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, death or Disability, or the Executive shall terminate employment for Good Reason or, if still available under Section 3(f), without reason during the Window Period. (i) The Company shall pay to the Executive in a lump sum in cash within fifteen calendar days after the Date of Termination the aggregate of the amounts set forth in clauses A, B and C below: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the greater of the highest bonus paid to or the target bonus in effect for the Executive with respect to the three years ending prior to the year in which the Date of Termination occurs (the "Minimum Bonus") and (y) a fraction, the numerator of which is the number of days in the current calendar year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); provided, however, that for purposes of this Section 4, Base Salary shall include any elective salary reductions in effect for the Executive under any tax qualified or non-qualified deferred compensation plan maintained by the Company; and B. the amount equal to the product of (1) and (2) where: (1) is (i) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (ii) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and where (2) is the sum of (x) the Executive's Annual Base Salary and (y) the Minimum Bonus; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's qualified defined benefit retirement plan or such other qualified defined benefit pension plan in which the Ex ecutive participates, if any (the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Commencement Date), and any excess or supplemental retirement plan in which the Executive participates (together, the "SERP") which the Executive would receive if the Executive's employment continued for the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation during the duration of the Employment Period 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 Date of Termination; provided, however, that such determination shall also take into account, to the extent applicable, any early retirement subsidy, based on the Executive's age, service or both, for the additional service and age that the Executive would have realized if he remained employed for the period described above in this subparagraph; (ii) any restricted stock, stock options and any other stock awards under the Stock Incentive Plan or any other Company sponsored plan or arrangement that were outstanding immediately prior to the Commencement Date ("Prior Stock Awards") shall become immediately vested and/or exercisable, as the case may be; (iii) for the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and 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, executive perquisites and Policies described in section 2(b)(v) of this Agreement if the Executive's employment had not been terminated or, it 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 for the duration of the Employment Period 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 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 "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, death or Disability, Cause or the Executive shall terminate employment for Good Reason or, if still available under Section 3(f), without reason during the Window Period.Reason: (i) The the Company shall pay to the Executive in a lump sum in cash within fifteen calendar 30 days after the Date of Termination the aggregate of the amounts set forth in clauses A, B and C belowfollowing amounts: A. the sum of (1) the Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior to the Date of Termination, (3) the product of (x) the greater of the highest bonus paid to or the target bonus in effect for the Executive with respect to the three years ending prior to the year in which the Date of Termination occurs (the "Minimum Bonus") Average Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current calendar fiscal year through the Date of Termination, and the denominator of which is 365 and (34) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (34) 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 for purposes that, if at the time of this Termination, Executive is a “specified employee” within the meaning of Section 4409A of the Internal Revenue Code, Base Salary as amended, then payments shall include any elective salary reductions in effect for not be made before the Executive under any tax qualified or non-qualified deferred compensation plan maintained by date which is six (6) months after the Companydate of separation from service with the Company (or, if earlier, the date of the Executive’s death); and B. the amount equal to the product of (1) one and one-half (1.50), and (2) where: (1) is (i) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (ii) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and where (2) is the sum of (x) the Executive's ’s Annual Base Salary and (y) the Minimum BonusHighest Annual Bonus (as hereinafter defined); and C. an amount equal to the excess of (aii) the actuarial equivalent of the benefit under the Company's qualified defined benefit retirement plan or such other qualified defined benefit pension plan in which the Ex ecutive participates, if any for eighteen (the "Retirement Plan"18) (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Commencement Date), and any excess or supplemental retirement plan in which the Executive participates (together, the "SERP") which the Executive would receive if months after the Executive's employment continued for the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the ’s Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation during the duration of the Employment Period 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 Date of Termination; provided, however, that such determination shall also take into account, to the extent applicable, any early retirement subsidy, based on the Executive's age, service or both, for the additional service and age that the Executive would have realized if he remained employed for the period described above in this subparagraph; (ii) any restricted stock, stock options and any other stock awards under the Stock Incentive Plan or any other Company sponsored plan or arrangement that were outstanding immediately prior to the Commencement Date ("Prior Stock Awards") shall become immediately vested and/or exercisable, as the case may be; (iii) for the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and 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 ’s family at least equal to those which would have been provided to them in accordance with the Welfare Plansplans, programs, practices, executive perquisites practices and Policies policies described in section 2(b)(vSection 