150% of the Highest Executive’s Minimum Annual Bonus; andBonus (the “Cash Severance Amount”), over the amount of the Retention Bonus paid; ii. if the Date of Termination occurs during the period from the Closing Date through and including the first (c1st) anniversary of the Closing Date, an amount equal to the product excess, if any, of three (3) times the higher of (i) Cash Severance Amount, over the sum amount of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plans, or Retention Bonus paid; iii. if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect occurs during the period from the day after the first (1st) anniversary of the Closing Date through and funded including the second (2nd) anniversary of the Closing Date, an amount equal to the excess, if any, of two (2) times the Cash Severance Amount, over the amount of the Retention Bonus paid; or iv. if the Date of Termination occurs on the day after the second (2nd) anniversary of the Closing Date, an amount equal to the excess, if any, of the Cash Severance Amount, over the amount of the Retention Bonus paid. (ii) to the extent the Executive timely elects COBRA continuation coverage, for 12 months after the Executive’s Date of Termination, the Company shall reimburse the Executive for the fiscal costs of such COBRA premiums; and (iii) all unvested equity awards in the Parent (or any successor) held by the Executive (“Equity Awards”) shall vest as if the Executive remained employed for an additional year immediately preceding beyond the Date of Termination. For the purposes hereof; provided, the term "Reference Amount" shall mean an amount equal to one-third that, all Equity Awards that are continued, converted, assumed, or replaced with a substantially similar award by Xxxxxx Xxxxxx as a result of the Merger (the “Replacement Equity Awards”) that vest (A) solely based on the passage of time (as opposed to performance) shall become fully vested and (B) based on performance shall become vested based on achievement of actual performance through the Date of Termination (provided that if actual performance as of the date is not determinable, such Replacement Equity Awards shall become vested at the applicable target level); provided, further, that any time vesting component shall accelerate. With respect to any Equity Awards which are stock options or stock appreciation rights, such Equity Awards shall remain exercisable until the earlier of one year after the Date of Termination and the original expiration date of such options or stock appreciation rights. Except with respect to payments and benefits under Sections 4(a)(i)A.(l) and 4(a)(i)A.(2), all payments and benefits to be provided under this Section 4(a) shall be subject to the Executive’s delivering to the Company, and not revoking, a signed release of claims substantially in the form of Exhibit A hereto within 55 days following the Executive’s Date of Termination (the “Release Requirement”). Any amount calculated subject to the Release Requirement will be paid promptly after the release has been executed and becomes irrevocable; provided, that to the extent any such amount constitutes Deferred Compensation and the applicable review and consideration period with respect thereto could expire in clause V.A.1the calendar year following the Date of Termination, such amount will be paid on the 60th day following the Date of Termination.

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the ExecutiveEmployee's employment other than for Cause Cause, or Disability death or if the Executive Employee shall terminate his employment for Good Reason: 1. (i) the Company shall pay to the Executive Employee in a lump sum in cash within 5 30 days after the Date of Termination the aggregate of the following amounts: (a) the sum of (i) the Executive's Annual Base Salary through the Date of Termination A. to the extent not theretofore paid, (ii) the Employee's Highest Base Salary through the Date of Termination; and B. the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid Bonus paid, payable to, or payable, including any portion thereof which has been earned but deferred (and annualized pursuant to Section 3 of the Employment Agreement) by the Employee for any the last full fiscal year consisting of less than twelve full months or (if any) ending during which the Executive was employed for less than twelve full months)Employment Period or, if higher, for the most recently completed last full fiscal year during prior to the Employment PeriodEffective Date (as applicable, if any (such higher amount being referred to as the "Highest Annual Recent Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, Termination and the denominator of which 365 is 365; and C. the product of (x) 2.99 and (iiiy) any the sum of (i) the Highest Base Salary and (ii) the Recent Bonus; and D. in the case of compensation previously deferred deferred, pursuant to this Agreement, by the Executive Employee, all amounts previously deferred (together with any accrued interest or earnings thereon) and not yet paid by the Company, and any accrued vacation pay, in each case pay not yet paid by the Company; and E. the Employee shall be entitled to receive a lump-sum cash payment equal to the extent not theretofore paid amount which the Company would have credited to the Employee's Company Contribution Account under the Company's Executive Deferred Compensation Plan (the "Deferred Compensation Plan") during the remainder of the Employment Period if during the remainder of the Employment Period the Employee had deferred the maximum amount of the Employee's compensation which the Employee could have deferred under the Deferred Compensation Plan and if the Employee's annual compensation during the Employment Period were equal to the sum of the Employee's Highest Base Salary and Recent Bonus. For the purposes of determining the amount of this cash payment, no adjustment shall be made for any amounts described which the Company would have contributed to the Employee's account in clauses (i), the Hilton Hotels Thrift Savings Plan during the Employment Period; and F. any and all compensation previously deferred by the Employee pursuant to the terms of both the Employment Agreement and the Deferred Compensation Agreement shall be paid in accordance with the terms and conditions of such agreements. (ii) and (iii) for the remainder of the Employment Period, or such longer period as any plan, program, practice or policy may provide, the Company shall be hereinafter referred to as the "Accrued Obligations"); and (b) the amount equal continue benefits to the product of Employee and/or the Employee's family at least equal to: (iA) three and (ii) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and (c) an amount equal to the product of three times the higher of (i) the sum of the amounts that those which would have been contributed by provided to them in accordance with the plan, programs, practices and policies described in Sections 4(b)(iv) and (vi) of this Agreement if the Employee's employment had not been terminated, including health insurance and life insurance, in accordance with the most favorable plans, practices, programs or policies of the Company or any Affiliate based on and its subsidiaries during the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year 90-day period immediately preceding the Effective Date Date; or (iiB) if more favorable to the sum Employee, as in effect at any time thereafter with respect to other key employees and their families and for purposes of eligibility for retiree benefits pursuant to such plans, practices, programs and policies, the Employee shall be considered to have remained employed until the end of the amounts that would Employment Period and to have been contributed by the Company or any Affiliate based retired on the Reference Amount, last day of such period; or (C) if more favorable to the Company's Plans orEmployee, if higherin whole or in part, in accordance with the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect and funded for the fiscal year immediately preceding the Date of Termination. For the purposes hereof, the term "Reference Amount" shall mean an amount equal to one-third terms of the amount calculated in clause V.A.1Employment Agreement.

Good Reason; Other Than for Cause. If, during the --------------------------------- Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: 1. (i) the Company shall pay to the Executive in a lump sum in cash within 5 ten days after of the Date of Termination Termination, the aggregate of the following amounts: (a) A. the sum of (i1) the Executive's accrued Annual Base Salary through the Date of Termination to the extent not theretofore paidTermination, (ii) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which 365 and (iii2) any compensation previously deferred annual bonus earned by the Executive with respect to the previous year, and (together with any accrued interest or earnings thereon3) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i1), (ii2) and (iii3) shall be hereinafter referred to as the "Accrued Obligations"); and; (b) the B. an amount equal to the product 125% of (i) three and (ii) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and (c) an amount equal to the product of three times the higher of (i) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination (the "Severance Payment"); and C. if the Date of Termination is on or subsequent to the Emergence Date but not later than the six month anniversary thereof, in lieu of the Severance Payment pursuant to clause (B), Executive shall receive the amount, if any, to which he is entitled under the Solutia Inc. Emergence Incentive Bonus Program at such time as those Plans were amounts are payable thereunder. (ii) subject to the provisions of Sections (9)(f) hereof, to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits, excluding any severance or separation pay or benefits, required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies, including, without limitation, the vested benefit, if any, of the Executive under any qualified defined benefit or defined contribution retirement plan of the Company and its affiliated companies in effect which the Executive participates, in accordance with the terms of such plan (such other amounts and funded benefits shall be hereinafter referred to as the "Other Benefits"); (iii) the Company shall continue to provide at its expense (on the same basis as at the Executive's Date of Termination) for the fiscal year immediately preceding continued participation of the Executive and, to the extent applicable, his family, in the Company's medical, dental, vision and life insurance plans and programs, for a period of four months commencing with the Date of Termination. For ; and (iv) upon request of the purposes hereofExecutive, the term "Reference Amount" Company shall mean provide outplacement services to the Executive for up to twelve months and up to an amount equal to one-third aggregate cost of the amount calculated in clause V.A.1$25,000.

Good Reason; Other Than for Cause. If, during the --------------------------------- Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: 1. (i) the Company shall pay to the Executive in a lump sum in cash within 5 ten days after of the Date of Termination Termination, the aggregate of the following amounts: (a) A. the sum of (i1) the Executive's accrued Annual Base Salary through the Date of Termination to the extent not theretofore paidTermination, (ii) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which 365 and (iii2) any compensation previously deferred annual bonus earned by the Executive with respect to the previous year, and (together with any accrued interest or earnings thereon3) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i1), (ii2) and (iii3) shall be hereinafter referred to as the "Accrued Obligations"); and; (b) the B. an amount equal to the product 125% of (i) three and (ii) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and (c) an amount equal to the product of three times the higher of (i) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination (the "Severance Payment"); C. if the Date of Termination is on or subsequent to the Emergence Date but not later than the six month anniversary thereof, in lieu of the Severance Payment pursuant to clause (B), Executive shall receive the amount, if any, to which he is entitled under the Solutia Inc. Emergence Incentive Bonus Program at such time as those Plans were amounts are payable thereunder; and D. the payments under this Section 5(a) shall be reduced by any amount due to the Executive as a result of such termination pursuant to Belgian law. (ii) subject to the provisions of Section 9(f) hereof, to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits, excluding any severance or separation pay or benefits, required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies, including, without limitation, the vested benefit, if any, of the Executive under any qualified defined benefit or defined contribution retirement plan of the Company and its affiliated companies in effect which the Executive participates, in accordance with the terms of such plan (such other amounts and funded benefits shall be hereinafter referred to as the "Other Benefits"); (iii) the Company shall continue to provide at its expense (on the same basis as at the Executive's Date of Termination) for the fiscal year immediately preceding continued participation of the Executive and, to the extent applicable, his family, in the Company's medical, dental, vision and life insurance plans and programs, for a period of four months commencing with the Date of Termination. For ; and (iv) upon request of the purposes hereofExecutive, the term "Reference Amount" Company shall mean provide outplacement services to the Executive for up to twelve months and up to an amount equal to one-third aggregate cost of the amount calculated in clause V.A.1$25,000.

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive's If Mattel terminates Xxxxxxx'x employment other than for Cause or Disability or the Executive shall terminate Amerman terminates his employment for Good Reason: 1. the Company (i) Mattel shall pay to the Executive Amerman in a lump sum in cash within 5 30 days after the Date of Termination the aggregate balance of the following amounts:bi-weekly salary payments which would have been paid to Xxxxxxx through December 31, 1998 if he had continued in the employ of Mattel; (aii) Mattel shall pay to Xxxxxxx any unpaid MIP bonus awards due to Xxxxxxx based on Mattel's corporate performance for the sum 1997 and 1998 MIP years, with such payments to be made not later than March 31 of the succeeding years immediately following the completion of the applicable MIP calendar year(s); (iiii) Mattel shall pay to Xxxxxxx an LTIP payment reflective of Xxxxxxx'x participation in the Executivethree-year plan, so that at the time that final performance under the LTIP is determinable and individual payouts calculated, Xxxxxxx shall promptly receive an amount equivalent to what he would have received if he had remained employed through the date of such payouts, less any interim payments already made pursuant to Xxxxxxx'x continuing eligibility for full participation in the LTIP; and (iv) Options granted to Amerman under Mattel's Annual Base Salary through stock option plans (the "Stock Option Plans") which options have been granted for more than six months shall become immediately exercisable and Xxxxxxx shall have a period of 90 days following the Date of Termination (but in no event past the expiration of the term of the option grant) to exercise all options granted under the extent not theretofore paid, Stock Option Plans then exercisable or which become exercisable pursuant to this clause (ii) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full monthsiv), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through . On the Date of Termination, Amerman will be treated as a retiree under the Stock Option Plans, which will enable Xxxxxxx to vest in and exercise stock options theretofore granted thereunder, at the denominator election of which 365 and (iii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation payAmerman, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i), (ii) and (iii) shall be hereinafter referred to as the "Accrued Obligations"); and (b) the amount equal to the product of (i) three and (ii) the sum of (x) in the Executive's Annual Base Salary and manner described in the immediately preceding sentence, or (y) the Highest Annual Bonus; and (c) an amount equal for a period of up to the product of three times the higher of (i) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to five years after the Date of Termination as those Plans were (but in effect and funded for no event past the fiscal year immediately preceding the Date expiration of Termination. For the purposes hereof, the term "Reference Amount" shall mean an amount equal to one-third of the amount calculated in clause V.A.1option grant).

Good Reason; Other Than for Cause. If, during the Employment Period, If the Company shall terminate the Executive's employment other than for Cause Cause, death or Disability Disability, or if the Executive shall terminate the Executive’s employment for Good Reason: 1. the (a) The Company shall pay pay, or cause to be paid, to the Executive in a lump sum in cash within 5 days after the Date of Termination the aggregate of the following amounts: (a) the sum of of: (i) that portion of the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year not previously paid through the Date of Termination; (ii) reimbursement of expenses incurred on or before the Date of Termination in accordance with Section 3.5, and the denominator of which 365 above; and (iii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i), (ii) ), and (iii) shall be hereinafter referred to as the "Accrued Obligations"); and. The Accrued Obligations shall be paid on the regular payday following the Date of Termination. (b) Subject to Executive’s full compliance with Executive’s obligations pursuant to this Agreement, including but not limited to Sections 4.6, 5.3, 6 and Schedule A, the amount equal Company shall pay, or cause to be paid, to the product of Executive: (i) three and (ii) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and (c) an amount equal to the product aggregate of three times the higher twelve (12) months of (i) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account under Annual Base Salary, which amount is not wages for labor performed and may be withheld for any prior breach or breach during the period of such payments by Executive of his obligations in this Agreement or any applicable restrictive covenant agreement; and (xii) all an amount, which shall be determined in the sole discretion of the Company's retirement plansCompensation Committee exercising good faith and paid at the same time as the Company pays its short-term incentive payments to management generally under the applicable plan, or if higher, for the retirement plans of any Affiliate performance incentive set forth in which Section 3.2 above for the Executive was eligible to participate immediately annual performance period fully completed prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect and funded for the fiscal year immediately preceding the Date of Termination. For the purposes hereofavoidance of doubt, such short-term incentive shall not be paid pro rata for a performance period that is not fully complete prior to the Date of Termination and shall be in accordance with the terms of the applicable short-term incentive plan in effect at the time of termination. Such amount in b(i) above shall be paid in twelve (12) equal monthly installments, payable as of the first day of the month beginning within sixty (60) days after the Date of Termination or any later date set forth below; provided, however, if the sixty (60) day period spans two (2) calendar years, the said payments shall commence in the second calendar year. Installments shall be made during the “short-term "Reference Amount" shall mean an amount equal to one-third deferral period” following the termination of employment, as such term is defined in Section 409A of the amount calculated Internal Revenue Code (the “Code”). At the conclusion of this short-term deferral period, the installment payments shall continue to the extent that the Executive’s remaining severance payment does not exceed two times the lesser of (i) the executive’s annual compensation or (ii) the compensation limit in clause V.A.1effect under Section 401(a)(17) of the Code for the calendar year including the date of termination (the “Two Times Limit”); provided, however, to the extent the remaining severance payments exceed the Two Times Limit, then the installment payments which are below the Two Times Limit shall be paid to the Executive. Any remaining severance payments which exceed the Two Times Limit shall continue to paid in installments unless (i) the Executive is a “specified employee” as defined in Section 409A of the Code at the time of his termination of employment with the Company and (ii) the deferral of further payments payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, in which case, the Company will defer the commencement of the payment of any such payments (without any reduction in such payments ultimately paid to the Executive) until the date that is six (6) months following his termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code). If the Executive dies during such six (6) month period, then payments shall commence within thirty (30) days after the Executive's death). All payments to be made upon a termination of employment under this agreement may only be made upon a “separation from service” within the meaning of such term under Section 409A of the Code. (c) To the extent not theretofore paid or provided, the Company (or Patheon, as the case may be) shall pay or provide, or cause to be paid or provided, to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Patheon Group (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"), in accordance with the terms and normal procedures of each such plan, program, policy or practice or contract or agreement, based on earned, accrued or vested benefits through the Date of Termination. If the Executive receives payments and benefits pursuant to this Section 5.1, then the Executive shall not be entitled to any other severance pay or benefits under any severance plan, program or policy of any member of the Patheon Group, unless otherwise specifically provided therein in a specific reference to this Agreement; provided, however, in the event any payment is made, or required to be made, under any such severance plan, program or policy, then the amounts payable under this Section 5.1 shall be reduced by such amount.

Good Reason; Other Than for Cause. If, during the Employment PeriodTerm, the Company shall terminate the Executive's ’s employment other than for Cause or Disability or Cause (but excluding by reason of the Company providing notice of its intention not to renew the Term), or if Executive shall terminate employment for Good Reason: 1. the Company shall pay to the Executive in a lump sum in cash within 5 days after the Date of Termination the aggregate of the following amounts: (a) the sum of (i) The Company shall pay, or cause to be paid, to Executive the sum of: (A) the portion of Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and to the denominator of which 365 extent not previously paid; and (iiiB) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore previously paid (the sum of the amounts described in clauses (iA) and (B) shall be referred to as the “Accrued Benefits”), . The Accrued Benefits shall be paid in a single lump sum within 30 calendar days after the Date of Termination. (ii) Subject to Section 6 hereof, the Company shall continue to pay, or cause to be paid, to Executive the Annual Base Salary for the one year period commencing on the Date of Termination (such period, the “Severance Period”), payable over the Severance Period in equal semi-monthly or other installments (not less frequently than monthly), with the installments that otherwise would be paid within the first 60 calendar days after the Date of Termination being paid in a lump sum (without interest) on the 60th day after the Date of Termination and the remaining installments being paid as otherwise scheduled assuming payments had begun immediately after the Date of Termination. (iii) Subject to Section 6 hereof, the Company shall pay to Executive the amount of any annual incentive that has been earned by Executive for a completed fiscal year or other measuring period preceding the Date of Termination (or that would have been earned by Executive had his employment continued through the date such annual incentive is paid to other senior executives), but has not yet been paid to Executive (the “Prior Year Annual Incentive”), payable in a single lump sum no later than two and one half months following the end of the completed fiscal year or other measuring period. (iv) Subject to Section 6 hereof, and if and only if Executive’s Date of Termination occurs at least three full calendar months after the beginning of the Company’s fiscal year, Executive will be eligible to receive an annual incentive under the ICP for the fiscal year during which the Date of Termination occurs, determined as if Executive had remained employed for the entire year (and any additional period of time necessary to be eligible to receive the annual incentive for the year), based on actual Company performance during the entire fiscal year and without regard to any discretionary adjustments that have the effect of reducing the amount of the annual incentive (other than discretionary adjustments applicable to all senior executives who did not terminate employment), and assuming that any individual goals applicable to Executive were satisfied at the “target” level, pro-rated based on the number of days in the Company’s fiscal year through (and including) the Date of Termination (the “Pro-Rated Annual Incentive”). The Pro-Rated Annual Incentive shall be payable in a single lump sum at the same time that payments are made to other participants in the ICP for that fiscal year (pursuant to the terms of the ICP but in no event later than two and one-half months after the fiscal year during which the Date of Termination occurs). (v) To the extent not theretofore paid or provided, the Company shall pay or provide, or cause to be paid or provided, to Executive (or his estate) any other amounts or benefits required to be paid or provided or which Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company, including any benefits to which Executive is entitled under Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended (such other amounts and benefits shall be hereinafter referred to as the "Accrued Obligations"); and (b“Other Benefits”) in accordance with the amount equal to the product terms and normal procedures of (i) three and (ii) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and (c) an amount equal to the product of three times the higher of (i) the sum of the amounts that would have been contributed by the Company each such plan, program, policy or any Affiliate practice or contract or agreement, based on the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date accrued and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect and funded for the fiscal year immediately preceding vested benefits through the Date of Termination. For the purposes hereof, the term "Reference Amount" shall mean an amount equal to one-third of the amount calculated in clause V.A.1.

Good Reason; Other Than for Cause. If, during or after the --------------------------------- expiration of the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: 1. (i) the Company shall pay to the Executive in a lump sum in cash within 5 ten days after of the Date of Termination Termination, the aggregate of the following amounts: (a) A. the sum of (i1) the Executive's accrued Annual Base Salary through the Date of Termination to the extent not theretofore paidTermination, (ii) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which 365 and (iii2) any compensation previously deferred annual bonus earned by the Executive with respect to the previous year, and (together with any accrued interest or earnings thereon3) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i1), (ii) 2), and (iii3) shall be hereinafter referred to as the "Accrued Obligations"); and; (b) the B. an amount equal to the product 100% of (i) three and (ii) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and (c) an amount equal to the product of three times the higher of (i) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination (the "Severance Payment"); and C. if the Date of Termination is on or subsequent to the Emergence Date, Executive shall receive the amount, if any, of the unpaid portion of the Emergence Bonus. (ii) subject to the provisions of Sections (9)(f) hereof, to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits, excluding any severance or separation pay or benefits, required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies, including, without limitation, the vested benefit, if any, of the Executive under any qualified defined benefit or defined contribution retirement plan of the Company and its affiliated companies in which the Executive participates, in accordance with the terms of such plan (such other amounts and benefits shall be hereinafter referred to as those Plans were in effect and funded the "Other Benefits"); (iii) the Company shall continue to provide at its expense (on the same basis as at the Executive's Date of Termination) for the fiscal year immediately preceding continued participation of the Executive and, to the extent applicable, her family, in the Company's medical, dental, vision and life insurance plans and programs, for a period of four months commencing with the Date of Termination. For ; and (iv) the purposes hereof, Company shall provide the term "Reference Amount" shall mean Executive with outplacement services during the twelve month period commencing on the Date of Termination up to an amount equal to one-third aggregate cost of the amount calculated in clause V.A.1$25,000.