4(b)(iv) of this Agreement if the Executive's ’s employment had not been terminated or, it 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 for the duration of the Employment Period until eighteen (18) months after the Date of Termination and to have retired on the last day of such period; (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 entitled eligible 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, companies (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 employment other than for Cause, death or Disability, or the Executive shall terminate employment for Good Reason or, if still available under Section 3(f), or without reason during the Window Period. (i) The Company shall pay to the Executive in a lump sum in cash within fifteen calendar days after the Date of Termination the aggregate of the amounts set forth in clauses A, B and C below: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the greater of the highest bonus paid to or the target bonus in effect for the Executive with respect to the three years ending prior to the year in which the Date of Termination occurs (the "Minimum Bonus") and (y) a fraction, the numerator of which is the number of days in the current calendar year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); provided, however, that for purposes of this Section 4, Base Salary shall include any elective salary reductions in effect for the Executive under any tax qualified or non-qualified deferred compensation plan maintained by the Company; and B. the amount equal to the product of (1) and (2) where: (1) is (i) three or, if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (ii) if the Date of Termination occurs prior to a Change in Controlless, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and where (2) is the sum of (x) the Executive's Annual Base Salary and (y) the Minimum Bonus; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's qualified defined benefit retirement plan or such other qualified defined benefit pension plan in which the Ex ecutive Executive participates, if any (the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Commencement Date), and any excess or supplemental retirement plan in which the Executive participates (together, the "SERPASERP") which the Executive Ex ecutive would receive if the Executive's employment continued for the period determined below: (1) if duration of the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation during the duration of the Employment Period 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 Date of Termination; provided, however, that such determination shall also take into account, to the extent applicable, any early retirement subsidy, based on the Executive's age, service or both, for the additional service and age that the Executive would have realized if he remained employed for the period described above in this subparagraph; (ii) any restricted stock, stock options and any other stock awards under the Restricted Stock Incentive Plan or any other Company sponsored plan or arrangement that were outstanding immediately prior to the Commencement Date ("Prior Stock Awards") shall become immediately vested and/or exercisable, as the case may be; (iii) for the period determined below: (1) if duration of the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and 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 welfare Plans, programs, practices, executive perquisites practices and Policies described in section 2(b)(v) of this Agreement if the Executive's employment had not been terminated or, it 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 for the duration of the Employment Period 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 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, 4 (such other amounts and benefits shall be hereinafter referred to as the "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, death or Disability, Disability or (2) the Executive shall terminate employment for Good Reason orReason, 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 still available under Section 3(f)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 reason during the Window Period.regard to any requirement for a signed release: (i) The the Company shall pay to the Executive in a lump sum in cash within fifteen calendar 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 amounts set forth in clauses A, B and C belowfollowing amounts: A. the sum of (1) 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, and (2) the product of (x) the greater of the highest bonus paid to or the target bonus in effect Executive’s Annual Bonus for the Executive with respect to fiscal year immediately preceding the three years ending prior to the fiscal year in which the Date of Termination occurs (the "Minimum Bonus") and (y) a fraction, the numerator if such bonus has not been paid as of which is the number of days in the current calendar year through the Date of TerminationTermination (at the time such Annual Bonus would otherwise have been paid) (together, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "“Accrued Obligations"”); provided, however, that for purposes of this Section 4, Base Salary shall include any elective salary reductions in effect for the Executive under any tax qualified or non-qualified deferred compensation plan maintained by the Company; and B. the amount equal to the product of (1x) and 1.0 (2) where: (1) is (i) or, if the Date of Termination occurs coincident with within the six month period prior to or after the two-year period following a Change of Control (as defined in Controlthe Primerica, Inc. 2010 Omnibus Incentive Plan), 1.5), and (y) the lesser sum of (a) three or (bI) the number Executive’s Annual Base Salary as of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (ii) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and where (2) is the sum of (xII) the Executive's Annual Base Salary and (y) the Minimum Bonus; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's qualified defined benefit retirement plan or such other qualified defined benefit pension plan in which the Ex ecutive participates, if any (the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Commencement Date), and any excess or supplemental retirement plan in which the Executive participates (together, the "SERP") which the Executive would receive if the Executive's employment continued for the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation during the duration of the Employment Period is the sum of the Annual Base Salary and Minimum Target 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 Date of Termination; provided, however, that such determination shall also take into account, to the extent