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause Cause, death or Disability Disability, or the Executive shall terminate employment for Good Reason:Reason or the Company shall deliver a Nonrenewal Notice and the Executive thereafter terminates the Executive's employment at the end of the Employment Period (a "Nonrenewal Termination"): 1. (i) the Company shall pay to the Executive in a lump sum in cash within 5 30 days after the Date of Termination the aggregate of the following amountsamounts set forth in clauses A, B and C below: (a) A. the sum of (i1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii2) the product of (x) the higher of (I) highest bonus paid to the Recent Annual Incentive Payment and (II) Executive with respect to the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal three years ending prior to the year consisting of less than twelve full months or during in which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any Date of Termination occurs (such higher amount being referred to as the "Highest Annual Minimum Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal calendar year through the Date of TerminationTermi- nation, and the denominator of which is 365 and (iii3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case other nonqualified benefit plan balances to the extent not theretofore paid (the sum of the amounts described in clauses (i1), (ii) 2), and (iii3) shall be hereinafter referred to as the "Accrued Obligations"); and (b) B. the amount equal to the product of (i1) three three, or two in the case of a Nonrenewal termination and (ii2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Minimum Bonus; and (c) C. an amount equal to the product of three times the higher excess of (ia) the sum actuarial equivalent of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account benefit under (x) all of the Company's qualified defined benefit retirement plans, plan or if higher, the retirement plans of any Affiliate such other qualified defined benefit pension plan in which the Executive was eligible participates, if any (the "Retirement Plan") (utilizing actuarial assumptions no less favorable to participate the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date Commencement Date), and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate participates (together, the "SERP") which the Executive would receive if the Executive's employment continued for three years, or two years in the case of a Nonrenewal Termination, after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the three or two years, as the case may be, is the sum of the Annual Base Salary and Minimum Bonus over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Effective Date of Termination; (ii) the Restricted Stock and any other stock awards that were outstanding immediately prior to the Commencement Date (the "ERISA Excess PlanPrior Stock Awards") shall become immediately vested and/or exercisable, as the case may be; (iii) for three years, or two years in the ERISA Excess Plan and case of a Nonrenewal Termination, after the Executive's Date of Termination, or such retirement longer period as may be provided by the terms of the appropriate plan, program, practice or policy, 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 plans, programs, practices and policies described in Section 2(b)(v) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as amendedin effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, 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. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years or two years, as the case may be, after the Date of Termination and to have retired on the last day of such period; (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any successor other amounts or replacement plans being benefits required to be paid or provided or which the Executive is entitled to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies, excluding any severance plan or policy except to the extent that such plan or policy provides, in accordance with its terms, benefits with a value in excess of the benefits payable to the Executive under this Section 4 (such other amounts and benefits shall be hereinafter referred to as the "PlansOther Benefits") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or ). (iiv) the sum of the amounts that would have been contributed by Executive shall be provided with free and clear title to the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect and funded for the fiscal year immediately preceding the Date of Termination. For the purposes hereof, the term "Reference Amount" shall mean an amount equal to one-third of the amount calculated in clause V.A.1car.

Good Reason; Other Than for Cause. IfSubject to Sections 5(e) and 9(f), if, during the Employment Period, (1) the Company shall terminate the Executive's ’s employment other than for Cause Cause, death or Disability Disability, or (2) the Executive shall terminate employment for Good Reason: 1. (i) the Company shall pay to the Executive in a lump sum in cash within 5 30 days (except as specifically provided in Section 5(a)(i)(A)(3)) after the Date of Termination the aggregate of the following amounts: (a) A. the sum of (i1) the Executive's ’s accrued but unpaid Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned accrued but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year unused vacation pay through the Date of Termination, and (2) the denominator Executive’s business expenses that are reimbursable pursuant to Section 3(b)(vii) but have not been reimbursed by the Company as of which 365 the Date of Termination, and (iii3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in each case to which the extent Date of Termination occurs if such bonus has been determined but not theretofore paid (the sum as of the amounts described in clauses Date of Termination (i), (ii) and (iii) shall be hereinafter referred to as at the "Accrued Obligations"time such Annual Bonus would otherwise have been paid); and (b) B. the amount equal to the product of (ix) three two and (iiy) the sum of (xI) the Executive's ’s Annual Base Salary and (yII) the Highest Annual Target Bonus; and (cii) an amount equal for two years after the Executive’s Date of Termination, the Company shall continue medical and life insurance benefits to the product of three times the higher of Executive (i) the sum and, if applicable, to any dependents of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account Executive who received such benefits under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately his coverage prior to the Date of Termination) at least equal to those that would have been provided to the Executive (and to any such dependent) in accordance with the plans, programs, practices and policies of the Company if the Executive’s employment had not been terminated; provided, that the Executive continues to make all required contributions; provided, however, that, if the Executive becomes re-employed with another employer and is eligible to receive substantially equivalent health or life insurance benefits under another employer-provided plan, the health benefits or life insurance described herein, whichever is applicable, shall no longer be provided by the Company; and (iii) if the Date of Termination occurs subsequent to the IPO Date but while a portion of the Stock Option remains unvested, the Stock Option Installment that would have next vested following the Date of Termination shall vest and become exercisable as those Plans were of the Date of Termination; and (iv) if the Date of Termination occurs subsequent to the IPO Date but while a portion of the Restricted Stock Units remains unvested, the Restricted Stock Units Installment that would have next vested following the Date of Termination shall vest as of the Date of Termination; and (v) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement (other than any severance plan, program, policy or practice or contract or agreement) of the Company and its affiliates (such amounts and benefits, the “Other Benefits”) in effect accordance with the terms and funded for the fiscal year immediately preceding normal procedures of each such plan, program, policy or practice, based on accrued benefits through the Date of Termination. For Except with respect to payments and benefits under Sections 5(a)(i)(A)(1), 5(a)(i)(A)(2) and 5(a)(v), all payments and benefits to be provided under this Section 5(a) shall be subject to the purposes hereof, Executive’s execution and non-revocation of a release substantially in the term "Reference Amount" shall mean an amount equal to one-third of the amount calculated in clause V.A.1.form attached hereto as Exhibit B.

Good Reason; Other Than for Cause. IfExcept as provided in Section 4(b) below, if, during the Employment Period, the Company shall terminate the Executive's ’s employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: 1. (i) the Company shall pay to the Executive in a lump sum in cash within 5 ten days after of the Date of Termination Termination, or, with respect to the payments described in Sections 4(a)(i)(B) and (C), such other time described in Section 8(g), the aggregate of the following amounts: (a) A. the sum of (i1) the Executive's ’s accrued Annual Base Salary through the Date of Termination to the extent not theretofore paidTermination, (ii) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which 365 and (iii2) any compensation previously deferred unpaid annual bonus earned by the Executive with respect to the previous year, and (together with any accrued interest or earnings thereon3) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i1), (ii2) and (iii3) shall be hereinafter referred to as the "“Accrued Obligations"”); and (b) the amount equal to the product of (i) three and (ii) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and (c) B. an amount equal to the product average annualized payment the Executive received for the 3 years (or such shorter period during which the Executive has served as a Senior Vice President of three times the higher Company) immediately preceding the Date of Termination under the Company’s Annual Incentive Program, multiplied by the number of days that have transpired during that fiscal year immediately prior to the Date of Termination, divided by 365; and C. an amount equal to 200% of the sum of (i) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate ’s Annual Base Salary immediately prior to the Date of Termination as those Plans were in effect and funded (ii) the average annualized payment the Executive received for the fiscal year 3 years (or such shorter period during which the Executive has served as a Senior Vice President, of the Company) immediately preceding the Date of Termination. For Termination under the purposes Company’s Annual Incentive Program (the “Severance Payment”). (ii) subject to the provisions of Section 8(g) hereof, to the term "Reference Amount" extent not theretofore paid or provided, the Company shall mean an amount equal timely pay or provide to one-third the Executive any other amounts or benefits, excluding any severance or separation pay or benefits, required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy, practice, contract or agreement of the amount calculated Company and its affiliated companies, including, without limitation, the vested benefit, if any, of the Executive under any qualified defined benefit or defined contribution retirement plan of the Company and its affiliated companies in clause V.A.1which the Executive participates, in accordance with the terms of such plan (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”); (iii) the Company shall continue to provide at its expense (on the same basis as at the Executive’s Date of Termination) for the continued participation of the Executive and, to the extent applicable, his family, in the Company’s medical, dental, vision and life insurance plans and programs, for a period of four months commencing with the Date of Termination; and (iv) upon request of the Executive, the Company shall provide outplacement services to the Executive for up to twelve months and up to an aggregate cost of $25,000.

Good Reason; Other Than for Cause. If, during the Employment PeriodTerm, the Company shall terminate the Executive's ’s employment other than for Cause or Disability or Cause (but excluding by reason of the Company providing notice of its intention not to renew the Term), or if Executive shall terminate employment for Good Reason: 1. the Company shall pay to the Executive in a lump sum in cash within 5 days after the Date of Termination the aggregate of the following amounts: (a) the sum of (i) The Company shall pay, or cause to be paid, to Executive the sum of: (A) the portion of Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and to the denominator of which 365 extent not previously paid; and (iiiB) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore previously paid (the sum of the amounts described in clauses (iA) and (B) shall be referred to as the “Accrued Benefits”), . The Accrued Benefits shall be paid in a single lump sum within 30 calendar days after the Date of Termination. (ii) Subject to Section 6 hereof, the Company shall continue to pay, or cause to be paid, to Executive the Annual Base Salary (without taking into account any reduction to the Annual Base Salary that constitutes Good Reason for Executive’s termination) for the one year period commencing on the Date of Termination (such period, the “Severance Period”), payable over the Severance Period in equal semi-monthly or other installments (not less frequently than monthly), with the installments that otherwise would be paid within the first 90 calendar days after the Date of Termination being paid in a lump sum (without interest) on the 90th calendar day after the Date of Termination and the remaining installments being paid as otherwise scheduled assuming payments had begun immediately after the Date of Termination. Notwithstanding and in lieu of the foregoing, if the termination described in this Section 5(a) occurs within 90 calendar days prior to, or within 2 years following, a Change of Control (as defined in the Equity Incentive Plan), the Company shall pay or cause to be paid to Executive on the 90th calendar day after the Date of Termination (and in lieu of the amounts described in the first sentence of this Section 5(a)(ii)) a lump-sum payment equal to the sum of (A) the product of the Annual Base Salary (without taking into account any reduction to the Annual Base Salary that constitutes Good Reason for Executive’s termination) multiplied by 2, and (B) Executive’s Target STI under the STIP for the fiscal year during which the Date of Termination occurs (without pro-ration). (iii) Subject to Section 6 hereof, the Company shall pay to Executive the amount of any annual incentive that has been earned by Executive for a completed fiscal year or other measuring period preceding the Date of Termination (or that would have been earned by Executive had his employment continued through the date such annual incentive is paid to other senior executives), but has not yet been paid to Executive (the “Prior Year Annual Incentive”), payable in a single lump sum no later than two and one half months following the end of the completed fiscal year or other measuring period. (iv) Subject to Section 6 hereof, and if and only if Executive’s Date of Termination occurs at least three full calendar months after the beginning of the Company’s fiscal year, Executive will be eligible to receive an annual incentive under the STIP for the fiscal year during which the Date of Termination occurs, determined as if Executive had remained employed for the entire year (and any additional period of time necessary to be eligible to receive the annual incentive for the year), based on actual Company performance during the entire fiscal year and without regard to any discretionary adjustments that have the effect of reducing the amount of the annual incentive (other than discretionary adjustments applicable to all senior executives who did not terminate employment), and assuming that any individual goals applicable to Executive were satisfied at the “target” level, pro-rated based on the number of days in the Company’s fiscal year through (and including) the Date of Termination (the “Pro-Rated Annual Incentive”). The Pro-Rated Annual Incentive shall be payable in a single lump sum at the same time that payments are made to other participants in the STIP for that fiscal year (pursuant to the terms of the STIP but in no event later than two and one-half months after the fiscal year during which the Date of Termination occurs). (v) To the extent not theretofore paid or provided, the Company shall pay or provide, or cause to be paid or provided, to Executive (or his estate) any other amounts, benefits or equity awards required to be paid or provided or which Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company, including any benefits to which Executive is entitled under Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended (such other amounts and benefits shall be hereinafter referred to as the "Accrued Obligations"); and (b“Other Benefits”) in accordance with the amount equal to the product terms and normal procedures of (i) three and (ii) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and (c) an amount equal to the product of three times the higher of (i) the sum of the amounts that would have been contributed by the Company each such plan, program, policy or any Affiliate practice or contract or agreement, based on the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date accrued and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect and funded for the fiscal year immediately preceding vested benefits through the Date of Termination. For the purposes hereof, the term "Reference Amount" shall mean an amount equal to one-third of the amount calculated in clause V.A.1.

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive's employment shall be terminated other than for Cause or Cause, Disability or by reason of the death of the Executive or if the Executive shall terminate employment for Good Reason: 1. the Company shall pay to the Executive in a lump sum in cash within 5 days after the Date of Termination the aggregate of the following amounts: (a) the sum of (i) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the any Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting payable in respect of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during of the Employment PeriodCompany, if any (to the extent such higher amount being referred to as the "Highest Annual Bonus") is determinable and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which 365 not theretofore paid and (iii) ), unless otherwise specified by Executive or prohibited by the terms of any deferral agreement, any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i), (ii) and (iii) shall be hereinafter referred to as the "Accrued Obligations"). In the event the Executive's Annual Incentive Payment is not determinable on the Date of Termination, such Annual Incentive Payment shall be paid to the Executive, in a lump sum in cash, within five days after the date the amount of such Payment is determinable; and (b) the an amount equal to the product of (i) three two and (ii) the sum of (x) the Executive's Annual Base Salary as of the Date of Termination and (y) the Highest higher of (A) the Recent Annual BonusIncentive Payment and (B) the Executive's target Annual Incentive Payment for the fiscal year in which the Date of Termination occurs; and (c) an amount equal to the product of three two times the higher of (i) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect and funded for the fiscal year immediately preceding the Date of Termination. For the purposes hereof, the term "Reference Amount" shall mean an amount equal to one-third half of the amount calculated in clause V.A.1V.A.1.(b).

Good Reason; Other Than for Cause. If, during the Employment PeriodTerm, (1) the Company shall terminate the Executive's ’s employment other than for Cause Cause, death or Disability or (2) the Executive shall terminate employment for Good Reason: 1. (i) the Company shall pay to the Executive in a lump sum in cash within 5 60 days (except as specifically provided in Section 4(a)(i)A(3) and 4(a)(iii)) after the Date of Termination Termination, or if later, as provided in Section 6 below, the aggregate of the following amounts: (a) A. the sum of (i1) the Executive's ’s accrued but unpaid Annual Base Salary and any accrued but unused vacation pay through the Date of Termination to the extent not theretofore paidTermination, (ii2) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full monthssubject to Section 2(b)(v), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year Executive’s business expenses incurred through the Date of Termination, and (3) the denominator Executive’s Annual Bonus for the calendar year immediately preceding the calendar year in which the Date of which 365 and (iii) any compensation previously deferred by the Executive (together with any accrued interest Termination occurs if such bonus has been determined or earnings thereon) and any accrued vacation pay, in each case to the extent earned but not theretofore paid (the sum as of the amounts described in clauses Date of Termination (i)at the time such Annual Bonus would otherwise have been paid) (collectively, (ii) and (iii) shall be hereinafter referred to as the "“Accrued Obligations"”); and (b) B. the amount equal to the product of (i) three and (ii) the sum of (x) the Executive's ’s Annual Base Salary and (y) plus 75% of the Highest Executive’s Target Annual Bonus; and (c) an amount equal to the product of three times the higher of (i) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined belowii) to the extent the Executive timely elects COBRA continuation coverage, for 12 months after the Executive's account under ’s Date of Termination, the Company shall reimburse the Executive for the costs of such COBRA premiums; and (xiii) all of unvested equity awards in the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which Parent held by the Executive was eligible to participate immediately prior to the Effective Date and (y“Equity Awards”) any excess or supplemental retirement plan in which shall vest as if the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded remained employed for the fiscal an additional year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect and funded for the fiscal year immediately preceding beyond the Date of Termination. For With respect to any Equity Awards which are stock options or stock appreciation rights, such Equity Awards shall remain exercisable until the purposes hereofearlier of one year after the Date of Termination and the original expiration date of such options or stock appreciation rights. Except with respect to payments and benefits under Sections 4(a)(i)A(l) and 4(a)(i)A(2), all payments and benefits to be provided under this Section 4(a) shall be subject to the term "Reference Amount" shall mean an Executive’s delivering to the Company, and not revoking, a signed release of claims substantially in the form of Exhibit A hereto within 55 days following the Executive’s Date of Termination (the “Release Requirement”). Any amount equal subject to one-third the Release Requirement will be paid promptly after the release has been executed and becomes irrevocable; provided, that to the extent any such amount constitutes Deferred Compensation and the applicable review and consideration period with respect thereto could expire in the calendar year following the Date of Termination, such amount will be paid on the amount calculated in clause V.A.160th day following the Date of Termination.

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good ReasonReason : 1. (i) the Company shall pay to the Executive in a lump sum in cash within 5 30 days after the Date of Termination the aggregate of the following amounts: (a) A. the sum of (i1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior to the Date of Termination, (3) the product of (x) the higher of (I) the Recent Average Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (iii4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i1), (ii2), (3) and (iii4) shall be hereinafter referred to as the "Accrued Obligations"). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death); and (b) B. the amount equal to the product of (i1) three one and one-half (1.50), and (ii2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual BonusBonus (as hereinafter defined); and (cii) an amount for eighteen (18) months after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to the product of three times the higher of (i) the sum of the amounts that those which would have been contributed by provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or any Affiliate based 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. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until eighteen (18) months after the Date of Termination and to have retired on the Reference Amount last day of such period; (defined belowiii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effect; and (iv) to the Executive's account under (x) all of the Company's retirement plans, extent not theretofore paid or if higherprovided, the retirement plans of Company shall timely pay or provide to the Executive any Affiliate in other amounts or benefits required to be paid or provided or which the Executive was is eligible to participate immediately prior to the Effective Date and (y) receive under any excess plan, program, policy or supplemental retirement plan in which the Executive was eligible to participate as practice or contract or agreement of the Effective Date Company and its affiliated companies (the "ERISA Excess Plan") (the ERISA Excess Plan such other amounts and such retirement plans, as amended, and any successor or replacement plans being benefits shall be hereinafter referred to as the "PlansOther Benefits") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect and funded for the fiscal year immediately preceding the Date of Termination. For the purposes hereof, the term "Reference Amount" shall mean an amount equal to one-third of the amount calculated in clause V.A.1).

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause (and not due to death or Disability Disability) or the Executive shall terminate employment for Good Reason: 1. (i) the Company shall pay to the Executive in a lump sum in cash within 5 30 days after the Date of Termination the aggregate of the following amounts: (a) A. the sum of (i1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii2) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any Annual Incentive or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual BonusIncentive") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (iii3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case pay to the extent not theretofore paid (the sum of the amounts described in clauses (i1), (ii) 2), and (iii3) shall be hereinafter referred to as the "Accrued Obligations"); and (b) B. the amount equal to the product of (i1) three and (ii2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual BonusIncentive; and (c) C. an amount equal to the product of three times the higher excess of (i1) the sum actuarial equivalent of the amounts that would have been contributed by benefit under the Company or Supplemental Income Security Plan and/or any Affiliate based on the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any other excess or supplemental defined benefit retirement plan in which the Executive was eligible participates that is sponsored by the Company or any of its affiliated companies (collectively, the "SISP") (utilizing actuarial assumptions no less favorable to participate the Executive than those in effect under the Company's qualified defined benefit retirement plan immediately prior to the Effective Date) that the Executive would receive if the Executive's employment continued for three years after the Date of Termination (and the Executive had three additional years of service for purposes of benefit accrual, if applicable, and three additional years of vesting credit, if applicable), assuming that the Executive's compensation in each of the three years is that required by Section 4(b)(i) and Section 4(b)(ii), over (2) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the SISP as of the Effective Date of Termination; (ii) for a "limited period of time" (as that term is defined in Treasury Regulation Section 1.409A-1(b)(9)(v)(E)), the "ERISA Excess Plan"Company shall, at its sole expense as incurred, provide the Executive with reasonable outplacement services, the provider of which shall be selected by the Executive; and (iii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided under any plan or agreement of the Company and its affiliated companies (the ERISA Excess Plan such other amounts and such retirement plans, as amended, and any successor or replacement plans being benefits shall be hereinafter referred to as the "PlansOther Benefits") as ), in each case in accordance with the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect and funded for the fiscal year immediately preceding the Date of Terminationterms thereof. For avoidance of doubt, nothing in this Section 6(a)(iii) shall be interpreted as accelerating or deferring or otherwise changing the purposes hereof, the term "Reference Amount" shall mean an amount equal to one-third time or form of the amount calculated in clause V.A.1payment of any Other Benefits.

Good Reason; Other Than for Cause. If, during the Employment Period, If the Company shall terminate the Executive's ’s employment other than for Cause or Disability or Cause (including by reason of not renewing the Term), or if Executive shall terminate employment for Good Reason: 1. the Company shall pay to the Executive in a lump sum in cash within 5 days after the Date of Termination the aggregate of the following amounts: (a) the sum of (i) The Company shall pay, or cause to be paid, to Executive the sum of: (A) the portion of Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and to the denominator of which 365 extent not previously paid; and (iiiB) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore previously paid (the sum of the amounts described in clauses (iA) and (B) shall be referred to as the “Accrued Benefits”), . The Accrued Benefits shall be paid in a single lump sum within 30 calendar days after the Date of Termination. (ii) Subject to Section 6 hereof, the Company shall continue to pay, or cause to be paid, to Executive, continued Annual Base Salary (without taking into account any reduction to the Annual Base Salary that constitutes Good Reason for Executive’s termination), for the 12-month period commencing on the Date of Termination (such period, the “Severance Period”), payable over the Severance Period in equal semi-monthly or other installments (not less frequently than monthly), commencing with the first regular payroll date occurring after the Release required by Section 6 becomes effective and irrevocable in accordance with its terms (and with the first such installment including any such Annual Base Salary amount that otherwise would have been paid earlier in the Severance Period, and the remaining installments being paid as otherwise scheduled assuming payments had begun immediately after the Date of Termination). Notwithstanding the foregoing, if the termination described in this Section 5(a) occurs on or prior to December 31, 2019, or within 90 calendar days prior to, or within 2 years following, a Change in Control (as defined in the Company’s 2015 Equity Incentive Plan (the “Equity Incentive Plan”), provided that, for the avoidance of doubt, for purposes of this Agreement, a “Business Combination”, which may constitute a Change in Control as defined in the Equity Incentive Plan, shall be deemed to include any disposition of two or more of the Company’s business segments and the completion of any related corporate restructuring or transition identified by the Board, then, in addition to the amounts described in the first sentence of this Section 5(a)(ii): (A) the Company shall pay or cause to be paid to Executive, in lieu of any Pro-Rated Annual Incentive under Section 5(a)(iv), a lump sum payment equal to Executive’s Target STI under the STIP for the year in which the Date of Termination occurs (without pro-ration), payable on the first regular payroll date occurring after the Release required by Section 6 becomes effective and irrevocable in accordance with its terms; and (B) to the extent that the same treatment is not otherwise provided under the Equity Incentive Plan and the applicable award agreements, each of Executive’s then outstanding equity incentive awards shall become vested in full (without pro-ration), with any specified performance objectives with respect to such outstanding awards deemed to be satisfied at the “target” level. (iii) Subject to Section 6 hereof, the Company shall pay to Executive the amount of any annual incentive that has been earned by Executive under the STIP for a completed fiscal year or other measuring period preceding the Date of Termination (or that would have been earned by Executive had his employment continued through the date such annual incentive is paid to other senior executives), but has not yet been paid to Executive (the “Prior Year Annual Incentive”), payable in a single lump sum no later than the date that annual incentives are payable to other participants in the STIP for that fiscal year (pursuant to the terms of the STIP). (iv) Subject to Section 6 hereof, if and only if Executive’s Date of Termination occurs at least three (3) full calendar months after the beginning of the Company’s fiscal year, and except as otherwise provided in Section 5(a)(ii), Executive will be eligible to receive an annual incentive under the STIP for the fiscal year during which the Date of Termination occurs, determined as if Executive had remained employed for the entire year (and any additional period of time necessary to be eligible to receive the annual incentive for the year), based on actual Company performance during the entire fiscal year and without regard to any discretionary adjustments that have the effect of reducing the amount of the annual incentive (other than discretionary adjustments applicable to all senior executives who did not terminate employment), and assuming that any individual goals applicable to Executive were satisfied at the “target” level, pro-rated based on the number of days in the Company’s fiscal year through (and including) the Date of Termination (the “Pro-Rated Annual Incentive”). The Pro-Rated Annual Incentive shall be payable in a single lump sum at the same time that payments are made to other participants in the STIP for that fiscal year (pursuant to the terms of the STIP). (v) Subject to Section 6 hereof, the Company shall reimburse Executive for the reasonable expenses incurred in terminating his apartment lease, which reimbursement shall be payable within 30 days after receiving supporting documentation, provided that the Company receives all documentation no later than 180 days after the Date of Termination. (vi) Subject to Section 6 hereof, if Executive timely elects continued health and dental coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will pay Executive’s full COBRA premiums to continue his coverage (including coverage for his eligible dependents, if applicable) (the “COBRA Premiums”) for the 12-month period commencing on the Date of Termination (the “COBRA Premium Period”). The COBRA Premium Period runs concurrently with the Severance Period. During the COBRA Premium Period, an amount equal to the applicable COBRA Premiums (or such other amounts as may be required by law) will be included in Executive’s income for tax purposes to the extent required by applicable law and the Company may withhold taxes from Executive’s other compensation for this purpose. Notwithstanding the foregoing, if Executive becomes re-employed with another employer and is eligible to receive substantially equivalent health benefits under another employer-provided plan, then the Company’s payment obligations and Executive’s right to the subsidized premium payments as described in this Section 5(a)(vi) shall cease. (vii) To the extent not theretofore paid or provided, the Company shall pay or provide, or cause to be paid or provided, to Executive (or his estate) any other amounts, benefits or equity awards required to be paid or provided or which Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company, including any benefits to which Executive is entitled under Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended (such other amounts and benefits shall be hereinafter referred to as the "Accrued Obligations"); and (b“Other Benefits”) in accordance with the amount equal to the product terms and normal procedures of (i) three and (ii) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and (c) an amount equal to the product of three times the higher of (i) the sum of the amounts that would have been contributed by the Company each such plan, program, policy or any Affiliate practice or contract or agreement, based on the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date accrued and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect and funded for the fiscal year immediately preceding vested benefits through the Date of Termination. For the purposes hereof, the term "Reference Amount" shall mean an amount equal to one-third of the amount calculated in clause V.A.1.

Good Reason; Other Than for Cause. If, during the Employment PeriodTerm, (1) the Company shall terminate the Executive's ’s employment other than for Cause Cause, death or Disability or (2) the Executive shall terminate employment for Good Reason: 1. (i) the Company shall pay to the Executive in a lump sum in cash within 5 60 days (except as specifically provided in Section 4(a)(i)(A)(3) and 4(a)(iii)) after the Date of Termination Termination, or if later, as provided in Section 6 below, the aggregate of the following amounts: (a) A. the sum of (i1) the Executive's ’s accrued but unpaid Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned accrued but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year unused vacation pay through the Date of Termination, and (2) the denominator Executive’s business expenses that are reimbursable pursuant to Section 2(b)(vi) but have not been reimbursed by the Company as of which 365 the Date of Termination, subject to such deadline for payment set forth in such section, and (iii3) any compensation previously deferred by the Executive (together with any accrued interest Executive’s Annual Bonus for the calendar year immediately preceding the calendar year in which the Date of Termination occurs if such bonus has been determined or earnings thereon) and any accrued vacation pay, in each case to the extent earned but not theretofore paid (the sum as of the amounts described in clauses Date of Termination (i)at the time such Annual Bonus would otherwise have been paid) (collectively, (ii) and (iii) shall be hereinafter referred to as the "“Accrued Obligations"”); and (b) B. the amount equal to the product of (ix) three one and one half (1.5) and (iiy) the sum of (xI) the Executive's ’s Annual Base Salary and plus (yII) 75% of the Highest Target Annual Bonus; and (c) an amount equal to the product of three times the higher of (i) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined belowii) to the extent the Executive timely elects COBRA continuation coverage, for 18 months after the Executive's account under ’s Date of Termination, the Company shall reimburse the Executive for the costs of such COBRA premiums; and (xiii) all of equity awards in the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which Parent held by the Executive was eligible to participate immediately prior to the Effective Date and (y“Equity Awards”) any excess or supplemental retirement plan in which shall vest as if the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded remained employed for the fiscal an additional year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect and funded for the fiscal year immediately preceding beyond the Date of Termination. For With respect to any Equity Awards which are stock options or stock appreciation rights, such Equity Awards shall remain exercisable until the purposes hereoflater of one year after the Date of Termination and the original expiration date of such options or stock appreciation rights. Except with respect to payments and benefits under Sections 4(a)(i)(A)(l) and 4(a)(i)(A)(2), all payments and benefits to be provided under this Section 4(a) shall be subject to the term "Reference Amount" shall mean an amount equal Executive’s delivering to one-third the Company, and not revoking, a signed release of claims substantially in the amount calculated in clause V.A.1form of Exhibit A hereto within 55 days following the Executive’s Date of Termination.

Good Reason; Other Than for Cause. If, during the --------------------------------- Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: 1. (i) the Company shall pay to the Executive in a lump sum in cash within 5 ten days after of the Date of Termination (or, solely with respect to any payment to be made pursuant to Section 5(a)(i)(C) below, such other time as specified therein), the aggregate of the following amounts: (a) A. the sum of (i1) the Executive's accrued Annual Base Salary through the Date of Termination to the extent not theretofore paidTermination, (ii) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which 365 and (iii2) any compensation previously deferred annual bonus earned by the Executive with respect to the previous year, and (together with any accrued interest or earnings thereon3) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i1), (ii2) and (iii3) shall be hereinafter referred to as the "Accrued Obligations"); and (b) the B. an amount equal to the product 200% of (i) three and (ii) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and (c) an amount equal to the product of three times the higher of (i) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination (the "Severance Payment"), provided that if the Executive's Date of Termination occurs prior to the date that any amount is paid or becomes payable to the Executive under the Solutia Inc. Emergence Incentive Bonus Program (whether pursuant to Section 1 or Section 5(a)(i(C) hereof or otherwise), the amount of the Severance Payment shall be credited against any amounts subsequently paid to (or due to be paid to) the Executive under the Solutia Inc. Emergence Incentive Bonus Program; and C. if the Date of Termination is on or subsequent to the Emergence Date, subject to the provisions of Section 5(a)(i)(B) hereof, the Executive shall receive the amount, if any, to which he is entitled under the Solutia Inc. Emergence Incentive Bonus Program at such time as those Plans were amounts are payable. (ii) subject to the provisions of Section 9(f) hereof, to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits, excluding any severance or separation pay or benefits, required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies, including, without limitation, the vested benefit, if any, of the Executive under any qualified defined benefit or defined contribution retirement plan of the Company and its affiliated companies in effect which the Executive participates, in accordance with the terms of such plan (such other amounts and funded benefits shall be hereinafter referred to as the "Other Benefits"); (iii) the Company shall continue to provide at its expense (on the same basis as at the Executive's Date of Termination) for the fiscal year immediately preceding continued participation of the Executive and, to the extent applicable, his family, in the Company's medical, dental, vision and life insurance plans and programs, for a period of four months commencing with the Date of Termination. For ; and (iv) the purposes hereof, Company shall provide the term "Reference Amount" shall mean Executive with outplacement services during the twelve month period commencing with the Date of Termination up to an amount equal to one-third aggregate cost of the amount calculated in clause V.A.1$25,000.

Good Reason; Other Than for Cause. IfSubject to Section 6, if, during the Employment Period, (1) the Company shall terminate the Executive's ’s employment other than for Cause Cause, death or Disability or (2) the Executive shall terminate employment for Good Reason: 1. (i) the Company shall pay to the Executive in a lump sum in cash within 5 30 days (except as specifically provided in Section 5(a)(i)(A)(3)) after the Date of Termination or, if later, as soon as practicable following the earliest date on which such payment would avoid imposition of penalties under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the aggregate of the following amounts: (a) A. the sum of (i1) the Executive's ’s accrued but unpaid Annual Base Salary and any accrued but unused vacation pay through the Date of Termination to the extent not theretofore paidTermination, (ii2) the Executive’s business expenses that are reimbursable pursuant to Section 3(b)(vii) but have not been reimbursed by the Company as of the Date of Termination, (3) the Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs if such bonus has been determined but not paid as of the Date of Termination (at the time such Annual Bonus would otherwise have been paid), and (4) the product of (x) the higher of (I) Executive’s Target Bonus for the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during in which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) Date of Termination occurs multiplied by a fraction, the numerator of which is the number of days in the current fiscal such year through the Date of Termination, Termination and the denominator of which is 365 and (iii) any compensation previously deferred by collectively, the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i), (ii) and (iii) shall be hereinafter referred to as the "Accrued “Obligations"”); and (b) B. the amount equal to the product of (ix) three two and (iiy) the sum of (xI) the Executive's ’s Annual Base Salary and (yII) the Highest Annual Target Bonus; and (cii) an amount equal for two years after the Executive’s Date of Termination, the Company shall continue medical and life insurance benefits to the product of three times the higher of Executive (i) the sum and, if applicable, to any dependents of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account Executive who received such benefits under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately his coverage prior to the Date of Termination) at least equal to those that would have been provided to the Executive (and to any such dependent) in accordance with the plans, programs, practices and policies of the Company if the Executive’s employment had not been terminated; provided, that the Executive continues to make all required contributions; and (iii) a pro rata portion of any outstanding and unvested Equity Awards held by the Executive as of the Date of Termination as those Plans were that would have vested in effect and funded for the fiscal year immediately preceding in which the Date of Termination occurs shall vest, such portion equal to the number that would have so vested multiplied by a fraction, the numerator of which is the number of days in such year through the Date of Termination and the denominator of which is 365, and that portion of such Equity Awards that would have become vested during the one-year period following that fiscal year shall automatically accelerate and also become vested as of the Date of Termination. For ; and (iv) to the purposes hereofextent not theretofore paid or provided, the term "Reference Amount" Company shall mean an amount equal timely pay or provide to one-third the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement (other than any severance plan, program, policy or practice or contract or agreement) of the amount calculated Company and its affiliates (such amounts and benefits, the “Other Benefits”) in clause V.A.1accordance with the terms and normal procedures of each such plan, program, policy or practice, based on accrued benefits through the Date of Termination. (v) Notwithstanding anything herein to the contrary, in the event the Company shall terminate the Executive’s employment other than for Cause, death or Disability, or the Executive shall terminate employment for Good Reason, (provided that in no event will there be deemed to be Good Reason solely by reason of the Company becoming privately held in connection with the consummation of the transactions contemplated by the Merger Agreement or on account of the Executive ceasing to serve as an executive of a publicly held corporation), on or before the second anniversary of the Effective Date, the Executive shall be entitled to all payments and benefits then due under the Company’s Senior Officer Change in Control Severance Plan to the extent more favorable to the Executive than that otherwise provided under this Section 5(a) (in which case Executive will not be entitled to any payments or benefits under Section 5(a)). Except with respect to payments and benefits under Sections 5(a)(i)(A)(l), 5(a)(i)(A)(2) and 5(a)(iii), all payments and benefits to be provided under this Section 5(a) shall be subject to the Executive’s execution and non-revocation of a release substantially in the form attached hereto as Annex B.

Good Reason; Other Than for Cause. If, during the Employment PeriodTerm, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: 1. (i) the Company shall pay to the Executive in a lump sum in cash within 5 days after the Date of Termination the aggregate of the following amounts: (a) A. the sum of (i1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which 365 and (iii2) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i), (ii1) and (iii2) shall be hereinafter referred to as the "Accrued Obligations"). All Accrued Obligations shall be paid in a lump sum in cash within 30 days of the Date of Termination; and (b) the amount equal to the product of (i) three and (ii) the sum of (x) B. the Executive's Annual Base Salary and for the greater of twelve months or the remainder of the Employment Term, to be paid either (y1) in a lump sum, if approved by the Highest Annual BonusBoard, 30 days after the Date of Termination, or (2) as salary continuation. The Executive shall have no duty or obligation to mitigate; andprovided, that, in the event the Executive becomes reemployed by another employer, such salary continuation payments will be reduced by the amount of the salary payments received from such other employer. (cii) an amount for the greater of two years after the Executive's Date of Termination, or the remainder of the Employment Term, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to the product of three times the higher of (i) the sum of the amounts that those which would have been contributed by provided to them in accordance with the Company plans, programs, practices and policies described in Section 3(c) of this Agreement if the Executive's employment had not been terminated, provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or any Affiliate based other welfare benefits under another employer provided plan, the corresponding medical and other welfare benefits described herein shall be terminated. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the later of two years after the Date of Termination or the end of the Employment Term and to have retired on the Reference Amount last day of such period; (defined belowiii) to the Executive's account under (x) all of the Company's retirement plans, extent not theretofore paid or if higherprovided, the retirement plans of Company shall timely pay or provide to the Executive any Affiliate in other amounts or benefits required to be paid or provided to the Executive or which the Executive was eligible is entitled to participate immediately prior receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies, to the Effective Date extent payment of any such amounts or benefits are not already provided for under this Agreement (such other amounts and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being benefits shall be hereinafter referred to as the "PlansOther Benefits") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect and funded for the fiscal year immediately preceding the Date of Termination. For the purposes hereof, the term "Reference Amount" shall mean an amount equal to one-third of the amount calculated in clause V.A.1).

Good Reason; Other Than for Cause. (a) If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause Cause, death or Disability or the Executive shall terminate employment for Good Reason:: [Morgan Stanley] [Logo Omitted] 1. (i) the Company shall pay to xxxxx xxx xx the Executive in a lump lump-sum in cash within 5 days payment as soon as practicable after the Date of Termination (or at such later time as may be required under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code")) the aggregate of the following amounts: (a) the sum of (i) A. the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) ; B. the product of (x1) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), Guaranteed Amount for the most recently completed fiscal calendar year during (minus the Employment Period, if any (such higher amount being referred Annual Base Salary to as the "Highest Annual Bonus"extent paid for the year that includes the Date of Termination) and (y2) a fraction, the numerator of which is the number of days in the current fiscal calendar year in which the Date of Termination occurs through the Date of Termination, and the denominator of which is 365 and (iii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i), (iiSections 5(a)(i)(A) and (iii) shall be hereinafter referred to as B), the "Accrued Obligations"); and; (b) the C. an amount equal to the product of (i1) three the Guaranteed Amount for the most recently completed calendar year and (2) the greater of (x) a fraction, the numerator of which is the number of days from the Date of Termination through the fifth anniversary of the Effective Date, and the denominator of which is 365 and (y) 1; (ii) notwithstanding the sum terms of any incentive plan, program or arrangement, any and all unvested stock options, restricted stock units (including the Special RSU Grant and the Long-Term Incentive Compensation) and other equity or equity-based awards shall immediately vest as of the Date of Termination, provided that such awards shall continue to be governed by any applicable forfeiture provisions in accordance with the terms thereof. (iii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement (other than any severance plan, program, policy or practice or contract or agreement) of the Company and its affiliates in accordance with the terms and normal procedures of each such plan, program, policy or practice, as modified by this Agreement, based on accrued benefits through the Date of Termination (such amounts and benefits, the "Other Benefits"). (iv) Until the later of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and (c) an amount equal to the product fifth anniversary of three times the higher of (i) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (iiy) the sum first anniversary of the amounts that would have been contributed by Date of Termination, in addition to the Retiree Medical Benefits, the Company or any Affiliate based shall continue to provide medical and dental benefits to Executive and his eligible dependents as if the Executive remained an active employee of the Company. The applicable period of health benefit continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") shall begin on the Reference AmountDate of Termination. [Morgan Stanley] [Logo Omitted] Except with respect to payments and xxxxxixx xxxxr Sections 5(a)(i)(A) and 5(a)(iii), all payments and benefits to be provided under this Section 5(a) shall be subject to the Executive's execution and non-revocation of a mutual release substantially in the form attached hereto as Exhibit A; provided, however, that the Executive's obligation to execute such release shall be subject to the Company's Plans orexecution and delivery to the Executive of such release in favor of the Executive. For purposes of this Section 5, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately no Guaranteed Amount has been paid prior to the Date of Termination as those Plans were in effect and funded for the fiscal year immediately preceding the Date of Termination. For the purposes hereof, the term "Reference Amount" Guaranteed Amount shall mean an amount equal be deemed to one-third of the amount calculated in clause V.A.1be $25 million.

Good Reason; Other Than for Cause. IfExcept as provided in Section 4(b) below, if, during the Employment Period, the Company shall terminate the Executive's ’s employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: 1. (i) the Company shall pay to the Executive in a lump sum in cash within 5 ten days after of the Date of Termination Termination, or, with respect to the payments described in Sections 4(a)(i)(B) and (C), such other time described in Section 8(g), the aggregate of the following amounts: (a) A. the sum of (i1) the Executive's ’s accrued Annual Base Salary through the Date of Termination to the extent not theretofore paidTermination, (ii) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which 365 and (iii2) any compensation previously deferred unpaid annual bonus earned by the Executive with respect to the previous year, and (together with any accrued interest or earnings thereon3) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i1), (ii2) and (iii3) shall be hereinafter referred to as the "“Accrued Obligations"”); and (b) the amount equal to the product of (i) three and (ii) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and (c) B. an amount equal to the product average annualized payment the Executive received for the 3 years (or such shorter period during which the Executive has served as Chairman of three times the higher Board, President and Chief Executive Officer of the Company) immediately preceding the Date of Termination under the Company’s Annual Incentive Program, multiplied by the number of days that have transpired during that fiscal year immediately prior to the Date of Termination, divided by 365; and C. an amount equal to 200% of the sum of (i) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate ’s Annual Base Salary immediately prior to the Date of Termination as those Plans were in effect and funded (ii) the average annualized payment the Executive received for the fiscal year 3 years (or such shorter period during which the Executive has served as Chairman of the Board, President and Chief Executive Officer of the Company) immediately preceding the Date of Termination. For Termination under the purposes Company’s Annual Incentive Program (the “Severance Payment”). (ii) subject to the provisions of Section 8(g) hereof, to the term "Reference Amount" extent not theretofore paid or provided, the Company shall mean an amount equal timely pay or provide to one-third the Executive any other amounts or benefits, excluding any severance or separation pay or benefits, required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy, practice, contract or agreement of the amount calculated Company and its affiliated companies, including, without limitation, the vested benefit, if any, of the Executive under any qualified defined benefit or defined contribution retirement plan of the Company and its affiliated companies in clause V.A.1which the Executive participates, in accordance with the terms of such plan (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”); (iii) the Company shall continue to provide at its expense (on the same basis as at the Executive’s Date of Termination) for the continued participation of the Executive and, to the extent applicable, his family, in the Company’s medical, dental, vision and life insurance plans and programs, for a period of four months commencing with the Date of Termination; and (iv) upon request of the Executive, the Company shall provide outplacement services to the Executive for up to twelve months and up to an aggregate cost of $25,000.

Good Reason; Other Than for Cause. IfSubject to Executive’s execution and delivery of the Release, during the Employment Period, if the Company shall terminate the Executive's ’s employment other than for Cause or Disability (but not for Disability) or the Executive shall terminate her employment for Good Reason: (1. the ) The Company shall pay to Executive on the Executive in a lump sum in cash within 5 days after the Executive’s Date of Termination the aggregate of the following amounts: (a) an amount equal to the sum of (i) the Executive's Annual Base Salary through prorated portion of the Target Bonus for Executive for the year in which the Date of Termination to the extent not theretofore paidoccurs, plus (ii) an amount equal to three (3) times the product sum of the Executive’s Base Salary and Target Bonus as of the Date of Termination. (x2) the higher For a period of two (I2) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through years following the Date of Termination, and the denominator of which 365 and (iii) any compensation previously deferred by the Executive (together with any accrued interest shall be treated as if she had continued to be an Executive for all purposes under the Company’s Health Insurance Plan and Dental Insurance Plan; or earnings thereon) if the Company has not yet established its own Health Insurance Plan and/or Dental Insurance Plan or the Executive is prohibited from participating in such plan, the Company shall, at its sole cost and any accrued vacation payexpense, in each case provide health and dental insurance coverage for Executive which is equivalent to the extent not theretofore paid (the sum of the amounts described in clauses (i), (ii) and (iii) shall be hereinafter referred coverage provided to as the "Accrued Obligations"); and (b) the amount equal to the product of (i) three and (ii) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and (c) an amount equal to the product of three times the higher of (i) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect and funded for the fiscal year immediately preceding the Date of Termination. For the purposes hereofSuch benefits shall not have any waiting period for coverage and shall provide coverage for any pre-existing condition. Following this continuation period, the term "Reference Amount" Executive shall mean an amount equal be entitled to one-third receive continuation coverage under Part 6 of Title I of ERISA treating the end of this period as a termination of the amount calculated Executive’s employment if allowed by law. (3) For a period of two (2) years following the Date of Termination, Company shall maintain in clause V.A.1force, at its expense, all life insurance being provided or required to be provided to the Executive by the Company as of the Date of Termination and shall thereafter enable Executive to assume such life insurance at the Executive’s expense. (4) For a period of two (2) years following the Executive’s Date of Termination, the Company shall provide short-term and long-term disability insurance benefits to Executive equivalent to the coverage that the Executive would have had she remained employed under the disability insurance plans applicable to Executive on the Date of Termination. Should Executive become disabled during such period, Executive shall be entitled to receive such benefits, and for such duration, as the applicable plan provides. (5) To the extent not already vested pursuant to the terms of such plan, the Executive’s interests under any retirement, savings, deferred compensation, profit sharing or similar arrangement of the Company shall be automatically fully (i.e., 100%) vested, without regard to otherwise applicable percentages for the vesting of employer contributions based upon the Executive’s years of service with the Company. (6) The Company shall adopt such employee benefit plans or amendments to its employee benefit plans, if any, as are necessary to effectuate the provisions of this Agreement. (7) Executive shall become vested in all restricted stock awards, stock options and other performance related compensation, including any performance cash plan awards or awards under a successor or replacement plan, on the basis of the maximum payout for any open performance cycles. (8) The Company shall provide Executive with outplacement including executive office space and an executive secretary (both the office space and secretary shall be of a quality comparable to that the Executive had during the Employment Term) in a city or other locale chosen by Executive for a period of one year after the termination of Executive’s employment with an aggregate cost not to exceed $50,000.