applicable, any early retirement subsidy, based on the Executive's age, service or both, for the additional service and age that the Executive would have realized if he remained employed for the period described above in this subparagraph; (ii) any restricted stock, stock options and any other stock awards under the Stock Incentive Plan or any other Company sponsored plan or arrangement that were outstanding immediately prior to the Commencement Date ("Prior Stock Awards") shall become immediately vested and/or exercisable, as the case may be; (iii) for the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and 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, executive perquisites and Policies described in section 2(b)(v) of this Agreement if the Executive's employment had not been terminated or, it 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 for the duration of the Employment Period 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 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 "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, death or Disability, or the Executive shall terminate employment for Good Reason or, if still available under Section 3(f), without reason during the Window Period. (i) The Company shall pay to the Executive in a lump sum in cash within fifteen calendar days after the Date of Termination the aggregate of the amounts set forth in clauses A, B and C below: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the greater of the highest bonus paid to or the target bonus currently in effect for the Executive with respect or the average of the actual bonuses paid to the Executive for the three years ending prior to the year in which the Date of Termination occurs (the "Minimum Bonus") and (y) a fraction, the numerator of which is the number of days in the current calendar year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); provided, however, that for purposes of this Section 4, Annual Base Salary shall include any elective salary reductions in effect for the Executive under any tax qualified or non-qualified deferred compensation plan maintained by the Company; and B. the amount equal to the product of (1) and (2) where: (1) is (i) if the Date of Termination occurs coincident with or after a Change in Control, is the lesser of (a) three years or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) ), and (ii) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and where (2) is the sum of (x) the Executive's Annual Base Salary and (y) the Minimum Bonus; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's qualified defined benefit retirement plan or such other qualified defined benefit pension plan in which the Ex ecutive Executive participates, if any (the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Commencement Date), and any excess or supplemental retirement plan in which the Executive participates (together, the "SERP") which the Executive would receive if the Executive's employment continued for the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three years or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control), the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation during the duration of the Employment Period 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 Date of Termination; provided, however, that such determination shall also take into account, to the extent applicable, any early retirement subsidy, based on the Executive's age, service or both, for the additional service and age that the Executive would have realized if he the Executive remained employed for the period described above in this subparagraph; (ii) any restricted stock, stock options and any other stock awards under the Stock Incentive Plan or any other Company sponsored plan or arrangement that were outstanding immediately prior to the Commencement Date ("Prior Stock Awards") shall become immediately vested and/or exercisable, as the case may be; (iii) for the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, which is the lesser of (a) three years or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control), the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and 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, executive perquisites and Policies described in section Section 2(b)(v) of this Agreement if the Executive's employment had not been terminated or, it 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 for the duration of the Employment Period 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 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 "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, death or Disability, or the Executive shall terminate employment for Good Reason or, if still available under Section 3(f), or without reason during the Window Period. (i) The Company shall pay to the Executive in a lump sum in cash within fifteen calendar days after the Date of Termination the aggregate of the amounts set forth in clauses A, B and C below: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the greater of the highest bonus paid to or the target bonus in effect for the Executive with respect to the three years ending prior to the year in which the Date of Termination occurs (the "Minimum Bonus") and (y) a fraction, the numerator of which is the number of days in the current calendar year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); provided, however, that for purposes of -------- ------- this Section 4, Base Salary shall include any elective salary reductions in effect for the Executive under any tax qualified or non-qualified deferred compensation plan maintained by the Company; and B. the amount equal to the product of (1) and (2) where: (1) is (i) three or, if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (ii) if the Date of Termination occurs prior to a Change in Controlless, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and where (2) is the sum of (x) the Executive's Annual Base Salary and (y) the Minimum Bonus; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's qualified defined benefit retirement plan or such other qualified defined benefit pension plan in which the Ex ecutive Executive participates, if any (the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Commencement Date), and any excess or supplemental retirement plan in which the Executive participates (together, the "SERP") which the Executive would receive if the Executive's employment continued for the period determined below: (1) if duration of the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation during the duration of the Employment Period 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 Date of Termination; provided, however, that such