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive's employment shall be terminated other than for Cause or Cause, Disability or by reason of the death of the Executive or if the Executive shall terminate employment for Good Reason: 1. the Company shall pay to the Executive in a lump sum in cash within 5 days after the Date of Termination the aggregate of the following amounts: (a) the sum of (i) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the any Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting payable in respect of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during of the Employment PeriodCompany, if any (to the extent such higher amount being referred to as the "Highest Annual Bonus") is determinable and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which 365 not theretofore paid and (iii) ), unless otherwise specified by Executive or prohibited by the terms of any deferral agreement, any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i), (ii) and (iii) shall be hereinafter referred to as the "Accrued Obligations"). In the event the Executive's Annual Incentive Payment is not determinable on the Date of Termination, such Annual Incentive Payment shall be paid to the Executive, in a lump sum in cash, within five days after the date the amount of such Payment is determinable; and (b) the an amount equal to the product of (i) three and (ii) the sum of (x) the Executive's Annual Base Salary as of the Date of Termination and (y) the Highest higher of (A) the Recent Annual BonusIncentive Payment and (B) the Executive's target Annual Incentive Payment for the fiscal year in which the Date of Termination occurs; and (c) an amount equal to the product of three times the higher of (i) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect and funded for the fiscal year immediately preceding the Date of Termination. For the purposes hereof, the term "Reference Amount" shall mean an amount equal to one-third of the amount calculated in clause V.A.1.the

Good Reason; Other Than for Cause. If, during If the Employment Period, the Company Corporation shall terminate the Executive's ’s employment other than for Cause Cause, or Disability or if the Executive shall terminate the Executive’s employment for Good Reason: 1. the Company (a) The Corporation shall pay pay, or cause to be paid, to the Executive in a lump sum in cash within 5 days after the Date of Termination the aggregate of the following amounts: (a) the sum of of: (i) the Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore paidTermination, and (ii) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which 365 and (iii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i), (ii) and (iiiii) shall be hereinafter referred to as the "“Accrued Obligations"”); and. The Accrued Obligations shall be paid within 30 days after the Date of Termination. (b) the amount equal The Corporation shall pay, or cause to be paid, to the product of (i) three and (ii) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and (c) Executive an amount equal to the product Executive’s Annual Base Salary plus an amount determined by the Board of three Directors in its sole discretion to reflect the annual incentive the Executive would have otherwise earned during the year in which the Date of Termination occurs. Such amount shall generally be paid in cash in twelve equal monthly installments beginning within 60 days after the Date of Termination or such later date set forth in Section 7.8. Notwithstanding the foregoing, if the severance benefit described in this Section 5.1(b) exceeds two times the higher lesser of (i) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date ’s annual compensation or (ii) the sum compensation limit in effect under Section 401(a)(17) of the Code for the calendar year including the Date of Termination, any amounts that would have been contributed by not yet paid as of the Company or any Affiliate based short-term deferral date’ shall be paid in a lump sum on the Reference Amount, to “short-term deferral date.” The “short-term deferral date” is the Company's Plans or, if higher, date that is two and one-half months after the Plans end of an Affiliate in which the Executive was eligible to participate immediately prior to later of (i) the calendar year containing the Date of Termination as those Plans were in effect and funded for or (ii) the Company’s fiscal year immediately preceding containing the Date of Termination. For . (c) To the purposes hereofextent not theretofore paid or provided, the term "Reference Amount" Affiliated Group shall mean an amount equal pay or provide, or cause to one-third be paid or provided, to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the amount calculated Affiliated Group (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”), in clause V.A.1accordance with the terms and normal procedures of each such plan, program, policy or practice or contract or agreement, based on accrued and vested benefits through the Date of Termination. (d) If the Date of Termination occurs within six months after the occurrence of a Change in Control, any stock options to purchase shares of the common stock of Patheon then held by the Executive shall, to the extent not otherwise provided in the applicable Stock Related Documents, become immediately vested and exercisable and shall remain exercisable for the remaining term of such stock option (which remaining term shall be determined without regard to the Executive’s termination of employment). If the Executive receives payments and benefits pursuant to this Section 5.1, then the Executive shall not be entitled to any other severance pay or benefits under any severance plan, program or policy of any member of the Affiliated Group, unless otherwise specifically provided therein in a specific reference to this Agreement.

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive's ’s employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: 1. (i) the Company shall pay to the Executive in a lump sum in cash within 5 thirty days after the Date of Termination the aggregate of the following amounts: (a) A. the sum of (i1) the Executive's Annual ’s Base Salary through the Date of Termination to the extent not theretofore paid, (ii2) the product greater of (x) the higher of (IA) the Recent Annual Incentive Payment Bonus and (IIB) the Annual Incentive Payment Bonus paid or payable, payable (including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full monthsdeferred), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year pro rated through the Date of TerminationTermination to the extent not theretofore paid, (3) any accrued and unpaid Fringe Benefits, and the denominator of which 365 and (iii4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i1), (ii2), (3) and (iii4) shall be hereinafter referred to as the "“Accrued Obligations"”); and (b) B. the amount equal to the product of (i1) three and (ii) the sum of (x2) the Executive's Annual ’s highest Base Salary and (y) during any of the Highest Annual Bonusthree years preceding the Date of Termination; and (c) plus an amount equal to the product of three times the higher of (i) the sum Executive’s highest Base Salary during any of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately three years preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were multiplied by the highest percentage payout of the Executive’s bonus under the Short Term Incentive Program (or any successor short term bonus plan or program) in effect and funded comparison to salary (annualized in the event that Executive was not employed by the Company for the fiscal whole of such applicable period) paid and/or accrued in any of the three years preceding the Date of Termination; plus the highest one-year immediately cash equivalent amount of Fringe Benefits paid to the Executive in any of the three calendar years preceding the Date of Termination. For This amount will be reduced by the purposes hereofamounts paid, if any, to the Executive under the Company’s Severance Pay Plan (or any successor severance pay plan) as a result of such termination; provided, however, that if the Executive’s benefits under the Company’s Severance Pay Plan (or any successor severance pay plan) exceed the amounts payable under this Section, the term "Reference Amount" Executive shall mean be entitled to such benefits and shall not be entitled to the payments provided for under this Section 6(a)(i); (ii) for three years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, 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 plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families (to the extent permitted by law, or, if nor permitted by law, provided under nonqualified arrangements); 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 benefits provided by the Company shall no longer be available to the Executive and the other welfare benefits described herein shall become secondary to those provided under such other plan during such applicable period of eligibility; (iii) for twelve months following the Date of Termination, if the Company has terminated this Agreement for other than Cause, the Company shall, at its sole expense as incurred to an aggregate of $15,000, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his sole discretion; (iv) to the extent not therefore paid or provided the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as “Other Benefits”); provided, however, Other Benefits shall exclude any benefits under the Company’s Severance Pay Plan; (v) the Executive shall receive payment of benefits under any Supplemental Executive Retirement Plan (“SERP”) in which the Executive participates in effect as of the Date of Termination in accordance with the provisions of the SERP. The SERP benefit shall be a lump sum payment in an amount equal to one-third the benefit payable under the SERP adjusted by crediting the Executive with five additional years of credited service for benefit accrual and vesting and five additional years of age, both measured from the Date of Termination. The amount of any such benefit shall be calculated as of the amount calculated Date of Termination in clause V.A.1accordance with the terms of the SERP, and the payment of such benefit shall be in lieu of any other payment under the SERP.

Good Reason; Other Than for Cause. If, during Non-Renewal by the Employment Period, Company. 1. If the Company shall terminate the Executive's employment prior to the expiration of the Employment Period other than for Cause or Disability or if the Executive shall terminate his employment prior to such expiration for "Good Reason: 1. " (as hereinafter defined), the Company shall pay to the Executive in a lump sum in cash within 5 days after the Date of Termination the aggregate of the following amounts: (a) the sum of (i) the Executive's Annual Base Salary through the Date date of termination (the "Termination Date") of the employment of the Executive to the extent not theretofore paid, (ii) the product of (x) the higher of (I) the Recent any Annual Incentive Payment and (II) the Annual Incentive Payment Bonus paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting payable in respect of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during of the Employment PeriodCompany, if any (to the extent such higher amount being referred to as the "Highest Annual Bonus") is determinable and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which 365 not theretofore paid and (iii) any compensation previously deferred vacation pay accrued by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to through the extent not theretofore paid Termination Date (the sum of the amounts described in clauses (i), (ii) and (iii) shall be hereinafter referred to as the "Accrued Obligations"); and. In the event the Executive's Annual Bonus for the most recently completed fiscal year of the Company is not determinable on the Termination Date, such Annual Bonus shall (subject to any deferral election made by the Executive) be paid to Executive in a lump sum, in cash, as soon as administratively feasible after the date the amount of such Annual Bonus is determined and in any event prior to the expiration of the three month period referenced in Section II (B)(2). Any other amounts payable pursuant to this Section III(A)(1)(a) shall be paid as soon as administratively feasible following the Termination Date. (b) the an amount equal to the product of (i) three and (ii) the sum of (x) the Executive's Annual Base Salary and (y) that would have been earned by the Highest Executive had the Executive remained continuously employed throughout the remaining original term of the Employment Period at the Annual BonusBase Salary in effect on the Termination Date; and (c) an amount equal to the product of three times the higher of (iAnnual Bonus(es) the sum of the amounts that would have been contributed earned by the Executive had the Executive remained continuously employed throughout the remaining scheduled term of the Employment Period and been awarded Annual Bonus(es) at the target Annual Bonus rate in effect on the Termination Date (pro-rated for any year that would not have been completed in its entirety). (d) Notwithstanding the foregoing, if the aggregate payments contemplated by subsections (b) and (c) do not exceed 150% of the Base Salary in effect on the Termination Date (the "Base Termination Amount"), the Company shall instead pay the Executive an amount equal to the Base Termination Amount. 2. If the Employment Period shall expire by reason of an election by the Company not to renew this Agreement, the Company shall pay the Executive the Base Termination Amount in a lump sum in cash as soon as administratively feasible following the Termination Date related to such expiration. 3. Any and all benefits or any Affiliate based on the Reference Amount (defined below) other forms of compensation to the Executive (such as the disposition of any options held by Executive, the balance of Executive's account under (x) all of the Company's retirement Employee Stock Purchase or deferred compensation plans, or if higherand the Executive's 401(k) account (collectively, "Other Benefits")) shall be governed by the retirement rules applicable to such plans and programs and the terms of any Affiliate in which agreements between the Executive was eligible and the Company related to participate immediately prior such Other Benefits, as the same are in effect on the Termination Date; provided, however, that the payments set forth in this Agreement (and the Change In Control Agreement) are the Executive's sole entitlement to severance pay and the Executive shall not also be entitled to receive payment under the Company's standard severance programs. 4. Notwithstanding the foregoing, no amounts shall be owing to the Effective Date and Executive under the foregoing clause (y2) any excess of this Section III(A) or supplemental retirement plan in which subsections (b), (c) or (d) of clause (1) of this Section III(A) unless the Executive was eligible shall have timely executed and delivered the Release attached to participate this Agreement as Exhibit A and the seven day rescission period referenced in Section 1(a) thereof shall have expired without the Executive having sent a notice of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor revocation or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, rescission to the Company's Plans or, if higher, the Plans of an Affiliate in at which the point any accrued amounts ("Termination Payments") which are then payable under such clause or subsections shall be paid to Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect and funded for the fiscal year immediately preceding the Date of Termination. For the purposes hereof, the term "Reference Amount" shall mean an amount equal to one-third of the amount calculated in clause V.A.1soon as administratively feasible.

Good Reason; Other Than for Cause. If, during the Employment Period, If the Company shall terminate the Executive's employment other than for Cause Cause, death or Disability Disability, or if the Executive shall terminate the Executive’s employment for Good Reason: 1. the (a) The Company shall pay pay, or cause to be paid, to the Executive in a lump sum in cash within 5 days after the Date of Termination the aggregate of the following amounts: (a) the sum of of: (i) that portion of the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year not previously paid through the Date of Termination; (ii) reimbursement of expenses incurred on or before the Date of Termination in accordance with Section 3.7, and the denominator of which 365 above; and (iii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i), (ii) ), and (iii) shall be hereinafter referred to as the "Accrued Obligations"); and. The Accrued Obligations shall be paid on the regular payday following the Date of Termination. (b) Subject to Executive’s full compliance with Executive’s obligations pursuant to this Agreement, including but not limited to Sections 4.6, 5.3, 6 and Schedule A, the amount equal Company shall pay, or cause to be paid, to the product of Executive: (i) three and (ii) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and (c) an amount equal to the product aggregate of three times the higher of twelve (i12) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount months (defined below) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, in the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to event the Date of Termination occurs prior to the second anniversary of the Effective Date, twenty-four (24) months) of the Executive's Annual Base Salary, which amount is not wages for labor performed and may be withheld for any prior breach or breach during the period of such payments by Executive of his obligations in this Agreement or any applicable confidentiality, inventions assignment and return of property or similar undertaking; provided, however, that this right of setoff shall not apply to any portion of the payments due under this Section 5.1(b)(i) that are determined to be payments of nonqualified deferred compensation to which Section 409A is applicable; and (ii) an amount, which shall be determined in the sole discretion of the Compensation Committee exercising good faith and paid at the same time as those Plans were in effect and funded the Company pays its incentives to management generally under the applicable plan, for the fiscal year immediately preceding performance incentive set forth in Section 3.2 above for the annual performance period fully completed prior to the Date of Termination. For the purposes hereofavoidance of doubt, such incentive shall not be paid pro rata for a performance period that is not fully complete prior to the Date of Termination and shall be in accordance with the terms of the applicable incentive plan in effect at the time of termination. Such amount in b(i) above shall be paid in twelve (12) (or twenty-four (24), as the case may be) equal monthly installments, payable as of the first day of the month beginning within sixty (60) days after the Date of Termination or any later date set forth below; provided, however, if the sixty (60) day period spans two (2) calendar years, the said payments shall commence in the second calendar year. Installments shall be made during the “short-term "Reference Amount" shall mean an amount equal to one-third deferral period” following the termination of employment, as such term is defined in Section 409A of the amount calculated Internal Revenue Code (the “Code”). At the conclusion of this short-term deferral period, the installment payments shall continue to the extent that the Executive’s remaining severance payment does not exceed two times the lesser of (i) the executive’s annual compensation or (ii) the compensation limit in clause V.A.1effect under Section 401(a)(17) of the Code for the calendar year including the date of termination (the “Two Times Limit”); provided, however, to the extent the remaining severance payments exceed the Two Times Limit, then the installment payments which are below the Two Times Limit shall be paid to the Executive. Any remaining severance payments which exceed the Two Times Limit shall continue to paid in installments unless (i) the Executive is a “specified employee” as defined in Section 409A of the Code at the time of his termination of employment with the Company and (ii) the deferral of further payments payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, in which case, the Company will defer the commencement of the payment of any such payments (without any reduction in such payments ultimately paid to the Executive) until the date that is six months following his termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code). If the Executive dies during such six (6) month period, then payments shall commence within thirty (30) days after the Executive's death). All payments to be made upon a termination of employment under this agreement may only be made upon a “separation from service” within the meaning of such term under Section 409A of the Code. (c) To the extent not theretofore paid or provided, the Company (or Patheon, as the case may be) shall pay or provide, or cause to be paid or provided, to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Patheon Group (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"), in accordance with the terms and normal procedures of each such plan, program, policy or practice or contract or agreement, based on earned, accrued or vested benefits through the Date of Termination. If the Executive receives payments and benefits pursuant to this Section 5.1, then the Executive shall not be entitled to any other severance pay or benefits under any severance plan, program or policy of any member of the Patheon Group, unless otherwise specifically provided therein in a specific reference to this Agreement; provided, however, in the event any payment is made, or required to be made, under any such severance plan, program or policy, then the amounts payable under this Section 5.1 shall be reduced by such amount.

Good Reason; Other Than for Cause. If, during the --------------------------------- Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: 1. (i) the Company shall pay to the Executive in a lump sum in cash within 5 ten days after of the Date of Termination (or, solely with respect to any payment to be made pursuant to Section 5(a)(i)(C) below, such other time as specified therein), the aggregate of the following amounts: (a) A. the sum of (i1) the Executive's accrued Annual Base Salary through the Date of Termination to the extent not theretofore paidTermination, (ii) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which 365 and (iii2) any compensation previously deferred annual bonus earned by the Executive with respect to the previous year, and (together with any accrued interest or earnings thereon3) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i1), (ii2) and (iii3) shall be hereinafter referred to as the "Accrued Obligations"); and (b) the B. an amount equal to the product 200% of (i) three and (ii) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and (c) an amount equal to the product of three times the higher of (i) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination (the "Severance Payment"), provided that if the Executive's Date of Termination occurs prior to the date that any amount is paid or becomes payable to the Executive under the Solutia Inc. Emergence Incentive Bonus Program (whether pursuant to Section 1 or Section 5(a)(i)(C) hereof or otherwise), the amount of the Severance Payment shall be credited against any amounts subsequently paid to (or due to be paid to) the Executive under the Solutia Inc. Emergence Incentive Bonus Program; and C. if the Date of Termination is on or subsequent to the Emergence Date, subject to the provisions of Section 5(a)(i)(B) hereof, the Executive shall receive the amount, if any, to which he is entitled under the Solutia Inc. Emergence Incentive Bonus Program at such time as those Plans were amounts are payable. (ii) subject to the provisions of Section 9(f) hereof, to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits, excluding any severance or separation pay or benefits, required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies, including, without limitation, the vested benefit, if any, of the Executive under any qualified defined benefit or defined contribution retirement plan of the Company and its affiliated companies in effect which the Executive participates, in accordance with the terms of such plan (such other amounts and funded benefits shall be hereinafter referred to as the "Other Benefits"); (iii) the Company shall continue to provide at its expense (on the same basis as at the Executive's Date of Termination) for the fiscal year immediately preceding continued participation of the Executive and, to the extent applicable, his family, in the Company's medical, dental, vision and life insurance plans and programs, for a period of four months commencing with the Date of Termination. For ; and (iv) the purposes hereof, Company shall provide the term "Reference Amount" shall mean Executive with outplacement services during the twelve month period commencing with the Date of Termination up to an amount equal to one-third aggregate cost of the amount calculated in clause V.A.1$25,000.

Good Reason; Other Than for Cause. If, during the --------------------------------- Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: 1. (i) the Company shall pay to the Executive in a lump sum in cash within 5 ten days after of its receipt from the Date Executive of Termination a Waiver and Release executed and delivered pursuant to Section 10(g) hereof, the aggregate of the following amounts: (a) A. the sum of (i1) the Executive's accrued Annual Base Salary through the Date of Termination to the extent not theretofore paidTermination, (ii) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which 365 and (iii2) any compensation previously deferred annual bonus earned by the Executive with respect to the previous year, and (together with any accrued interest or earnings thereon3) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i1), (ii2) and (iii3) shall be hereinafter referred to as the "Accrued Obligations"); and (b) the amount equal to the product of (i) three and (ii) B. the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and (c1) an amount equal to the product 100% of three times the higher of his Annual Base Salary, and (i2) the sum of cash retention payments referred to in Section 1(a) hereof but only to the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) extent not theretofore paid to the Executive's account , following which payment no additional amount shall thereafter be paid pursuant to Section 1(a) hereof. (ii) subject to the provisions of Section 9(f) hereof, to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits, excluding any severance or separation pay or benefits, required to be paid or provided or which the Executive is eligible to receive under (x) all any plan, program, policy, practice, contract or agreement of the Company's retirement plansCompany and its affiliated companies, or if higherincluding, without limitation, the vested benefit, if any, of the Executive under any qualified defined benefit or defined contribution retirement plans plan of any Affiliate the Company and its affiliated companies in which the Executive was eligible to participate immediately prior to participates, in accordance with the Effective Date terms of such plan (such other amounts and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being benefits shall be hereinafter referred to as the "PlansOther Benefits"); (iii) the Company shall continue to provide at its expense (on the same basis as at the Plans were in effect and funded Executive's Date of Termination) for the fiscal year immediately preceding the Effective Date or (ii) the sum continued participation of the amounts that would have been contributed by the Company or any Affiliate based on the Reference AmountExecutive and, to the extent applicable, his family, in the Company's Plans ormedical, if higherdental, the Plans vision and life insurance plans and programs, for a period of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect and funded for the fiscal year immediately preceding four months commencing with the Date of Termination. For ; and (iv) upon request of the purposes hereofExecutive, the term "Reference Amount" Company shall mean provide outplacement services to the Executive for up to twelve months and up to an amount equal to one-third aggregate cost of the amount calculated in clause V.A.1$25,000.

Good Reason; Other Than for Cause. If, during the Employment Period, If the Company shall terminate the Executive's employment other than for Cause Cause, death or Disability Disability, or if the Executive shall terminate the Executive’s employment for Good Reason: 1. the (a) The Company shall pay pay, or cause to be paid, to the Executive in a lump sum in cash within 5 days after the Date of Termination the aggregate of the following amounts: (a) the sum of of: (i) that portion of the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year not previously paid through the Date of Termination; (ii) reimbursement of expenses incurred on or before the Date of Termination in accordance with Section 3.7, and the denominator of which 365 above; and (iii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i), (ii) ), and (iii) shall be hereinafter referred to as the "Accrued Obligations"); and. The Accrued Obligations shall be paid on the regular payday following the Date of Termination. (b) Subject to Executive’s full compliance with Executive’s obligations pursuant to this Agreement, including but not limited to Sections 4.6, 5.3, 6 and Schedule A, the amount equal Company shall pay, or cause to be paid, to the product of Executive: (i) three and (ii) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and (c) an amount equal to the product aggregate of three times the higher twelve (12) months of (i) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account under (x) all Annual Base Salary, which amount is not wages for labor performed and may be withheld for any prior breach or breach during the period of such payments by Executive of his obligations in this Agreement or any applicable confidentiality, inventions assignment and return of property or similar undertaking; provided, however, that this right of setoff shall not apply to any portion of the Company's retirement plans, or if higher, the retirement plans payments due under this Section 5.1(b)(i) that are determined to be payments of any Affiliate in nonqualified deferred compensation to which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or Section 409A is applicable; and (ii) an amount, which shall be determined in the sum sole discretion of the amounts that would have been contributed by Compensation Committee exercising good faith and paid at the same time as the Company or any Affiliate based on pays its incentives to management generally under the Reference Amountapplicable plan, to for the Company's Plans or, if higher, performance incentive set forth in Section 3.2 above for the Plans of an Affiliate in which the Executive was eligible to participate immediately annual performance period fully completed prior to the Date of Termination as those Plans were in effect and funded for the fiscal year immediately preceding the Date of Termination. For the purposes hereofavoidance of doubt, such incentive shall not be paid pro rata for a performance period that is not fully complete prior to the Date of Termination and shall be in accordance with the terms of the applicable incentive plan in effect at the time of termination. Such amount in b(i) above shall be paid in twelve (12), as the case may be) equal monthly installments, payable as of the first day of the month beginning within sixty (60) days after the Date of Termination or any later date set forth below; provided, however, if the sixty (60) day period spans two (2) calendar years, the said payments shall commence in the second calendar year. Installments shall be made during the “short-term "Reference Amount" shall mean an amount equal to one-third deferral period” following the termination of employment, as such term is defined in Section 409A of the amount calculated Internal Revenue Code (the “Code”). At the conclusion of this short-term deferral period, the installment payments shall continue to the extent that the Executive’s remaining severance payment does not exceed two times the lesser of (i) the executive’s annual compensation or (ii) the compensation limit in clause V.A.1effect under Section 401(a)(17) of the Code for the calendar year including the date of termination (the “Two Times Limit”); provided, however, to the extent the remaining severance payments exceed the Two Times Limit, then the installment payments which are below the Two Times Limit shall be paid to the Executive. Any remaining severance payments which exceed the Two Times Limit shall continue to paid in installments unless (i) the Executive is a “specified employee” as defined in Section 409A of the Code at the time of his termination of employment with the Company and (ii) the deferral of further payments payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, in which case, the Company will defer the commencement of the payment of any such payments (without any reduction in such payments ultimately paid to the Executive) until the date that is six months following his termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code). If the Executive dies during such six (6) month period, then payments shall commence within thirty (30) days after the Executive's death). All payments to be made upon a termination of employment under this agreement may only be made upon a “separation from service” within the meaning of such term under Section 409A of the Code. (c) To the extent not theretofore paid or provided, the Company (or Patheon, as the case may be) shall pay or provide, or cause to be paid or provided, to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Patheon Group (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"), in accordance with the terms and normal procedures of each such plan, program, policy or practice or contract or agreement, based on earned, accrued or vested benefits through the Date of Termination. If the Executive receives payments and benefits pursuant to this Section 5.1, then the Executive shall not be entitled to any other severance pay or benefits under any severance plan, program or policy of any member of the Patheon Group, unless otherwise specifically provided therein in a specific reference to this Agreement; provided, however, in the event any payment is made, or required to be made, under any such severance plan, program or policy, then the amounts payable under this Section 5.1 shall be reduced by such amount.