determination shall also take into account, to the extent applicable, any early retirement subsidy, based on the Executive's age, service or both, for the additional service and age that the Executive would have realized if he remained employed for the period described above in this subparagraph; (ii) any restricted stock, stock options and any other stock awards under the Restricted Stock Incentive Plan or any other Company sponsored plan or arrangement that were outstanding immediately prior to the Commencement Date ("Prior Stock Awards") shall become immediately vested and/or exercisable, as the case may be; (iii) for the period determined below: (1) if duration of the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and 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 Planswelfare plans, programs, practices, executive perquisites practices and Policies policies described in section 2(b)(v) of this Agreement if the Executive's employment had not been terminated or, it 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 for the duration of the Employment Period 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 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, 4 (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").

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, death or Disability, Cause or the Executive shall terminate employment for Good Reason or, if still available under Section 3(f), without reason during the Window Period.Reason: (i) The the Company shall pay to the Executive in a lump sum in cash within fifteen calendar 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 amounts set forth in clauses A, B and C belowfollowing amounts: A. the sum of (1) the Executive's accrued Annual Base Salary through the Date of Termination to the extent not theretofore paidTermination, (2) the product of (x) the greater of the highest any annual bonus paid to or the target bonus in effect for earned by the Executive with respect to the three years ending prior to the year in which the Date of Termination occurs (the "Minimum Bonus") and (y) a fractionprevious year, the numerator of which is the number of days in the current calendar year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), ) and (3) shall be hereinafter referred to as the "Accrued Obligations"); provided, however, that for purposes of this Section 4, Base Salary shall include any elective salary reductions in effect for the Executive under any tax qualified or non-qualified deferred compensation plan maintained by the Company; and; B. the an amount equal to the product payment the Executive would have received under the Company's Annual Incentive Program for the fiscal year of (1) and (2) where: (1) is (i) if the Date of Termination occurs coincident such termination in accordance with or after a Change in ControlSection 3(b)(ii), the lesser of (a) three or (b) multiplied by the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (ii) if the Date of Termination occurs days that have transpired during that fiscal year immediately prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and where (2) is the sum of (x) the Executive's Annual Base Salary and (y) the Minimum Bonusdivided by 365; and C. an amount equal to 200% of the excess sum of (ai) the actuarial equivalent of the benefit under the CompanyExecutive's qualified defined benefit retirement plan or such other qualified defined benefit pension plan in which the Ex ecutive participates, if any (the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan Annual Base Salary immediately prior to the Commencement Date), and any excess or supplemental retirement plan in which the Executive participates (together, the "SERP") which the Executive would receive if the Executive's employment continued for the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and (ii) the Executive's attainment of age sixty-five average annualized payment the Executive received for the 3 years (65or such shorter period during which the Executive has served as Senior Vice President and President Performance Products) and (2) if immediately preceding the Date of Termination occurs prior to a Change in Control, under the number of years remaining in Company's Annual Incentive Program (the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and assuming for this purpose that all accrued benefits are fully vested, "Severance Payment"); and, assuming that the Executive's compensation during the duration D. any unpaid portion of the Employment Period 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)Emergence Bonus, if any, to be paid in the amount and in the manner defined herein in Attachment I; and E. the payments under the Retirement Plan and the SERP as of the Date of Termination; providedthis Section 5(a) shall be reduced by any amount due, however, that such determination shall also take into accountif any, to the extent applicable, any early retirement subsidy, based on the Executive's age, service or both, for the additional service and age that the Executive would have realized if he remained employed for the period described above in this subparagraph;as a result of such termination pursuant to Belgian law. (ii) any restricted stock, stock options and any other stock awards under the Stock Incentive Plan or any other Company sponsored plan or arrangement that were outstanding immediately prior subject to the Commencement Date ("Prior Stock Awards"provisions of Section 9(f) shall become immediately vested and/or exercisablehereof, as the case may be; (iii) for the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and 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, executive perquisites and Policies described in section 2(b)(v) of this Agreement if the Executive's employment had not been terminated or, it 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 for the duration of the Employment Period 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 benefits, excluding any severance or separation pay or benefits, required to be paid or provided or which the Executive is entitled eligible to receive under any plan, program, policy or practice or policy, practice, contract or agreement of the Company and its affiliated companies, excluding including, without limitation, the vested benefit, if any, of the Executive under any severance qualified defined benefit or defined contribution retirement plan or policy except to of the extent that such plan or policy providesCompany and its affiliated companies in which the Executive participates, in accordance with its terms, benefits with a value in excess the terms of the benefits payable to the Executive under this Section 4, 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, If the Company shall terminate the ExecutiveEmployee's employment during the Employment Period other than for Cause, Cause or death or Disability, disability or the Executive Employee shall terminate employment for Good Reason or, if still available under Section 3(f), without reason during the Window Period.Reason: (i) The the Company shall pay to the Executive Employee in a lump sum in cash within fifteen calendar 30 days after the Date of Termination the aggregate of the amounts set forth in clauses A, B and C belowfollowing amounts: A. the sum of (1) the ExecutiveEmployee's Annual then annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the greater of the highest annual bonus paid to or payable under the target Company's bonus in effect plans, 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), for the Executive with respect to the three years ending prior to the most recently completed fiscal year in which the Date of Termination occurs (the "Minimum Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current calendar fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive Employee (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); provided, however, that for purposes of this Section 4, Base Salary shall include any elective salary reductions in effect for the Executive under any tax qualified or non-qualified deferred compensation plan maintained by the Company; and B. the an amount equal to two times the product sum of (1) the Base Salary and (2) where: (1) is (i) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded Annual Bonus paid to the nearest twelfth (1/12th) of a Employee during the most recently completed fiscal year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and. (ii) if for 2 years after the Date of Termination occurs prior to a Change in Control, the number of years remaining in the ExecutiveEmployee's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and where (2) is the sum of (x) the Executive's Annual Base Salary and (y) the Minimum Bonus; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's qualified defined benefit retirement plan or such other qualified defined benefit pension plan in which the Ex ecutive participates, if any (the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Commencement Date), and any excess or supplemental retirement plan in which the Executive participates (together, the "SERP") which the Executive would receive if the Executive's employment continued for the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation during the duration of the Employment Period 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 Date of Termination; provided, however, that such determination shall also take into account, to the extent applicable, any early retirement subsidy, based on the Executive's age, service or both, for the additional service and age that the Executive would have realized if he remained employed for the period described above in this subparagraph; (ii) any restricted stock, stock options and any other stock awards under the Stock Incentive Plan or any other Company sponsored plan or arrangement that were outstanding immediately prior to the Commencement Date ("Prior Stock Awards") shall become immediately vested and/or exercisable, as the case may be; (iii) for the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and 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 Employee and/or the ExecutiveEmployee's family at least equal to those which would have been provided to them in accordance with the Welfare Plans, programs, practices, executive perquisites and Policies described in section 2(b)(v) of this Agreement if the ExecutiveEmployee's employment had not been terminated or, it if more favorable to the ExecutiveEmployee, 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 Employee 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 for the duration of the Employment Period after the Date of Termination and to have retired on the last day of such period; and; (iviii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive Employee any other amounts or benefits required to be paid or provided or which the Executive Employee 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, companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (iv) all unvested options to purchase shares of Common Stock of the Company then held by the Employee shall vest immediately.

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, death or Disability, or if the Executive shall terminate the Executive’s employment for Good Reason or, if still available under Section 3(f), without reason during the Window Period.Reason: (ia) The Company shall pay pay, or cause to be paid, to the Executive in a lump sum in cash within fifteen calendar days after the Date of Termination the aggregate sum of: (i) that portion of the amounts set forth in clauses A, B and C below: A. the sum of (1) the Executive's ’s Annual Base Salary through the Date of Termination to the extent earned but not theretofore paid, (2) the product of (x) the greater of the highest bonus previously paid to or the target bonus in effect for the Executive with respect to the three years ending prior to the year in which the Date of Termination occurs (the "Minimum Bonus") and (y) a fraction, the numerator of which is the number of days in the current calendar year 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 is 365 above; and (3iii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1i), (2ii), and (3iii) shall be hereinafter referred to as the "“Accrued Obligations"”); provided. The Accrued Obligations shall be paid on the regular payday following the Date of Termination. (b) Subject to Executive’s compliance with Section 5.3, howeverArticle 6 and Schedule B, that for purposes of this Section 4the Company shall pay, Base Salary shall include any elective salary reductions in effect for or cause to be paid, to the Executive under any tax qualified or non-qualified deferred compensation plan maintained by the Company; and B. the an amount equal to twelve (12) months’ Base Salary, plus payment of any performance bonus set forth in Section 3.2 above for performance periods completed prior to the product Date of Termination. Such amount shall generally be paid in cash in twelve (112) and equal monthly installments beginning within sixty (260) where: (1) is (i) if days after the Date of Termination occurs coincident with or after a Change such later date set forth in ControlSection 7.8. Notwithstanding the foregoing, if the severance benefit described in this Section 5.1(b) exceeds two (2) times the lesser of (a) three or (bi) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and ’s annual compensation or (ii) if the Date