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive's ’s employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: 1. the Company shall pay to the Executive in a lump sum in cash within 5 days after the Date of Termination the aggregate of the following amounts: (a) the sum of (i) the Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) the product of (x) the higher greater of (I) the Recent Annual Incentive Payment Executive’s target bonus under the Company’s annual incentive plan in respect of the year in which the Date of Termination occurs or, if greater, for the year in which the Change of Control occurs (the “Target Bonus”) and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been that the Executive would have earned but deferred (and annualized for any fiscal the year consisting of less than twelve full months or during in which the Executive was employed for less than twelve full months), for Date of Termination occurs based upon projecting to the most recently completed fiscal end of such year during the Employment Period, if any (Company’s actual performance through the Date of Termination with respect to the performance measures on which such higher amount being referred to as the "Highest Annual Bonus") payment would have been based and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which 365 and (iii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i), (ii) and (iii) shall be hereinafter referred to as the "“Accrued Obligations"”); and (b) the amount equal to the product of (i) three and (ii) the sum of (x) the Executive's ’s Annual Base Salary and (y) the Highest greater of (I) the Executive’s Target Bonus and (II) the average of Executive’s Annual BonusIncentive Payments for the last three full fiscal years prior to the Effective Date or, if Executive was not in the employment of the Company or its Affiliates during one or more of the last three full fiscal years, the average of Executive’s Annual Incentive Payments during the number of full fiscal years prior to the Effective Date that the Executive was so employed (annualized, in either case, in the event that the Executive was not employed by the Company for the whole of any such fiscal year), provided that any special or one-time awards (such as those associated with a new hire or promotion) shall not be taken into account; and (c) an amount equal to the product of three times the higher of (i) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect and funded for the fiscal year immediately preceding the Date of Termination. For the purposes hereof, the term "Reference Amount" shall mean an amount equal to one-third of the amount calculated in clause V.A.1.defined

Good Reason; Other Than for Cause. If, during the Employment Period, (1) the Company shall terminate the Executive's ’s employment other than for Cause Cause, death or Disability Disability, or (2) the Executive shall terminate employment for Good Reason: 1. (i) the Company shall pay to the Executive in a lump sum in cash within 5 30 days (except as specifically provided in Section 5(a)(i)(A)(3)) after the Date of Termination the aggregate of the following amounts; provided that, part or all of such lump sum payment shall be deferred until the six-month anniversary of the date of the Executive’s Separation from Service, if deferral to such anniversary date is required to comply with the provisions of Section 409A of the Code: (a) A. the sum of (i1) the Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year accrued vacation pay through the Date of Termination, and (2) the denominator Executive’s business expenses that are reimbursable pursuant to Section 3(b)(viii) but have not been reimbursed by the Company as of which 365 the Date of Termination, and (iii3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in each case to which the extent Date of Termination occurs if such bonus has been determined but not theretofore paid (the sum as of the amounts described in clauses Date of Termination (i), (ii) and (iii) shall be hereinafter referred to as at the "Accrued Obligations"time such Annual Bonus would otherwise have been paid); and (b) B. the amount equal to the product of (ix) three two and (iiy) the sum of (xI) the Executive's ’s Annual Base Salary and (yII) the Highest Annual Target Bonus; and (cii) an amount for two years after the Executive’s Date of Termination (the “Continuation Period”), the Company shall continue medical and life insurance benefits to the Executive and, if applicable, the Executive’s family at least equal to the product of three times the higher of (i) the sum of the amounts those that would have been contributed pro- vided to them in accordance with the plans, programs, practices and policies of the Company if the Executive’s employment had not been terminated; provided, that the Executive continues to make all required contributions; provided, however, that, if the Executive becomes re-employed with another employer and is eligible to receive substantially equivalent health or life insurance benefits under another employer-provided plan, the health benefits or life insurance described herein, whichever is applicable, shall no longer be provided by the Company Company; and (iii) the 2004 Stock Option, the Effective Date Stock Option, the Restricted Stock Units, the Effective Date Restricted Stock Units, the Effective Date Restricted Stock and all other outstanding equity-based awards granted to the Executive on or after the Effective Date, (other than any Affiliate performance-based equity award granted on or after May 8, 2007, the treatment of which shall be determined under the terms of such award agreement), shall continue to vest and, with respect to stock options and other awards that are not immediately exercisable, become exercisable pursuant to their respective terms on the Reference Amount applicable scheduled vesting dates, so long as the Executive complies with the provisions of Section 7 of this Agreement and any other applicable provisions of the applicable award agreement and the Incentive Plan (defined belowother than continued service). Subject to the immediately preceding sentence, all such awards, (other than any performance-based equity award granted on or after May 8, 2007, the treatment of which shall be determined under the terms of such award agreement), shall remain exercisable by the Executive following vesting until the earlier of (A) eighteen months following the later to occur of (x) the applicable vesting date of such award or (y) the Executive’s Date of Termination or (B) the expiration of the scheduled term of such award, as applicable; and (iv) to the Executive's account under (x) all of the Company's retirement plans, extent not theretofore paid or if higherprovided, the retirement plans of Company shall timely pay or provide to the Executive any Affiliate in other amounts or benefits required to be paid or provided or which the Executive was is eligible to participate immediately prior to the Effective Date and receive under any plan, program, policy or practice or contract or agreement (yother than any severance plan, program, policy or practice or contract or agreement) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date Company and its affiliates (such amounts and benefits, the "ERISA Excess Plan"“Other Benefits”) (in accordance with the ERISA Excess Plan terms and normal procedures of each such retirement plansplan, as amendedprogram, and any successor policy or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate practice, based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect and funded for the fiscal year immediately preceding accrued benefits through the Date of Termination. For Except with respect to payments and benefits under Sections 5(a)(i)(A)(1), 5(a)(i)(A)(2) and 5(a)(iv), all payments and benefits to be provided under this Section 5(a) shall be subject to the purposes hereof, Executive’s execution and non-revocation of a release substantially in the term "Reference Amount" shall mean an amount equal to one-third of the amount calculated in clause V.A.1.form attached hereto as Exhibit A.

Good Reason; Other Than for Cause. If, during the Employment Period, If the Company shall terminate Executive’s employment during the Executive's employment Term other than for Cause or Disability (but not for Disability), or the Executive shall terminate his employment for Good Reason: (1. ) Within 14 days following Executive’s Date of Termination, the Company shall pay to the Executive Executive, in a lump sum, an amount equal to: (i) 1.5 times the sum in cash within 5 days after of Executive’s (A) Base Salary rate (determined as of the Date of Termination) and (B) Target Bonus (calculated by multiplying the Executive’s Base Salary rate at the Date of Termination the aggregate of the following amounts: (a) the sum of (i) by the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid’s Target Bonus percentage then in effect), and (ii) the product of (xA) the higher Executive’s Target Bonus (calculated by multiplying the Executive’s Base Salary rate at the Date of Termination by the Executive’s Target Bonus percentage then in effect) multiplied by (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (yB) a fraction, the numerator of which is the number of days in the current fiscal period commencing on the first day of the calendar year through in which the Date of Termination, Termination occurs and ending on the Date of Termination and the denominator of which 365 is 365. (2) In lieu of any amounts otherwise due under the Company’s long-term incentive plan, the Company shall provide and pay the following amounts: (iiii) any compensation previously deferred by for the year in which the Executive’s Date of Termination occurs, the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i), (ii) and (iii) shall be hereinafter referred entitled to as the "Accrued Obligations"); and (b) the amount a long-term incentive award equal to the product of (iA) three the Executive’s Target Long-Term Bonus opportunity (calculated by multiplying the Executive’s Base Salary rate at the Date of Termination by the Executive’s Long-Term Target Bonus percentage then in effect) multiplied by (B) a fraction, the numerator of which is the number of days in the period commencing on the first day of the calendar year in which the Date of Termination occurs and ending on the Date of Termination and the denominator of which is 365. Such amount shall be paid on the same schedule and in the same manner as if the Executive had remained employed with the Company through settlement of such long-term incentive award, as determined in accordance with the terms and conditions of the Company’s long-term incentive plan. (ii) with respect to years prior to the sum of (x) year in which the Executive's Annual Base Salary ’s Date of Termination occurs and (y) to the Highest Annual Bonus; andextent not yet paid, the Company shall pay to Executive any amounts earned by the Executive prior to the Date of Termination under the Company’s long-term incentive plan. Such amount shall be paid on the same schedule and in the same manner as if the Executive had remained employed with the Company through settlement of such long-term incentive award, as determined in accordance with the terms and conditions of the Company’s long-term incentive plan. (c3) For the 18-month period following the Date of Termination, the Executive shall be treated as if he had continued to be an amount equal to Executive for all purposes under the product of three times Parent’s Health Insurance Plan and Dental Insurance Plan; or if the higher of (i) the sum of the amounts that would have been contributed by Executive is prohibited from participating in such plans, the Company or Parent shall otherwise provide such benefits. Executive shall be responsible for any Affiliate based employee contributions for such insurance coverage. Following this 18-month period, the Executive shall be entitled to receive continuation coverage under Part 6 of Title I of ERISA (“COBRA Benefits”), by treating the end of the 18-month period as the applicable qualifying event (i.e., as a termination of employment for purposes of ERISA § 603(2)) and with the concurrent loss of coverage occurring on the Reference Amount (defined below) same date, to the Executive's account under extent allowed by law. (x4) all For the 18-month period following the Date of the Company's retirement plansTermination, or if higherParent shall maintain in force, at its expense, the retirement plans of any Affiliate Executive’s life insurance in which effect under the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement Parent’s voluntary life insurance benefit plan in which the Executive was eligible to participate as of the Effective Date (of Termination. Executive shall be responsible for any employee contributions for such insurance coverage. For purposes of clarification, the "ERISA Excess Plan") (portion of the ERISA Excess Plan premiums in respect of such voluntary life insurance for which Executive and such retirement plansParent are responsible, as amendedrespectively, and any successor or replacement plans being referred to shall be the same as the "Plans") as the Plans were in effect portion for which Executive and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference AmountParent are responsible, to the Company's Plans orrespectively, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect Termination. (5) For the 18-month period following the Date of Termination, the Company or Parent shall provide short-term and funded for long-term disability insurance benefits to Executive equivalent to the fiscal year immediately preceding coverage that the Executive would have had he remained employed under the disability insurance plans applicable to Executive on the Date of Termination. Executive shall be responsible for any employee contributions for such insurance coverage. Should Executive become disabled during such period, Executive shall be entitled to receive such benefits, and for such duration, as the applicable plan provides. For the purposes hereofof clarification, the term "Reference Amount" shall mean an amount equal to one-third portion of the amount calculated premiums in clause V.A.1respect of such short-term and long-term disability benefits for which Executive and Parent are responsible, respectively, shall be the same as the portion for which Executive and Parent are responsible, respectively, immediately prior to the Date of Termination. (6) To the extent not already vested pursuant to the terms of such plan, the Executive’s interests under the Parent’s retirement savings plan shall be automatically fully (i.e., 100%) vested, without regard to otherwise applicable percentages for the vesting of employer matching contributions based upon the Executive’s years of service with the Company, to the extent permissible by law. (7) Any outstanding stock options, shares of restricted stock or other similar equity compensation awards, such as stock performance units, held by Executive on the Date of Termination shall continue to vest as originally scheduled over the 18 month period immediately following the Date of Termination (the “Tail Vesting Period”) as if Executive had remained an employee of the Company through the end of such period. In addition, Executive shall have the right to continue exercise any such options during the Tail Vesting Period; provided that in no event shall the Executive be entitled to exercise any such option beyond the original expiration date of such option. (8) Parent shall adopt such amendments to its benefit plans and other agreements referred to in this Agreement, if any, as are necessary to effectuate the provisions of this Section 7. To the extent an applicable plan or agreement cannot be so amended due to nondiscrimination or other requirements applicable to the plan, Parent shall adopt or implement an alternative written plan or program to accomplish the purpose. (9) Notwithstanding anything in this Agreement to the contrary, in no event shall the provision of in-kind benefits pursuant to this Section 7 during any taxable year of Executive affect the provision of in-kind benefits pursuant to this Section 7 in any other taxable year of Executive.

Good Reason; Other Than for Cause. If, during the Employment Period, If the Company shall terminate terminates the Executive's ’s employment for any reason other than for Cause Cause, non-renewal under Section 2, death or Disability Disability, or if the Executive shall terminate terminates employment for Good ReasonReason during the Term: 1. the (a) The Company shall pay pay, or commence to be paid, as applicable, to the Executive in a lump sum in cash within 5 thirty (30) days after the Date of Termination the aggregate of the following amountsTermination: (a1) the sum of (i) the Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore previously paid, in a single lump sum in cash; and (ii2) a Bonus, in a single lump sum in cash, equal to the product of (x) Bonus that the higher of (I) Compensation Committee projects, reasonably and in good faith, that he would have received for the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payablethen-current fiscal year, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of no less than twelve full months or during which the Executive was employed for less than twelve full months)average of the Executive’s last five (5) Bonuses, for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year prorated through the Date of Termination; (b) The Company shall pay, and or commence to be paid, as applicable, to the denominator of which 365 and (iii) Executive any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case other non-qualified benefit plan balances to the extent not theretofore previously paid, in accordance with the terms of deferral or the other non-qualified plan, as applicable; (c) The Company shall pay an amount, paid in twenty-four (24) equal monthly installments commencing on the next payroll date after the Employee’s Date of Termination, equal to two (2) times the sum of the amounts described Executive’s Annual Base Salary and the Bonus that the Compensation Committee projects, reasonably and in clauses good faith, that he would have received for the then-current fiscal year, but no less than the average of the Executive’s last five (i5) Bonuses. Notwithstanding the foregoing provisions of this Subsection (c), to the extent the amounts payable under this Subsection do not exceed the Separation Pay Exemption Amount (ii) and (iii) defined below), such amounts shall be hereinafter referred to paid in accordance with the foregoing provisions of this Subsection (c). The amount payable that is in excess of the Separation Pay Exemption Amount shall be paid as the "Accrued Obligations"); and (b) the amount equal to the product of follows: (i) three no portion of the excess amount may be paid, or commence to be paid, earlier than six (6) months after the date the Executive separates from service, and (ii) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and (c) an amount equal to the product of three times the higher of (i) the sum of the amounts monthly installment payments that would have otherwise been contributed by the Company or any Affiliate based on the Reference Amount paid during such six (defined below6) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect and funded for the fiscal year immediately preceding the Date of Termination. For the purposes hereof, the term "Reference Amount" shall mean an amount equal to one-third of the amount calculated in clause V.A.1.month

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive's ’s employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason:Reason (including, without limitation, a Permitted Executive Termination): 1. (i) the Company shall pay to the Executive in a lump sum in cash within 5 30 days after the Date of Termination the aggregate of the following amounts: (a) A. the sum of (i1) the Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior to the Date of Termination, (3) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Average Annual Bonus") , and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (iii4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i1), (ii2), (3) and (iii4) shall be hereinafter referred to as the "“Accrued Obligations"”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; including the requirement that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Code, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death); and (b) B. the amount equal to the product of (i1) three two(2) and (ii2) the sum of (x) the Executive's ’s Annual Base Salary and (y) the Highest Annual BonusBonus (as hereinafter defined); and (cii) for two (2) years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, 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 plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, 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. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such period. If the terms of any employment welfare benefit plan or employee pension benefit plan of the Company do not permit continued participation by the Executive, the Company will arrange to provide to the Executive a benefit substantially similar to, and no less favorable than, the benefit he was entitled to receive under such plan at the end of the period of coverage. Any such substitute benefit shall be provided at the same time as the benefit it replaces; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effect; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”). (v) Notwithstanding any provision to the contrary, in the event that any payments or benefits required to be provided by the Company under this Section 6(a) are deemed to constitute payments of “nonqualified deferred compensation” that is subject to the requirements of Section 409A of the Code and if the Executive is deemed on the Date of Termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code, such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of his “separation from service” (as such term is defined in the Treasury Regulations issued under Section 409A of the Code), or (ii) the date of his death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 6(a)(v) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sun, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums for such welfare benefits during the Delay Period and the Company shall pay the Executive an amount equal to the product amount of three times the higher of (i) the sum of the amounts that would have been contributed such premiums paid by the Company or any Affiliate based on Executive during the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect and funded for the fiscal year immediately preceding the Date of Termination. For the purposes hereof, the term "Reference Amount" shall mean an amount equal to one-third of the amount calculated in clause V.A.1Delay Period promptly after its conclusion.

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive's employment shall be terminated other than for Cause or Cause, Disability or by reason of the death of the Executive or if the Executive shall terminate employment for Good Reason: 1. the Company shall pay to the Executive in a lump sum in cash within 5 days after the Date of Termination the aggregate of the following amounts: (a) the sum of (i) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the any Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting payable in respect of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during of the Employment PeriodCompany, if any (to the extent such higher amount being referred to as the "Highest Annual Bonus") is determinable and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which 365 not theretofore paid and (iii) ), unless otherwise specified by Executive or prohibited by the terms of any deferral agreement, any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i), (ii) and (iii) shall be hereinafter referred to as the "Accrued Obligations"). In the event the Executive's Annual Incentive Payment is not determinable on the Date of Termination, such Annual Incentive Payment shall be paid to the Executive, in a lump sum in cash, within five days after the date the amount of such Payment is determinable; and (b) the an amount equal to the product of (i) three and (ii) the sum of (x) the Executive's Annual Base Salary as of the Date of Termination and (y) the Highest higher of (A) the Recent Annual BonusIncentive Payment and (B) the Executive's target Annual Incentive Payment for the fiscal year in which the Date of Termination occurs; and (c) an amount equal to the product of three times the higher of (i) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect and funded for the fiscal year immediately preceding the Date of Termination. For the purposes hereof, the term "Reference Amount" shall mean an amount equal to one-third half of the amount calculated in clause V.A.1V.A.1.(b).

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause Cause, including by reason of the Executive's death or Disability Disability, or the Executive shall terminate employment for Good Reason: 1. the (i) The Company shall pay to the Executive in a lump sum in cash within 5 30 days after the Date of Termination the aggregate of the following amounts: (a) the sum of (i1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paidTermination, (ii2) the product of (x) an amount equal to the higher of average annual cash bonus and incentive compensation earned by the Executive (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion portions thereof which has been earned but deferred (and annualized into the ESP or applied to reimburse the Company for any an earlier advance) with respect to the Company's two full fiscal year consisting of less than twelve full months or during which years immediately preceding the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") Commencement Date and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which 365 is 365, and (iii3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay), unless the Executive has previously instructed the Company to pay such deferred amounts in a lump sum or in periodic installments in accordance with the terms of a previous deferral election, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i1), (ii2) and (iii3) shall be hereinafter referred to as the "Accrued Obligations"); and (b) the amount equal to the product of (i) three and (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and (c) Date of Termination an amount equal to the product Retention Bonus to the extent not theretofore paid; and (iii) for the 15-month period following the Date of three times Termination, the higher of (iExecutive shall continue to be provided with the benefits and rights described in Section 2(b)(iv) the sum of the amounts that would have been contributed and shall be deemed to be employed by the Company or for purposes of all benefits and rights described therein, provided that the Executive shall not be entitled to additional awards under any Affiliate based on the Reference Amount (defined below) to the Executive's account under (x) all of the Company's incentive plans and shall cease to accrue additional benefits (other than earnings on amounts maintained in the Company's 401(k) and deferred compensation plans in accordance with their terms) under any qualified and nonqualified retirement plans, or if higher; and (iv) for the 12-month period following the Date of Termination, the retirement plans of any Affiliate in which Executive and the Executive was Executive's dependents shall continue to be eligible to participate immediately prior in the medical, dental, health, life and other welfare benefit plans and arrangements applicable to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were on the same terms and conditions (including the amount of the Executive's required contributory premium payments) in effect and funded for the fiscal year Executive and the Executive's dependents immediately preceding prior to the Date of Termination. For ; and (v) to the purposes hereofextent not theretofore paid or provided, the term "Reference Amount" Company shall mean an amount equal timely pay or provide to one-third the Executive any other amounts or benefits required to be paid or provided or which the Executive is entitled to receive under any plan, program, policy or practice or contract or agreement of the amount calculated Company and its affiliated companies, including, without limitation, benefits under outstanding awards (as set forth in clause V.A.1Exhibit B hereto) granted to the Executive, but excluding any broad-based severance plan or policy (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive's ’s employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: 1. (i) the Company shall pay to the Executive in a lump sum in cash within 5 30 days after the Date of Termination the aggregate of the following amounts: (a) A. the sum of (i1) the Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior to the Date of Termination, (3) the product of (x) the higher of (I) the Recent Average Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (iii4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i1), (ii2), (3) and (iii4) shall be hereinafter referred to as the "“Accrued Obligations"”). The timing of payment by the Company of any deferred compensation shall remain subject to any payment election previously made by the Executive; and (b) B. the amount equal to the product of (i1) three one and one-half (1.50), and (ii2) the sum of (x) the Executive's ’s Annual Base Salary and (y) the Highest Average Annual Bonus; and (cii) an amount for eighteen (18) months after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to the product of three times the higher of (i) the sum of the amounts that those which would have been contributed by provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or any Affiliate based 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. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until eighteen (18) months after the Date of Termination and to have retired on the Reference Amount last day of such period; (defined belowiii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effect; and (iv) to the Executive's account under (x) all of the Company's retirement plans, extent not theretofore paid or if higherprovided, the retirement plans of Company shall timely pay or provide to the Executive any Affiliate in other amounts or benefits required to be paid or provided or which the Executive was is eligible to participate immediately prior to the Effective Date and (y) receive under any excess plan, program, policy or supplemental retirement plan in which the Executive was eligible to participate as practice or contract or agreement of the Effective Date Company and its affiliated companies (the "ERISA Excess Plan") (the ERISA Excess Plan such other amounts and such retirement plans, as amended, and any successor or replacement plans being benefits shall be hereinafter referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect and funded for the fiscal year immediately preceding the Date of Termination. For the purposes hereof, the term "Reference Amount" shall mean an amount equal to one-third of the amount calculated in clause V.A.1“Other Benefits”).

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate his employment for Good Reason: 1. , such termination shall constitute a breach of contract by the Company and during the period commencing on the date of such termination and ending on December 31, 2004, the Company shall, subject to the provisions of Section 9.2 hereof: (i) continue to pay the Executive the salary provided in Section 3.1 hereof, payable monthly, at the same annual level as was payable to the Executive immediately prior to such termination; (ii) continue to provide the Employee with all of the benefits described in Section 3.3 hereof at the same levels as were provided to the Executive prior to such termination (except that no further stock options shall be granted); (iii) pay to the Executive in a lump sum in cash within 5 days after the Date of Termination the aggregate bonus on each anniversary of the following amounts: (a) date the sum of (i) the Executive's Annual Base Salary through the Date of Termination most recent bonus was paid to the extent not theretofore paid, (ii) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (prior to such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days termination in the current fiscal year through the Date of Termination, and the denominator of which 365 and (iii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i), (ii) and (iii) shall be hereinafter referred to as the "Accrued Obligations"); and (b) the amount equal to the product of (i) three and (ii) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and (c) an amount equal to the product of three times the higher of (i) the sum average amount of the amounts that would have been contributed bonuses paid to the Executive in the three calendar years preceding the calendar year wherein such termination occurs; (iv) continue to make contributions on behalf of the Executive to all pension, retirement, supplemental executive retirement and other plans and programs maintained by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate and in which the Executive was eligible participated prior to participate such termination equal to the amount of the largest contribution with respect to each such plan or program which the Company contributed on behalf of the Executive during any of the three calendar years preceding the calendar year wherein such termination occurs; (v) amend any documents which govern any unexercised stock options which were held by the Executive immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible such termination to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and provide that all such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amountunexercised stock options, to the Company's Plans orextent not then exercisable, if highershall become immediately exercisable and not forfeited as a result of such termination, the Plans of an Affiliate in which and that all such unexercised stock options shall continue to be exercisable by the Executive was eligible during the period of time from the date of such termination to participate immediately prior and including the earlier to occur of the respective dates on which such stock options terminate in accordance with the terms of their grant or the third anniversary of such termination; (vi) pay to the Date Executive on January 1, 2005, and on the first day of Termination as those Plans were in effect and funded for the fiscal year immediately preceding the Date of Termination. For the purposes hereof, the term "Reference Amount" shall mean succeeding twenty-three (23) months an amount equal to one-third half of his monthly salary which was payable to him during the month immediately preceding the date of such termination in lieu of the amount calculated compensation which would otherwise have been paid to the Executive pursuant to the Consulting Agreement described in clause V.A.1Section 14.1 hereof; and (vii) be liable to the Executive for any and all other damages sustained by the Executive as a result of any such breach of contract.

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or by reason of the death of the Executive or if the Executive shall terminate employment for Good Reason: 1. the Company shall pay to the Executive in a lump sum in cash within 5 days after the Date of Termination the aggregate of the following amounts: (a) the sum of (i) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) the product of (x) the higher of (I) the Recent any Annual Incentive Payment and (II) the Annual Incentive Payment Bonus paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting payable in respect of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during of the Employment PeriodCompany, if any (to the extent such higher amount being referred to as the "Highest Annual Bonus") is determinable and (y) a fractionnot theretofore paid, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which 365 and (iii) unless otherwise specified by Executive or prhibited by the terms of any deferral agreement, any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i), (ii) and (iii) shall be hereinafter referred to as the "Accrued Obligations"). In the event Executive's Annual Bonus for the most recently completed fiscal year of the Company is not determinable on the Date of Termination, such Annual Bonus shall be paid to Executive in a lump sum, in cash, within five days after the date the amount of such Annual Bonus is determinable; and (b) the an amount equal to the product remainder of (i) three and (ii) the sum of (x) the Executive's Annual Base Salary and (y) that would have been earned by the Highest Annual BonusExecutive had the Executive remained continuously employed throughout the Employment Period; and (c) an amount equal to the product of three times the higher of (i) any Annual Bonus paid or payable to the sum Executive in respect of any fiscal year completed prior to the Date of Termination, including any portion thereof which has been earned but deferred, or (ii) the amount of the amounts Annual Bonus(es) that would have been contributed earned by the Company or any Affiliate based on Executive had the Reference Amount (defined below) to Executive remained continuously employed throughout the Employment Period and had the Executive been awarded a target Annual Bonus of 100% of the Executive's account under (x) all Annual Base Salary for each remaining fiscal year in the Employment Period, multiplied, in each case, by the remaining number of fiscal years which will end during the remaining portion of the Company's retirement plans, Employment Period. 2. to the extent not theretofore paid or if higherprovided, the retirement plans of Company shall timely pay or provide to the Executive any Affiliate in other amounts or benefits required to be paid or provided to the Executive or which the Executive was is eligible to participate immediately prior to the Effective Date and (y) receive under any excess plan, program, policy or supplemental retirement plan in which the Executive was eligible to participate as practice or contract or agreement of the Effective Date Company (the "ERISA Excess Plan") (the ERISA Excess Plan such other amounts and such retirement plans, as amended, and any successor or replacement plans being benefits shall be hereinafter referred to as the "PlansOther Benefits") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect and funded for the fiscal year immediately preceding the Date of Termination. For the purposes hereof, the term "Reference Amount" shall mean an amount equal to one-third of the amount calculated in clause V.A.1).

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: 1. the Company shall pay to the Executive in a lump sum in cash within 5 days after the Date of Termination the aggregate of the following amounts: (a) the sum of (i) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which 365 and (iii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i), (ii) and (iii) shall be hereinafter referred to as the "Accrued Obligations"); and (b) the amount equal to the product of (i) three and (ii) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and (c) an amount equal to the product of three times the higher excess, if any, of (i) the sum actuarial equivalent of the amounts that would have been contributed by aggregate retirement pension (taking into account any early retirement subsidies associated therewith and determined as a straight life annuity commencing at the Company or any Affiliate based on date (but in no event earlier than the Reference Amount (defined below) to the Executive's account under (x) all third anniversary of the Company's retirement plans, or if higher, Date of Termination) as of which the retirement plans actuarial equivalent of any Affiliate in such annuity is greatest) which the Executive was eligible would have accrued under the terms of all Pension Plans (without regard to participate immediately prior any amendment to any Pension Plan made subsequent to the Effective Date and (y) any excess on or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were Termination, which amendment adversely affects in effect and funded for any manner the fiscal year immediately preceding the Date of Termination. For the purposes hereof, the term "Reference Amount" shall mean an amount equal to one-third of the amount calculated in clause V.A.1.computation

Good Reason; Other Than for Cause. If, during the Employment Period, (1) the Company shall terminate the Executive's employment other than for Cause Cause, death or Disability or Disability, (2) the Executive shall terminate employment for Good Reason: 1. (i) the Company shall pay to the Executive in a lump sum in cash within 5 30 days (except as specifically provided in Sections 5(a)(i)(A)(3)) after the Date of Termination the aggregate of the following amounts: (a) A. the sum of (i1) the Executive's accrued but unpaid Annual Base Salary and any accrued vacation pay through the Date of Termination, (2) the Executive's business expenses that are reimbursable pursuant to Section 3(b)(vii) but have not been reimbursed by the Company as of the Date of Termination, (3) the Executive's Annual Base Salary through Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs if such bonus has been determined but not paid as of the Date of Termination (at the time such Annual Bonus would otherwise have been paid), and (4) $60,000 (such amount representing the cost of living allowance under Section 3(b)(i) for six months); B. one year's Annual Base Salary and full relocation back to any city in the extent not theretofore paid, United States; and C. an amount equal to (ii1) the product of (x) the higher of (I) the Recent Executive's Annual Incentive Payment and (II) the Annual Incentive Payment paid or payableBonus, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months)if any, for the most recently completed fiscal year during immediately preceding the Employment Period, if any fiscal year in which the Date of Termination occurs multiplied by (such higher amount being referred to as the "Highest Annual Bonus") and (y2) a fraction, the denominator of which is 365 and the numerator of which is the number of days in between the current end of the immediately preceding fiscal year through and the Date of Termination, and the denominator of which 365 and . (iiiii) any stock options, restricted stock, performance shares and any other stock-based long-term incentive compensation previously deferred award held by the Executive (together whether granted under this Agreement or otherwise) shall vest immediately (with any accrued interest or earnings thereon) and any accrued vacation pay, in each case option exercisability continuing until the first to the extent not theretofore paid (the sum occur of the amounts described in clauses (i), (ii) and (iii) shall be hereinafter referred to as the "Accrued Obligations"); and (b) the amount equal to the product fifth anniversary of (i) three and (ii) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and (c) an amount equal to the product of three times the higher of (i) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination or the end of the scheduled option term) The Parties agree that any amounts due under this Section 5(a) are in the nature of severance payments considered to be reasonable by the Company and are not in the nature of a penalty. If the Company shall terminate the Executive's employment other than for Cause, death or Disability, or the Executive shall terminate employment for Good Reason, except as those Plans were in effect contemplated by Section 9, 11 and funded for the fiscal year immediately preceding the Date of Termination. For the purposes 12 hereof, this Agreement shall terminate without further obligations to the term "Reference Amount" shall mean an amount equal to one-third of Executive other than the amount calculated obligations set forth in clause V.A.1this Section 5(a).

Good Reason; Other Than for Cause. If, during the Employment Employ ment Period, the Company shall terminate the Executive's employment other than for Cause Cause, death or Disability Disability, or the Executive shall terminate his employment for Good Reason: 1. (i) the Company shall pay to the Executive in a lump sum in cash cash, within 5 10 days after the Date of Termination Termination, the aggregate of the following amountsamounts set forth in clauses A, B and C below: (aA) the The sum of of: (i1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore there tofore paid, ; (ii2) the product of (x) the higher greater of (Ii) the Recent Annual Incentive Payment highest annual bonus paid or payable to the Executive by the Company and its affiliated companies, including by reason of any deferral, in respect of the three fiscal years immediately preceding the fiscal year in which occurs the Date of Ter mination or (IIii) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized "target" annual bonus as in effect under the Company's annual incentive plan for any the fiscal year consisting in which occurs the Date of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any Termination (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal calendar year through the Date of Termination, and the denominator de nominator of which 365 and is 365; and (iii3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, ; in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i1), (ii2) and (iii3) shall be hereinafter referred to as the "Accrued Obligations"); and; (bB) the amount equal to the product of (i1) three and (ii2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and (cC) an amount equal to the product of three times the higher of excess of (i1) the sum actuarial equivalent of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account benefit under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental applicable qualified defined benefit retirement plan in which the Executive was eligible is participating immediately prior to participate as his Date of the Effective Date Termination (the "ERISA Excess Retirement Plan") (utilizing the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred rate used to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amountdetermine lump sums and, to the Companyextent applicable, other actuarial assumptions no less favorable to the Executive than those in effect under E Corp's Plans or, if higher, tax- qualified defined benefit pension plan immediately prior to the Plans of an Affiliate Effective Time) and any SERPs in which the Executive participates which the Executive would receive if the Executive's employment continued for three additional years beyond the Date of Termination (or, if later, until the Ex ecutive attains age 55), assuming for this pur pose that all accrued benefits are fully vested, and, assuming that the Executive's compensation for such deemed additional period was eligible to participate the Executive's Annual Base Salary as in effect immediately prior to the Date of Termination and assuming a bonus in each year during such deemed additional period equal to the Highest Bonus, over (2) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SERPs as of the Date of Termination (utilizing the rate used to deter mine lump sums and, to the extent applicable, other actuarial assumptions no less favorable to the Executive than those Plans were in effect and funded for under E Corp's tax-qualified defined benefit pension plan immediately prior to the fiscal year Effective Time); (ii) any stock awards, stock options, stock appreciation rights or other equity-based awards that were outstanding immediately preceding prior to the Date of Termination ("Prior Stock Awards") shall vest and/or become exercisable, as the case may be, as of the Date of Termination, and the Executive shall have the right to exercise any such stock option, stock appreciation right or other exercisable equity-based award until the earlier of (A) three years from the Date of Termination (or such longer period as may be provided under the terms of any such stock option, stock appreciation right or other equity-based award) and (B) the normal expiration date of such stock option, stock appreciation right or other equity-based award; (iii) for three years after the Executive's Date of Termination or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, 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 plans, programs, practices and policies described in Section 3(d) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or dental benefits under another employer provided plan, the medical and dental benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the purposes hereoftime of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the term "Reference Amount" Execu tive shall mean an amount equal be considered to one-third have remained employed until three years after the date of Termination and to have retired on the last day of such period; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is entitled to receive under any plan, program, policy, practice, contract or agreement of the amount calculated in clause V.A.1Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").

Good Reason; Other Than for Cause. If, during or after --------------------------------- the expiration of the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: 1. (i) the Company shall pay to the Executive in a lump sum in cash within 5 ten days after of the Date of Termination (or, solely with respect to any payment to be made pursuant to Section 5(a)(i)(C) below, such other time as specified therein), the aggregate of the following amounts: (a) A. the sum of (i1) the Executive's accrued Annual Base Salary through the Date of Termination to the extent not theretofore paidTermination, (ii) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which 365 and (iii2) any compensation previously deferred annual bonus earned by the Executive with respect to the previous year, and (together with any accrued interest or earnings thereon3) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i1), (ii2) and (iii3) shall be hereinafter referred to as the "Accrued Obligations"); and; (b) the B. an amount equal to the product 200% of (i) three and (ii) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and (c) an amount equal to the product of three times the higher of (i) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination (the "Severance Payment"), provided that if the Executive's Date of Termination occurs prior to the date that any amount is paid or becomes payable to the Executive under the Solutia Inc. Emergence Incentive Bonus Program (whether pursuant to Section 1 or Section 5(a)(i)(C) hereof or otherwise), the amount of the Severance Payment shall be credited against any amounts subsequently paid to (or due to be paid to) the Executive under the Solutia Inc. Emergence Incentive Bonus Program; and C. if the Date of Termination is on or subsequent to the Emergence Date, subject to the provisions of Section 5(a)(i)(B) hereof, the Executive shall receive the amount, if any, to which he is entitled under the Solutia Inc. Emergence Incentive Bonus Program at such time as those Plans were amounts are payable thereunder. (ii) subject to the provisions of Section 9(f) hereof, to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits, excluding any severance or separation pay or benefits, required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies, including, without limitation, the vested benefit, if any, of the Executive under any qualified defined benefit or defined contribution retirement plan of the Company and its affiliated companies in effect which the Executive participates, in accordance with the terms of such plan (such other amounts and funded benefits shall be hereinafter referred to as the "Other Benefits"); (iii) the Company shall continue to provide at its expense (on the same basis as at the Executive's Date of Termination) for the fiscal year immediately preceding continued participation of the Executive and, to the extent applicable, his family, in the Company's medical, dental, vision and life insurance plans and programs, for a period of four months commencing with the Date of Termination. For ; and (iv) upon request of the purposes hereofExecutive, the term "Reference Amount" Company shall mean provide outplacement services to the Executive for up to twelve months and up to an amount equal to one-third aggregate cost of the amount calculated in clause V.A.1$25,000.

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: 1. (i) the Company shall pay to the Executive in a lump sum in cash within 5 thirty days after the Date of Termination the aggregate of the following amounts: (a) A. the sum of (i1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii2) the product greater of (xA) an amount equal to the higher Executive's highest bonus (including any bonus deferred by the Executive) under the Company's bonus plan, or any comparable bonus under any predecessor or successor plan, for the last three full fiscal years prior to the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of (Isuch fiscal year) the Recent Annual Incentive Payment and (IIB) the Annual Incentive Payment Bonus paid or payable, payable (including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full monthsdeferred), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus"in each case(1) and (y) a fraction, the numerator of which is the number of days in the current fiscal year pro rated through the Date of TerminationTermination to the extent not theretofore paid, (3) any accrued and unpaid Fringe Benefits, and the denominator of which 365 and (iii4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i1), (ii2), (3) and (iii4) shall be hereinafter referred to as the "Accrued Obligations"); and; (b) B. the amount equal to the product of (i1) three and (ii) the sum of (x2) the Executive's Annual highest Base Salary and (y) during any of the Highest Annual Bonusthree years preceding the Date of Termination; and (c) plus an amount equal to the product of three times the higher of (i) the sum Executive's highest Base Salary during any of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately three years preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were multiplied by the highest percentage payout of the Executive's bonus under the Short Term Incentive Program (or any successor short term bonus plan or program) in effect comparison to salary (1) For 2x and funded 3x people. (annualized in the event that Executive was not employed by the Company for the fiscal whole of such applicable period) paid and/or accrued in any of the three years preceding the Date of Termination; plus the highest one-year immediately cash equivalent amount of Fringe Benefits paid to the Executive in any of the three calendar years preceding the Date of Termination. For This amount will be reduced by the purposes hereofamounts paid, if any, to the Executive under the Company's Severance Pay Plan (or any successor severance pay plan) as a result of such termination; provided, however, that if the Executive's benefits under the Company's Severance Pay Plan (or any successor severance pay plan) exceed the amounts payable under this Section, the term Executive shall be entitled to such benefits and shall not be entitled to the payments provided for under this Section 4(a)(i)(B); and C. payment of benefits under any Supplemental Executive Retirement Plan ("Reference Amount" SERP") in which the Executive participates in effect as of the Date of Termination in accordance with the provisions of the SERP. The SERP benefit shall mean be a lump sum payment in an amount equal to one-third the benefit payable under the SERP adjusted by crediting the Executive with additional years of credited service for benefit accrual and vesting, and additional years of age, in each case equal to five years less the period from the Effective Date through the Date of Termination in which the Executive participates in any SERP. The amount of any such benefit shall be calculated as of the amount calculated Date of Termination in clause V.A.1accordance with the terms of the SERP, and the payment of such benefit shall be in lieu of any other payment under the SERP; (ii) for three years after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, 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 plans, programs, practices and policies described in Section 2(b)(v) of this Agreement 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 benefits provided by the Company shall no longer be available to the Executive and the other welfare benefits described herein shall become secondary to those provided under such other plan during such applicable period of eligibility; (iii) for twelve months following the Date of Termination, if the Company has terminated this Agreement for other than Cause, the Company shall, at its sole expense as incurred to an aggregate of $15,000, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his sole discretion; (iv) to the extent not therefore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its Affiliated Companies (such other amounts and benefits shall be hereinafter referred to as "Other Benefits"); provided, however, Other Benefits shall exclude any benefits under the Company's Severance Pay Plan.

Good Reason; Other Than for Cause. Disability or Death. ------------------------------------------------------ (1) If, during the Employment PeriodPeriod and prior to a Change of Control, the Company shall terminate the Executive's employment other than for Cause or Cause, Disability or death or if the Executive shall terminate his employment for Good Reason: 1. , the Company shall pay to the Executive in a lump sum in cash within 5 30 days after the Date of Termination, the aggregate of the following amounts: A. to the extent not theretofore paid, the Executive's Highest Base Salary through the Date of Termination; and B. an amount equal to one times the Executive's Highest Base Salary; and C. in the case of compensation previously deferred by the Executive, all amounts previously deferred (together with any accrued interest thereon) and not yet paid by the Company and any accrued vacation pay not yet paid by the Company. (2) If, during the Change of Control Period, the Company shall terminate the Executive's employment other than for Cause, Disability or death or if the Executive shall terminate his employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (a) the sum of (i) the Executive's Annual Base Salary through the Date of Termination A. to the extent not theretofore paid, (ii) the Executive's Highest Base Salary through the Date of Termination; and B. the product of (x) the higher Annual Bonus paid to the Executive for the last full fiscal year ending during the Change of (I) the Recent Annual Incentive Payment and (II) Control Period or, if higher, the Annual Incentive Payment Bonus paid or payable, including any portion thereof which has been earned but deferred (and annualized for any to the Executive during the last full fiscal year consisting ending during the Change of less than twelve Control Period or, if higher, a constructive annual bonus calculated to be equal to the bonus that would have been payable to the Executive from the Company for the last full months or during which fiscal year ending prior to the Date of Termination (regardless of whether the Executive was employed in an officer position for less than twelve full months), all or any part of such fiscal year) as if Group had achieved the "target level of performance" under the Incentive Plan set at the level for the most recently completed fiscal year during immediately preceding the Employment Period, if any Change of Control Date and assuming the Executive's "target percentage" under the Incentive Plan equals such target percentage assigned to the Executive immediately preceding the Change of Control Date (such higher amount being the highest Annual Bonus determined under this clause (x) shall hereinafter be referred to as the "Highest Annual Recent Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, Termination and the denominator of which 365 is 365; and C. the product of (x) three and (iiiy) any the sum of (i) the Highest Base Salary and (ii) the Recent Bonus; and D. in the case of compensation previously deferred by the Executive Executive, all amounts previously deferred (together with any accrued interest or earnings thereon) and not yet paid by the Company and any accrued vacation pay, in each case to the extent pay not theretofore yet paid (the sum of the amounts described in clauses (i), (ii) and (iii) shall be hereinafter referred to as the "Accrued Obligations"); and (b) the amount equal to the product of (i) three and (ii) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and (c) an amount equal to the product of three times the higher of (i) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect and funded for the fiscal year immediately preceding the Date of Termination. For the purposes hereof, the term "Reference Amount" shall mean an amount equal to one-third of the amount calculated in clause V.A.1.

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive's employment shall be terminated other than for Cause or Cause, Disability or by reason of the death of the Executive or if the Executive shall terminate employment for Good Reason: 1. the Company shall pay to the Executive in a lump sum in cash within 5 days after the Date of Termination the aggregate of the following amounts: (a) the sum of (i) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the any Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting payable in respect of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during of the Employment PeriodCompany, if any (to the extent such higher amount being referred to as the "Highest Annual Bonus") is determinable and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which 365 not theretofore paid and (iii) ), unless otherwise specified by Executive or prohibited by the terms of any deferral agreement, any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i), , (ii) and (iii) shall be hereinafter referred to as the "Accrued Obligations"). In the event the Executive's Annual Incentive Payment is not determinable on the Date of Termination, such Annual Incentive Payment shall be paid to the Executive, in a lump sum in cash, within five days after the date the amount of such Payment is determinable; and (b) the an amount equal to the product of (i) three and (ii) the sum of (x) the Executive's Annual Base Salary as of the Date of Termination and (y) the Highest Annual Bonus; and (c) an amount equal to the product of three times the higher of (iA) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount Recent Annual Incentive Payment and (defined belowB) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded target Annual Incentive Payment for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect and funded for the fiscal year immediately preceding the Date of Termination. For the purposes hereof, the term "Reference Amount" shall mean an amount equal to one-third of the amount calculated in clause V.A.1.occurs; and

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: 1. (i) the Company shall pay to the Executive in a lump sum in cash within 5 30 days after the Date of Termination the aggregate of the following amounts: (a) A. the sum of (i1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior to the Date of Termination, (3) the product of (x) the higher of (I) the Recent Average Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (iii4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i1), (ii2), (3) and (iii4) shall be hereinafter referred to as the "Accrued Obligations"). The timing of payment by the Company of any deferred compensation shall remain subject to any payment election previously made by the Executive; and (b) B. the amount equal to the product of (i1) three one and one-half (1.50), and (ii2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Average Annual Bonus; and (cii) an amount for eighteen (18) months after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to the product of three times the higher of (i) the sum of the amounts that those which would have been contributed by provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or any Affiliate based 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. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until eighteen (18) months after the Date of Termination and to have retired on the Reference Amount last day of such period; (defined belowiii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effect; and (iv) to the Executive's account under (x) all of the Company's retirement plans, extent not theretofore paid or if higherprovided, the retirement plans of Company shall timely pay or provide to the Executive any Affiliate in other amounts or benefits required to be paid or provided or which the Executive was is eligible to participate immediately prior to the Effective Date and (y) receive under any excess plan, program, policy or supplemental retirement plan in which the Executive was eligible to participate as practice or contract or agreement of the Effective Date Company and its affiliated companies (the "ERISA Excess Plan") (the ERISA Excess Plan such other amounts and such retirement plans, as amended, and any successor or replacement plans being benefits shall be hereinafter referred to as the "PlansOther Benefits") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect and funded for the fiscal year immediately preceding the Date of Termination. For the purposes hereof, the term "Reference Amount" shall mean an amount equal to one-third of the amount calculated in clause V.A.1).

Good Reason; Other Than for Cause. IfExcept as provided in Section 5(b) below, if, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: 1. (i) the Company shall pay to the Executive in a lump sum in cash within 5 ten days after of the Date of Termination (or, solely with respect to any payment to be made pursuant to Section 5(a)(i)(D) below, such other time as specified therein), the aggregate of the following amounts: (a) A. the sum of (i1) the Executive's accrued Annual Base Salary through the Date of Termination to the extent not theretofore paidTermination, (ii) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which 365 and (iii2) any compensation previously deferred unpaid annual bonus earned by the Executive with respect to the previous year, and (together with any accrued interest or earnings thereon3) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i1), (ii2) and (iii3) shall be hereinafter referred to as the "Accrued Obligations"); and (b) the B. an amount equal to the product payment the Executive would have received under the Company's Annual Incentive Program for the fiscal year of (i) three and (ii) such termination in accordance with Section 3(b)(ii), multiplied by the number of days that have transpired during that fiscal year immediately prior to the Date of Termination, divided by 365; and C. an amount equal to 200% of the sum of (xi) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and (c) an amount equal to the product of three times the higher of (i) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect and funded (ii) the average annualized payment the Executive received for the fiscal year 3 years (or such shorter period during which the Executive has served as President and CEO of the Company) immediately preceding the Date of Termination. For Termination under the purposes Company's Annual Incentive Program (the "Severance Payment"); and D. any unpaid portion of the Emergence Bonus, if any, to be paid in the amount and in the manner defined herein in Attachment I. (ii) subject to the provisions of Section 9(f) hereof, to the term "Reference Amount" extent not theretofore paid or provided, the Company shall mean an amount equal timely pay or provide to one-third the Executive any other amounts or benefits, excluding any severance or separation pay or benefits, required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy, practice, contract or agreement of the amount calculated Company and its affiliated companies, including, without limitation, the vested benefit, if any, of the Executive under any qualified defined benefit or defined contribution retirement plan of the Company and its affiliated companies in clause V.A.1which the Executive participates, in accordance with the terms of such plan (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); (iii) the Company shall continue to provide at its expense (on the same basis as at the Executive's Date of Termination) for the continued participation of the Executive and, to the extent applicable, his family, in the Company's medical, dental, vision and life insurance plans and programs, for a period of four months commencing with the Date of Termination; and (iv) upon request of the Executive, the Company shall provide outplacement services to the Executive for up to twelve months and up to an aggregate cost of $25,000.

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause Cause, death or Disability Disability, or the Executive shall terminate employment for Good Reason:Reason or the Company shall deliver a Nonrenewal Notice and the Executive thereafter terminates the Executive's employment at the end of the Employment Period (a "Nonrenewal Termination"): 1. (i) the Company shall pay to the Executive in a lump sum in cash within 5 30 days after the Date of Termination the aggregate of the following amountsamounts set forth in clauses A, B and C below: (a) A. the sum of (i1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii2) the product of (x) the higher of (I) highest bonus paid to the Recent Annual Incentive Payment and (II) Executive with respect to the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal three years ending prior to the the year consisting of less than twelve full months or during in which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any Date of Termination occurs (such higher amount being referred to as the "Highest Annual Minimum Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal calendar year through the Date of Termination, and the denominator of which is 365 and (iii3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case other nonqualified benefit plan balances to the extent not theretofore paid (the sum of the amounts described in clauses (i1), (ii) 2), and (iii3) shall be hereinafter referred to as the "Accrued Obligations"); and (b) B. the amount equal to the product of (i1) three three, or two in the case of a Nonrenewal Termination, and (ii2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Minimum Bonus; and (c) C. an amount equal to the product of three times the higher excess of (ia) the sum actuarial equivalent of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account benefit under (x) all of the Company's qualified defined benefit retirement plans, plan or if higher, the retirement plans of any Affiliate such other qualified defined benefit pension plan in which the Executive was eligible participates, if any (the "Retirement Plan") (utilizing actuarial assumptions no less favorable to participate the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date Commencement Date), and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate participates (together, the "SERP") which the Executive would receive if the Executive's employment continued for three years, or two years in the case of a Nonrenewal Termination, after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the three years, or two years, as the case may be, is the sum of the Annual Base Salary and Minimum Bonus over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Effective Date of Termination; (ii) the Restricted Stock and any other stock awards that were outstanding immediately prior to the Commencement Date (the "ERISA Excess PlanPrior Stock Awards") shall become immediately vested and/or exercisable, as the case may be; (iii) for three years, or two years in the ERISA Excess Plan and case of a Nonrenewal Termination, after the Executive's Date of Termination, or such retirement longer period as may be provided by the terms of the appropriate plan, program, practice or policy, 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 plans, programs, practices and policies described in Section 2(b)(v) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as amendedin effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, 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. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years or two years, as the case may be, after the Date of Termination and to have retired on the last day of such period; (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any successor other amounts or replacement plans being benefits required to be paid or provided or which the Executive is entitled to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies, excluding any severance plan or policy except to the extent that such plan or policy provides, in accordance with its terms, benefits with a value in excess of the benefits payable to the Executive under this Section 4 (such other amounts and benefits shall be hereinafter referred to as the "PlansOther Benefits") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or ). (iiv) the sum of the amounts that would have been contributed by Executive shall be provided with free and clear title to the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect and funded for the fiscal year immediately preceding the Date of Termination. For the purposes hereof, the term "Reference Amount" shall mean an amount equal to one-third of the amount calculated in clause V.A.1car.

Good Reason; Other Than for Cause. IfExcept as provided in Section 4(b) below, if, during the Employment Period, the Company shall terminate the Executive's ’s employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: 1. (i) the Company shall pay to the Executive in a lump sum in cash within 5 ten days after of the Date of Termination Termination, or, with respect to the payments described in Sections 4(a)(i)(B) and (C), such other time described in Section 8(g), the aggregate of the following amounts: (a) A. the sum of (i1) the Executive's ’s accrued Annual Base Salary through the Date of Termination to the extent not theretofore paidTermination, (ii) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which 365 and (iii2) any compensation previously deferred unpaid annual bonus earned by the Executive with respect to the previous year, and (together with any accrued interest or earnings thereon3) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i1), (ii2) and (iii3) shall be hereinafter referred to as the "“Accrued Obligations"”); and (b) the amount equal to the product of (i) three and (ii) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and (c) B. an amount equal to the product average annualized payment the Executive received for the 3 years (or such shorter period during which the Executive has served as Senior Vice President, General Counsel and Corporate Secretary) immediately preceding the Date of three times Termination under the higher Company’s Annual Incentive Program, multiplied by the number of days that have transpired during that fiscal year immediately prior to the Date of Termination, divided by 365; and C. an amount equal to 200% of the sum of (i) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate ’s Annual Base Salary immediately prior to the Date of Termination as those Plans were in effect and funded (ii) the average annualized payment the Executive received for the fiscal year 3 years (or such shorter period during which the Executive has served as Senior Vice President, General Counsel and Corporate Secretary) immediately preceding the Date of Termination. For Termination under the purposes Company’s Annual Incentive Program (the “Severance Payment”). (ii) subject to the provisions of Section 8(g) hereof, to the term "Reference Amount" extent not theretofore paid or provided, the Company shall mean an amount equal timely pay or provide to one-third the Executive any other amounts or benefits, excluding any severance or separation pay or benefits, required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy, practice, contract or agreement of the amount calculated Company and its affiliated companies, including, without limitation, the vested benefit, if any, of the Executive under any qualified defined benefit or defined contribution retirement plan of the Company and its affiliated companies in clause V.A.1which the Executive participates, in accordance with the terms of such plan (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”); (iii) the Company shall continue to provide at its expense (on the same basis as at the Executive’s Date of Termination) for the continued participation of the Executive and, to the extent applicable, her family, in the Company’s medical, dental, vision and life insurance plans and programs, for a period of four months commencing with the Date of Termination; and (iv) upon request of the Executive, the Company shall provide outplacement services to the Executive for up to twelve months and up to an aggregate cost of $25,000.

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive's ’s employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: 1. (i) the Company shall pay to the Executive in a lump sum in cash within 5 thirty days after the Date of Termination the aggregate of the following amounts: (a) A. the sum of (i1) the Executive's Annual ’s Base Salary through the Date of Termination to the extent not theretofore paid, (ii) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II2) the Annual Incentive Payment paid or payable, Bonus payable (including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus"deferred) and (y) a fraction, the numerator of which is the number of days in the current fiscal year pro rated through the Date of TerminationTermination to the extent not theretofore paid, and the denominator of which 365 and (iii3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i1), (ii) 2), and (iii3) shall be hereinafter referred to as the "“Accrued Obligations"”); and (b) B. the amount equal to the product of (i) three and (ii) the sum of (x) the Executive's Annual ’s highest Base Salary and (y) the Highest Annual Bonus; and (c) an amount equal to the product of three times the higher of (i) the sum during any of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect and funded for the fiscal year immediately three years preceding the Date of Termination. For This amount will be reduced by the purposes hereofamounts paid, if any, to the Executive under the Company’s Severance Pay Plan (or any successor severance pay plan) as a result of such termination; provided, however, that if the Executive’s benefits under the Company’s Severance Pay Plan (or any successor severance pay plan) exceed the amounts payable under this Section, the term "Reference Amount" Executive shall mean an amount be entitled to such benefits and shall not be entitled to the payments provided for under this Section 6(a)(i); (ii) for one year after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to one-third those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the amount calculated Company and its affiliated companies and their families (to the extent permitted by law, or, if nor permitted by law, provided under nonqualified arrangements); 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 benefits provided by the Company shall no longer be available to the Executive and the other welfare benefits described herein shall become secondary to those provided under such other plan during such applicable period of eligibility; (iii) for twelve months following the Date of Termination, if the Company has terminated this Agreement for other than Cause, the Company shall, at its sole expense as incurred to an aggregate of $15,000, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in clause V.A.1his sole discretion; (iv) to the extent not therefore paid or provided the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as “Other Benefits”); provided, however, Other Benefits shall exclude any benefits under the Company’s Severance Pay Plan; (v) the Executive shall receive payment of benefits under any Supplemental Executive Retirement Plan (“SERP”) in which the Executive participates in effect as of the Date of Termination in accordance with the provisions of the SERP.

Good Reason; Other Than for Cause. IfSubject to Section 6, if, during the Employment Period, (1) the Company shall terminate the Executive's ’s employment other than for Cause Cause, death or Disability or (2) the Executive shall terminate employment for Good Reason: 1. (i) the Company shall pay to the Executive in a lump sum in cash within 5 30 days (except as specifically provided in Section 5(a)(i)(A)(3)) after the Date of Termination Termination, the aggregate of the following amounts: (a) A. the sum of (i1) the Executive's ’s accrued but unpaid Annual Base Salary and any accrued but unused vacation pay through the Date of Termination to the extent not theretofore paidTermination, (ii2) the Executive’s business expenses that are reimbursable pursuant to Section 3(b)(vii) but have not been reimbursed by the Company as of the Date of Termination, (3) the Executive’s Annual Bonus for the calendar year immediately preceding the calendar year in which the Date of Termination occurs if such bonus has been determined or earned but not paid as of the Date of Termination (at the time such Annual Bonus would otherwise have been paid), and (4) the product of (x) the higher of (I) Executive’s Target Bonus for the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal calendar year consisting of less than twelve full months or during in which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) Date of Termination occurs multiplied by a fraction, the numerator of which is the number of days in the current fiscal such year through the Date of Termination, Termination and the denominator of which is 365 and (iii) any compensation previously deferred by collectively, the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i), (ii) and (iii) shall be hereinafter referred to as the "Accrued “Obligations"”); and (b) B. the amount equal to the product of (ix) three two and (iiy) the sum of (xI) the Executive's ’s Annual Base Salary and (yII) the Highest Annual Target Bonus; and (cii) an amount equal for two years after the Executive’s Date of Termination, the Company shall continue medical and life insurance benefits to the product of three times the higher of Executive (i) the sum and, if applicable, to any dependents of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account Executive who received such benefits under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately his coverage prior to the Date of Termination Termination) at least equal to those that would have been provided to the Executive (and to any such dependent) in accordance with the plans, programs, practices and policies of the Company if the Executive’s employment had not been terminated; provided, that the Executive continues to make all required contributions. Beginning on the date following the date which is two years after the Executive’s Date of Termination, the Company shall provide the Executive and his spouse such retiree coverage as those Plans were is then provided to other senior executives of the Company. If no such coverage is then provided, the Company shall provide the Executive and his spouse medical coverage comparable in effect scope and funded cost with that provided to active employees, which coverage shall cease upon the earlier of the date upon which the Executive becomes eligible for Medicare or becomes eligible for coverage under another employer’s medical plan; and (iii) Equity Awards shall become vested for an additional number of shares equal to the fiscal year number of shares subject to the Equity Award(s) (if any) that would have vested on the next anniversary of the Date of Grant if the Executive had remained employed until such date (the “Subsequent Tranche”), multiplied by a fraction, the numerator of which equals the number of days elapsed from the vesting date immediately preceding termination of the Executive’s employment through the Executive’s Date of Termination and the denominator of which equals 365, plus the Subsequent Tranche; subject in all circumstances to the maximum of the total number of shares subject to the Equity Award(s) as of the Date Termination; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement (other than any severance plan, program, policy or practice or contract or agreement) of the Company and its affiliates (such amounts and benefits, the “Other Benefits”) in accordance with the terms and normal procedures of each such plan, program, policy or practice, based on accrued benefits through the Date of Termination. For Except with respect to payments and benefits under Sections 5(a)(i)(A)(l), 5(a)(i)(A)(2) and 5(a)(iii), all payments and benefits to be provided under this Section 5(a) shall be subject to the purposes hereofExecutive’s execution and non-revocation of a release in the form attached hereto as Exhibit A, with such revisions as may be mutually agreed to by the term "Reference Amount" shall mean an amount equal to one-third of Executive and the amount calculated in clause V.A.1parties thereto.

Good Reason; Other Than for Cause. If, during the Employment Period, If the Company shall terminate the Executive's employment other than for Cause Cause, death or Disability Disability, or if the Executive shall terminate the Executive’s employment for Good Reason: 1. the (a) The Company shall pay pay, or cause to be paid, to the Executive in a lump sum in cash within 5 days after the Date of Termination the aggregate of the following amounts: (a) the sum of of: (i) that portion of the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year not previously paid through the Date of Termination; (ii) reimbursement of expenses incurred on or before the Date of Termination in accordance with Section 3.7, and the denominator of which 365 above; and (iii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i), (ii) ), and (iii) shall be hereinafter referred to as the "Accrued Obligations"); and. The Accrued Obligations shall be paid on the regular payday following the Date of Termination. (b) Subject to Executive’s full compliance with Executive’s obligations pursuant to this Agreement, including but not limited to Sections 4.6, 5.3, 6 and Schedule A, the Company shall pay, or cause to be paid, to the Executive: i. An amount equal to the product aggregate of twelve (i12) three and (ii) the sum months of (x) the Executive's Annual Base Salary Salary, which amount is not wages for labor performed and (y) may be withheld for any prior breach or breach during the Highest Annual Bonus; andperiod of such payments by Executive of his obligations in this Agreement or any applicable confidentiality, inventions assignment and return of property or similar undertaking; (c) an amount equal to ii. An amount, which shall be determined in the product of three times the higher of (i) the sum sole discretion of the amounts that would have been contributed by Compensation Committee exercising good faith and paid at the same time as the Company or any Affiliate based on pays its incentives to management generally under the Reference Amount (defined below) to applicable plan, for the Executive's account under (x) all of performance incentive set forth in Section 3.2 above for the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately annual performance period fully completed prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect and funded for the fiscal year immediately preceding the Date of Termination. For the purposes hereofavoidance of doubt, such incentive shall not be paid pro rata for a performance period that is not fully complete prior to the Date of Termination and shall be in accordance with the terms of the applicable incentive plan in effect at the time of termination. Such amount in b(i) above shall be paid in twelve (12) and six (6) equal monthly installments, respectively, payable as of the first day of the month beginning within sixty (60) days after the Date of Termination or any later date set forth below; provided, however, if the sixty (60) day period spans two (2) calendar years, the said payments shall commence in the second calendar year. Installments shall be made during the “short-term "Reference Amount" shall mean an amount equal to one-third deferral period” following the termination of employment, as such term is defined in Section 409A of the amount calculated Internal Revenue Code (the “Code”). At the conclusion of this short-term deferral period, the installment payments shall continue to the extent that the Executive’s remaining severance payment does not exceed two times the lesser of (i) the executive’s annual compensation or (ii) the compensation limit in clause V.A.1effect under Section 401(a)(17) of the Code for the calendar year including the date of termination (the “Two Times Limit”); provided, however, to the extent the remaining severance payments exceed the Two Times Limit, then the installment payments which are below the Two Times Limit shall be paid to the Executive. Any remaining severance payments which exceed the Two Times Limit shall continue to paid in installments unless (i) the Executive is a “specified employee” as defined in Section 409A of the Code at the time of his termination of employment with the Company and (ii) the deferral of further payments payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, in which case, the Company will defer the commencement of the payment of any such payments (without any reduction in such payments ultimately paid to the Executive) until the date that is six months following his termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code). If the Executive dies during such six (6) month period, then payments shall commence within thirty (30) days after the Executive's death). All payments to be made upon a termination of employment under this agreement may only be made upon a “separation from service” within the meaning of such term under Section 409A of the Code. (c) To the extent not theretofore paid or provided, the Company (or Patheon, as the case may be) shall pay or provide, or cause to be paid or provided, to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Patheon Group (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"), in accordance with the terms and normal procedures of each such plan, program, policy or practice or contract or agreement, based on earned, accrued or vested benefits through the Date of Termination. If the Executive receives payments and benefits pursuant to this Section 5.1, then the Executive shall not be entitled to any other severance pay or benefits under any severance plan, program or policy of any member of the Patheon Group, unless otherwise specifically provided therein in a specific reference to this Agreement; provided, however, in the event any payment is made, or required to be made, under any such severance plan, program or policy, then the amounts payable under this Section 5.1 shall be reduced by such amount.

Good Reason; Other Than for Cause. IfExcept as provided in Section 5(b) below, if, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: 1. (i) the Company shall pay to the Executive in a lump sum in cash within 5 ten days after of the Date of Termination (or, solely with respect to any payment to be made pursuant to Section 5(a)(i)(D) below, such other time as specified therein), the aggregate of the following amounts: (a) A. the sum of (i1) the Executive's accrued Annual Base Salary through the Date of Termination to the extent not theretofore paidTermination, (ii) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which 365 and (iii2) any compensation previously deferred unpaid annual bonus earned by the Executive with respect to the previous year, and (together with any accrued interest or earnings thereon3) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i1), (ii2) and (iii3) shall be hereinafter referred to as the "Accrued Obligations"); and (b) the B. an amount equal to the product payment the Executive would have received under the Company's Annual Incentive Program for the fiscal year of (i) three and (ii) such termination in accordance with Section 3(b)(ii), multiplied by the number of days that have transpired during that fiscal year immediately prior to the Date of Termination, divided by 365; and C. an amount equal to 200% of the sum of (xi) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and (c) an amount equal to the product of three times the higher of (i) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect and funded (ii) the average annualized payment the Executive received for the fiscal year 3 years (or such shorter period during which the Executive has served as Senior Vice President and President, Flexsys) immediately preceding the Date of Termination. For Termination under the purposes Company's Annual Incentive Program (the "Severance Payment"); and D. any unpaid portion of the Emergence Bonus, if any, to be paid in the amount and in the manner defined herein in Attachment I. (ii) subject to the provisions of Section 9(f) hereof, to the term "Reference Amount" extent not theretofore paid or provided, the Company shall mean an amount equal timely pay or provide to one-third the Executive any other amounts or benefits, excluding any severance or separation pay or benefits, required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy, practice, contract or agreement of the amount calculated Company and its affiliated companies, including, without limitation, the vested benefit, if any, of the Executive under any qualified defined benefit or defined contribution retirement plan of the Company and its affiliated companies in clause V.A.1which the Executive participates, in accordance with the terms of such plan (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); (iii) the Company shall continue to provide at its expense (on the same basis as at the Executive's Date of Termination) for the continued participation of the Executive and, to the extent applicable, his family, in the Company's medical, dental, vision and life insurance plans and programs, for a period of four months commencing with the Date of Termination; and (iv) the Company shall provide the Executive with outplacement services during the twelve month period commencing with the Date of Termination up to an aggregate cost of $25,000.

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause Cause, death or Disability or the Executive shall terminate employment for Good Reason: 1. (i) the Company shall pay to the Executive in a lump lump-sum in cash within 5 days payment as soon as practicable after the Date of Termination the aggregate of the following amounts: (a) the sum of (i) A. the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, ; B. the excess of (ii1) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), Executive's Total Compensation for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year in which the Date of Termination occurs through the Date of Termination, and the denominator of which 365 and is 365, over (iii2) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case Annual Base Salary to the extent not theretofore paid for the year that includes the Date of Termination (the sum of the amounts described in clauses (i), (iiSections 5(a)(i)(A) and (iii) shall be hereinafter referred to as B), the "Accrued Obligations"); and (b) the C. an amount equal to the product of (i1) three the Executive's Total Compensation for the most recently completed fiscal year and (2) the greater of (x) a fraction, the numerator of which is the number of days from the Date of Termination through the fifth anniversary of the Effective Date, and the denominator of which is 365 and (y) 1. For purposes of determining the Executive's Total Compensation in respect of any fiscal year for which Long-Term Incentive Compensation was awarded in a form other than restricted stock units, restricted stock or cash, the value of such award shall be determined by the Committee in its good faith discretion. (ii) notwithstanding the sum terms of any incentive plan, program or arrangement, any and all unvested stock options, restricted stock units (including the Special RSU Grant and the Long-Term Incentive Compensation) and other equity or equity-based awards shall immediately vest as of the Date of Termination, provided that such awards shall continue to be governed by any applicable forfeiture provisions in accordance with the terms thereof. (iii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement (other than any severance plan, program, policy or practice or contract or agreement) of the Company and its affiliates in accordance with the terms and normal procedures of each such plan, program, policy or practice, as modified by this Agreement, based on accrued benefits through the Date of Termination (such amounts and benefits, the "Other Benefits"). (iv) until the later of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and (c) an amount equal to the product fifth anniversary of three times the higher of (i) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (iiy) the sum first anniversary of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination Termination, in addition to the Retiree Medical Benefits, the Company shall continue to provide medical and dental benefits to Executive and his eligible dependents as those Plans were in effect and funded for if the fiscal year immediately preceding Executive remained an active employee of the Company. The applicable period of health benefit continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") shall begin on the Date of Termination. Except with respect to payments and benefits under Sections 5(a)(i)(A) and 5(a)(iii), all payments and benefits to be provided under this Section 5(a) shall be subject to the Executive's execution and non-revocation of a mutual release substantially in the form attached hereto as Exhibit A; provided, however, that the Executive's obligation to execute such release shall be subject to the Company's execution and delivery to the Executive of such release in favor of the Executive. For purposes of this Section 5, if the purposes hereofDate of Termination occurs prior to the date that the Committee determines the amount of the Executive's Annual Bonus or Long-Term Incentive Compensation in respect of fiscal year 2005, the term "Reference Amount" shall mean an amount equal to one-third of the amount calculated Executive's Total Compensation shall be determined in clause V.A.1the discretion of the Committee, such that such Annual Bonus and Long-Term Incentive Compensation shall be consistent with the annual bonus and long-term incentive compensation in respect of fiscal year 2005 for other members of the Management Committee generally.

Good Reason; Other Than for Cause. IfExcept as provided in Section 4(b) below, if, during the Employment Period, the Company shall terminate the Executive's ’s employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: 1. (i) the Company shall pay to the Executive in a lump sum in cash within 5 ten days after of the Date of Termination Termination, or, with respect to the payments described in Sections 4(a)(i)(B) and (C), such other time described in Section 8(g), the aggregate of the following amounts: (a) A. the sum of (i1) the Executive's ’s accrued Annual Base Salary through the Date of Termination to the extent not theretofore paidTermination, (ii) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which 365 and (iii2) any compensation previously deferred unpaid annual bonus earned by the Executive with respect to the previous year, and (together with any accrued interest or earnings thereon3) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i1), (ii2) and (iii3) shall be hereinafter referred to as the "“Accrued Obligations"”); and (b) the amount equal to the product of (i) three and (ii) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and (c) B. an amount equal to the product average annualized payment the Executive received for the 3 years (or such shorter period during which the Executive has served as Senior Vice President and Chief Financial Officer of three times the higher Company) immediately preceding the Date of Termination under the Company’s Annual Incentive Program, multiplied by the number of days that have transpired during that fiscal year immediately prior to the Date of Termination, divided by 365; and C. an amount equal to 200% of the sum of (i) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate ’s Annual Base Salary immediately prior to the Date of Termination as those Plans were in effect and funded (ii) the average annualized payment the Executive received for the fiscal year 3 years (or such shorter period during which the Executive has served as Senior Vice President and Chief Financial Officer of the Company) immediately preceding the Date of Termination. For Termination under the purposes Company’s Annual Incentive Program (the “Severance Payment”). (ii) subject to the provisions of Section 8(g) hereof, to the term "Reference Amount" extent not theretofore paid or provided, the Company shall mean an amount equal timely pay or provide to one-third the Executive any other amounts or benefits, excluding any severance or separation pay or benefits, required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy, practice, contract or agreement of the amount calculated Company and its affiliated companies, including, without limitation, the vested benefit, if any, of the Executive under any qualified defined benefit or defined contribution retirement plan of the Company and its affiliated companies in clause V.A.1which the Executive participates, in accordance with the terms of such plan (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”); (iii) the Company shall continue to provide at its expense (on the same basis as at the Executive’s Date of Termination) for the continued participation of the Executive and, to the extent applicable, his family, in the Company’s medical, dental, vision and life insurance plans and programs, for a period of four months commencing with the Date of Termination; and (iv) upon request of the Executive, the Company shall provide outplacement services to the Executive for up to twelve months and up to an aggregate cost of $25,000.

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive's ExecutiveOs employment other than for Cause or Disability or the Executive shall terminate his employment for Good Reason: 1. , such termination shall constitute a breach of contract by the Company and during the period commencing on the date of such termination and ending on the fifth anniversary of the date hereof the Company shall, subject to the provisions of SectionE9.2 hereof: (i) continue to pay the Executive the salary provided in Section 3.1 hereof, payable monthly, at the same annual level as was payable to the Executive immediately prior to such termination; (ii) continue to provide the Employee with all of the benefits described in Section 3.3 hereof at the same levels as were provided to the Executive prior to such termination (except that no further stock options shall be granted); (iii) pay to the Executive in a lump sum in cash within 5 days after the Date of Termination the aggregate bonus on each anniversary of the following amounts: (a) date the sum of (i) the Executive's Annual Base Salary through the Date of Termination most recent bonus was paid to the extent not theretofore paid, (ii) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (prior to such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days termination in the current fiscal year through the Date of Termination, and the denominator of which 365 and (iii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i), (ii) and (iii) shall be hereinafter referred to as the "Accrued Obligations"); and (b) the amount equal to the product of (i) three and (ii) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and (c) an amount equal to the product of three times the higher of (i) the sum average amount of the amounts that would have been contributed bonuses paid to the Executive in the three calendar years preceding the calendar year wherein such termination occurs; (iv) continue to make contributions on behalf of the Executive to all pension, retirement, supplemental executive retirement and other plans and programs maintained by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate and in which the Executive was eligible participated prior to participate such termination equal to the amount of the largest contribution with respect to each such plan or program which the Company contributed on behalf of the Executive during any of the three calendar years preceding the calendar year wherein such termination occurs; (v) amend any documents which govern any unexercised stock options which were held by the Executive immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible termination of his employment to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and provide that all such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amountunexercised stock options, to the Company's Plans orextent not then exercisable, if highershall become immediately exercisable and not forfeited as a result of said termination of employment, the Plans of an Affiliate in which and that all such unexercised stock options shall continue to be exercisable by the Executive was eligible during the period of time from the date of such termination of employment to participate immediately prior and including the 90th day after the fifth anniversary of the date hereof; and (vi) be liable to the Date Executive for any and all other damages sustained by the Executive as a result of Termination as those Plans were in effect and funded for the fiscal year immediately preceding the Date any such breach of Termination. For the purposes hereof, the term "Reference Amount" shall mean an amount equal to one-third of the amount calculated in clause V.A.1contract.

Good Reason; Other Than for Cause. IfExcept as provided in Section 5(b) below, if, during or after the expiration of the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: 1. (i) the Company shall pay to the Executive in a lump sum in cash within 5 ten days after of the Date of Termination (or solely with respect to any payment to be made pursuant to Section 5(a)(i)(D) below, such other time as specified in Section 1 herein), the aggregate of the following amounts: (a) A. the sum of (i1) the Executive's accrued Annual Base Salary through the Date of Termination to the extent not theretofore paidTermination, (ii) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which 365 and (iii2) any compensation previously deferred unpaid annual bonus earned by the Executive with respect to the previous year, and (together with any accrued interest or earnings thereon3) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i1), (ii) 2), and (iii3) shall be hereinafter referred to as the "Accrued Obligations"); and (b) the B. an amount equal to the product payment the Executive would have received under the Company's Annual Incentive Program for the fiscal year of (i) three and (ii) such termination in accordance with Section 3(b)(ii), multiplied by the number of days that have transpired during that fiscal year immediately prior to the Date of Termination, divided by 365; and C. an amount equal to 200% of the sum of (xi) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and (c) an amount equal to the product of three times the higher of (i) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect and funded (ii) the average annualized payment the Executive received for the fiscal year 3 years (or such shorter period during which the Executive has served as Senior Vice President, General Counsel and Corporate Secretary) immediately preceding the Date of Termination. For Termination under the purposes Company's Annual Incentive Program (the "Severance Payment"); and D. any unpaid portion of the Emergence Bonus, if any, to be paid in the amount and in the manner defined in Section 1 herein. (ii) subject to the provisions of Sections (9)(f) hereof, to the term "Reference Amount" extent not theretofore paid or provided, the Company shall mean an amount equal timely pay or provide to one-third the Executive any other amounts or benefits, excluding any severance or separation pay or benefits, required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy, practice, contract or agreement of the amount calculated Company and its affiliated companies, including, without limitation, the vested benefit, if any, of the Executive under any qualified defined benefit or defined contribution retirement plan of the Company and its affiliated companies in clause V.A.1which the Executive participates, in accordance with the terms of such plan (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); (iii) the Company shall continue to provide at its expense (on the same basis as at the Executive's Date of Termination) for the continued participation of the Executive and, to the extent applicable, her family, in the Company's medical, dental, vision and life insurance plans and programs, for a period of four months commencing with the Date of Termination; and (iv) the Company shall provide the Executive with outplacement services during the twelve month period commencing on the Date of Termination up to an aggregate cost of $25,000.

Good Reason; Other Than for Cause. If, during the Employment Contract Period, (1) the Company shall terminate the Executive's ’s employment other than for Cause Cause, death or Disability or (2) the Executive shall terminate employment for Good Reason, then, subject to the Executive’s execution (within 45 days of the Date of Termination), and non-revocation, of a release of claims substantially in the form attached hereto as Exhibit B; provided that, if the Company does not countersign such release within 10 days after the delivery of such signed release to the Company by the Executive, then such release shall be null and void and the payments hereunder shall be made without regard to any requirement for a signed release: 1. (i) the Company shall pay to the Executive in a lump sum in cash within 5 days on the 60th day (except as specifically provided in Section 5(a)(i)(A)(2)) after the Date of Termination the aggregate of the following amounts: (a) A. the sum of (i1) the Executive's ’s accrued but unpaid Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned accrued but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year unused vacation pay through the Date of Termination, and (2) the denominator Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of which 365 and (iii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent Termination occurs if such bonus has not theretofore been paid (the sum as of the amounts described in clauses Date of Termination (i)at the time such Annual Bonus would otherwise have been paid) (together, (ii) and (iii) shall be hereinafter referred to as the "“Accrued Obligations"”); and (b) B. the amount equal to the product of (ix) three 1.0 (or, if the Date of Termination occurs within the six month period prior to or the two-year period following a Change of Control (as defined in Equity Incentive Plan), 1.5), and (iiy) the sum of (I) the Executive’s Annual Base Salary as of the Date of Termination and (II) the Target Bonus as of the Date of Termination; (ii) for 18 months following the Date of Termination (the “Benefits Period”), the Company shall provide the Executive and the Executive’s eligible dependents with medical (including vision and dental) benefits (the “Health Care Benefits”) equal to those that would have been provided to the Executive (and to any such dependent) in accordance with the plans, programs, practices and policies of the Company if the Executive’s employment had not been terminated; provided, however, that (x) the Executive's Annual Base Salary Executive shall pay the full premiums for access to the Health Care Benefits and (y) if the Highest Annual Bonus; and Executive becomes employed with another employer and is covered by another employer-sponsored plan providing substantially equivalent medical (cincluding vision and dental) an insurance benefits, the medical benefits described herein shall no longer be provided by the Company. The receipt of the Health Care Benefits shall be conditioned upon the Executive continuing to pay the Applicable COBRA Premium (as defined below). During the Benefits Period, the Company shall pay to the Executive a monthly amount (the “Monthly Payment”) equal to the product of three times the higher of (i) the sum Applicable COBRA Premium in respect of the amounts level of coverage that would have been contributed by the Company or any Affiliate based Executive elected, which payment shall be paid in advance on the Reference Amount (defined below) to first business day of each month, commencing with the month immediately following the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect and funded for the fiscal year immediately preceding the ’s Date of Termination. For purposes of this paragraph, “Applicable COBRA Premium” means the purposes hereof, the term "Reference Amount" shall mean an amount equal monthly premium in effect from time to one-third time for coverage provided to former employees of the amount calculated in clause V.A.1.Company under Section 4980B of the Code and the regulations thereunder with respect to a particular level of coverage (i.e., single, single plus one, or family); and

Good Reason; Other Than for Cause. If, during the Employment PeriodTerm, (1) the Company shall terminate the Executive's ’s employment other than for Cause Cause, death or Disability or (2) the Executive shall terminate employment for Good Reason: 1. (i) the Company shall pay to the Executive in a lump sum in cash within 5 60 days (except as specifically provided in Section 4(a)(i)(A)(3) and 4(a)(iii)) after the Date of Termination Termination, or if later, as provided in Section 6 below, the aggregate of the following amounts: (a) A. the sum of (i1) the Executive's ’s accrued but unpaid Annual Base Salary and any accrued but unused vacation pay through the Date of Termination to the extent not theretofore paidTermination, (ii2) the Executive’s business expenses that are reimbursable pursuant to Section 2(b)(vii) but have not been reimbursed by the Company as of the Date of Termination, subject to such deadline for payment set forth in such section, (3) the Executive’s Annual Bonus for the calendar year immediately preceding the calendar year in which the Date of Termination occurs if such bonus has been determined or earned but not paid as of the Date of Termination (at the time such Annual Bonus would otherwise have been paid), and (4) an amount equal to the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) Executive’s Additional Bonus multiplied by a fraction, the numerator of which is the number of days in the current fiscal year in which the Date of Termination occurs through the Date of Termination, Termination and the denominator of which is 365 and (iii) any compensation previously deferred by collectively, the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i), (ii) and (iii) shall be hereinafter referred to as the "“Accrued Obligations"”); and (b) B. the amount equal to the product of (ix) three two and (iiy) the sum of (xI) the Executive's ’s Annual Base Salary and (yII) the Highest Annual BonusAdditional Bonus (as defined below); and (cii) an amount equal for two years after the Executive’s Date of Termination, the Company shall continue medical and life insurance benefits to the product of three times the higher of Executive (i) the sum and, if applicable, to any dependents of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account Executive who received such benefits under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately his coverage prior to the Date of Termination Termination) at least equal to those that would have been provided to the Executive (and to any such dependent) in accordance with the plans, programs, practices and policies of the Company if the Executive’s employment had not been terminated; provided, that the Executive continues to make all required contributions; and (iii) all equity awards in the Parent held by the Executive (“Equity Awards”) shall vest as those Plans were in effect and funded if the Executive remained employed for the fiscal an additional year immediately preceding beyond the Date of Termination. For ; provided, that, with respect to the purposes hereofEquity Awards to be granted in accordance with Section 2(b)(iv), the term "Reference Amount" Executive shall mean vest in the Equity Awards to an amount equal extent no less than the Executive would have vested in such Equity Awards had the Executive remained employed for two years immediately following the date of grant under the applicable Equity Award. With respect to oneany Equity Awards which are stock options or stock appreciation rights, such Equity Awards shall remain exercisable until the later of one year after the date of termination and the original expiration date of such options or stock appreciation rights. Except with respect to payments and benefits under Sections 4(a)(i)(A)(l) and 4(a)(i)(A)(2) and 4(a)(iii), all payments and benefits to be provided under this Section 4(a) shall be subject to the Executive’s delivering to the Company, and not revoking, a signed release of claims substantially in the form of Exhibit A hereto within fifty-third two days following Executive’s Date of the amount calculated in clause V.A.1Termination.

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause Cause, including by reason of the Executive's death or Disability Disability, or the Executive shall terminate employment for Good Reason: 1. (i) the Company shall pay to the Executive in a lump sum in cash within 5 30 days after the Date of Termination the aggregate of the following amountsamounts set forth in clauses A and B below: (a) A. the sum of (i1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii2) the product of (x) the higher Total Compensation Guarantee (less any Annual Base Salary paid from January 1 of the year of termination through the Date of Termination and any Annual Base Salary payable pursuant to clause (I1) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus"above) and (y) a fractionfraction (the "Proration Fraction"), the numerator of which is the number of days in the current fiscal calendar year through the Date of Termination, and the denominator of which is 365 and (iii3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i1), (ii) 2), and (iii3) shall be hereinafter referred to as the "Accrued Obligations"); and (b) B. the amount equal to the product of (i1) three the number of years (including fractions thereof) remaining from the Date of Termination until the end of the Employment Period and (ii2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual BonusTotal Compensation Guarantee; and (cii) an amount equal to the product of three times the higher of (i) the sum any unpaid portion of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount Aggregate Base Payment shall become fully vested and immediately payable; (defined belowiii) to the Executive's account under (x) all of the Company's retirement plans, extent not theretofore paid or if higherprovided, the retirement plans of Company shall timely pay or provide to the Executive any Affiliate in other amounts or benefits required to be paid or provided or which the Executive was eligible is entitled to participate immediately prior to the Effective Date and (y) receive under any excess plan, program, policy or supplemental retirement plan in which the Executive was eligible to participate as practice or contract or agreement of the Effective Date Company and its affiliated companies but excluding payments pursuant to Section 2(b)(iii) and payments pursuant to severance plans (the "ERISA Excess Plan") (the ERISA Excess Plan such other amounts and such retirement plans, as amended, and any successor or replacement plans being benefits shall be hereinafter referred to as the "PlansOther Benefits") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect and funded for the fiscal year immediately preceding the Date of Termination. For the purposes hereof, the term "Reference Amount" shall mean an amount equal to one-third of the amount calculated in clause V.A.1).

Good Reason; Other Than for Cause. If, during the Employment Period, (1) the Company shall terminate the Executive's ’s employment other than for Cause Cause, death or Disability Disability, or (2) the Executive shall terminate employment for Good Reason: 1. (i) the Company shall pay to the Executive in a lump sum in cash within 5 30 days (except as specifically provided in Section 5(a)(i)(A)(3)) after the Date of Termination the aggregate of the following amounts; provided that, part or all of such lump sum payment shall be deferred until the six-month anniversary of the date of the Executive’s Separation from Service, if deferral to such anniversary date is required to comply with the provisions of Section 409A of the Code: (a) A. the sum of (i1) the Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year accrued vacation pay through the Date of Termination, and (2) the denominator Executive’s business expenses that are reimbursable pursuant to Section 3(b)(viii) but have not been reimbursed by the Company as of which 365 the Date of Termination, and (iii3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in each case to which the extent Date of Termination occurs if such bonus has been determined but not theretofore paid (the sum as of the amounts described in clauses Date of Termination (i), (ii) and (iii) shall be hereinafter referred to as at the "Accrued Obligations"time such Annual Bonus would otherwise have been paid); and (b) B. the amount equal to the product of (ix) three two and (iiy) the sum of (xI) the Executive's ’s Annual Base Salary and (yII) the Highest Annual Target Bonus; and (cii) an amount for two years after the Executive’s Date of Termination (the “Continuation Period”), the Company shall continue medical and life insurance benefits to the Executive and, if applicable, the Executive’s family at least equal to the product of three times the higher of (i) the sum of the amounts those that would have been contributed provided to them in accordance with the plans, programs, practices and policies of the Company if the Executive’s employment had not been terminated; provided, that the Executive continues to make all required contributions; provided, however, that, if the Executive becomes re-employed with another employer and is eligible to receive substantially equivalent health or life insurance benefits under another employer-provided plan, the health benefits or life insurance described herein, whichever is applicable, shall no longer be provided by the Company Company; and (iii) the 2004 Stock Option, the Effective Date Stock Option, the Restricted Stock Units, the Effective Date Restricted Stock Units, the Effective Date Restricted Stock and all other outstanding equity-based awards granted to the Executive on or any Affiliate based after the Effective Date shall continue to vest and, with respect to stock options and other awards that are not immediately exercisable, become exercisable pursuant to their respective terms on the Reference Amount applicable scheduled vesting dates, so long as the Executive complies with the provisions of Section 7 of this Agreement and any other applicable provisions of the applicable award agreement and the Incentive Plan (defined belowother than continued service). Subject to the immediately preceding sentence, all such awards shall remain exercisable by the Executive following vesting until the earlier of (A) eighteen months following the later to occur of (x) the applicable vesting date of such award or (y) the Executive’s Date of Termination or (B) the expiration of the scheduled term of such award, as applicable; and (iv) to the Executive's account under (x) all of the Company's retirement plans, extent not theretofore paid or if higherprovided, the retirement plans of Company shall timely pay or provide to the Executive any Affiliate in other amounts or benefits required to be paid or provided or which the Executive was is eligible to participate immediately prior to the Effective Date and receive under any plan, program, policy or practice or contract or agreement (yother than any severance plan, program, policy or practice or contract or agreement) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date Company and its affiliates (such amounts and benefits, the "ERISA Excess Plan"“Other Benefits”) (in accordance with the ERISA Excess Plan terms and normal procedures of each such retirement plansplan, as amendedprogram, and any successor policy or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate practice, based on the Reference Amount, to the Company's Plans or, if higher, the Plans of an Affiliate in which the Executive was eligible to participate immediately prior to the Date of Termination as those Plans were in effect and funded for the fiscal year immediately preceding accrued benefits through the Date of Termination. For Except with respect to payments and benefits under Sections 5(a)(i)(A)(1), 5(a)(i)(A)(2) and 5(a)(iv), all payments and benefits to be provided under this Section 5(a) shall be subject to the purposes hereof, Executive’s execution and non-revocation of a release substantially in the term "Reference Amount" shall mean an amount equal to one-third of the amount calculated in clause V.A.1.form attached hereto as Exhibit A.