compensation limit in effect under Section 401(a)(17) of Termination occurs prior to a Change in Control, the number of years remaining in Code for the Executive's Employment Period at calendar year including the Date of Termination, rounded to any amounts not yet paid as of the nearest twelfth (1/12th) of “short-term deferral date” shall be paid in a year, and where (2) lump sum on the “short-term deferral date.” The “short-term deferral date” is the sum date that is two and one-half months after the end of the later of (xi) the Executive's Annual Base Salary and (y) the Minimum Bonus; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's qualified defined benefit retirement plan or such other qualified defined benefit pension plan in which the Ex ecutive participates, if any (the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Commencement Date), and any excess or supplemental retirement plan in which the Executive participates (together, the "SERP") which the Executive would receive if the Executive's employment continued for the period determined below: (1) if calendar year containing the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (bii) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at Company’s fiscal year containing the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation during the duration of the Employment Period 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 Date of Termination; provided, however, that such determination shall also take into account, to the extent applicable, any early retirement subsidy, based on the Executive's age, service or both, for the additional service and age that the Executive would have realized if he remained employed for the period described above in this subparagraph;. (iic) any restricted stock, stock options and any other stock awards under the Stock Incentive Plan or any other Company sponsored plan or arrangement that were outstanding immediately prior to the Commencement Date ("Prior Stock Awards") shall become immediately vested and/or exercisable, as the case may be; (iii) for the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and 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, executive perquisites and Policies described in section 2(b)(v) of this Agreement if the Executive's employment had not been terminated or, it 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 for the duration of the Employment Period after the Date of Termination and to have retired on the last day of such period; and (iv) to To the extent not theretofore paid or provided, Company (or Patheon, as the Company case may be) shall timely pay or provide 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 entitled eligible 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, 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 Contract Period, (1) the Company shall terminate the Executive's ’s employment other than for Cause, death or Disability, Disability or (2) the Executive shall terminate employment for Good Reason orReason, 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 still available under Section 3(f)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 reason during the Window Period.regard to any requirement for a signed release: (i) The the Company shall pay to the Executive in a lump sum in cash within fifteen calendar 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 amounts set forth in clauses A, B and C belowfollowing amounts: A. the sum of (1) 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, and (2) the product of (x) the greater of the highest bonus paid to or the target bonus in effect Executive’s Annual Bonus for the Executive with respect to fiscal year immediately preceding the three years ending prior to the fiscal year in which the Date of Termination occurs (the "Minimum Bonus") and (y) a fraction, the numerator if such bonus has not been paid as of which is the number of days in the current calendar year through the Date of TerminationTermination (at the time such Annual Bonus would otherwise have been paid) (together, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "“Accrued Obligations"”); provided, however, that for purposes of this Section 4, Base Salary shall include any elective salary reductions in effect for the Executive under any tax qualified or non-qualified deferred compensation plan maintained by the Company; and B. the amount equal to the product of (1x) and 1.0 (2) where: (1) is (i) or, if the Date of Termination occurs coincident with within the six month period prior to or after the two-year period following a Change of Control (as defined in Controlthe Primerica, Inc. 2010 Omnibus Incentive Plan), 1.5), and (y) the lesser sum of (a) three or (bI) the number Executive’s Annual Base Salary as of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (ii) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and where (2) is the sum of (xII) the Executive's Annual Base Salary and (y) the Minimum Bonus; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's qualified defined benefit retirement plan or such other qualified defined benefit pension plan in which the Ex ecutive participates, if any (the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Commencement Date), and any excess or supplemental retirement plan in which the Executive participates (together, the "SERP") which the Executive would receive if the Executive's employment continued for the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation during the duration of the Employment Period is the sum of the Annual Base Salary and Minimum Target 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 Date of Termination; provided, however, that such determination shall also take into account, to the extent applicable, any early retirement subsidy, based on the Executive's age, service or both, for the additional service and age that the Executive would have realized if he remained employed for the period described above in this subparagraph; (ii) any restricted stock, stock options and any other stock awards under the Stock Incentive Plan or any other Company sponsored plan or arrangement that were outstanding immediately prior to the Commencement Date ("Prior Stock Awards") shall become immediately vested and/or exercisable, as the case may be; (iii) for the period determined below: (1) if 18 months following the Date of Termination occurs coincident with or after a Change in Control, (the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy“Benefits Period”), the Company shall continue benefits to provide the Executive and/or and the Executive's family at least equal to those which would have been provided to them in accordance with the Welfare Plans, programs, practices, executive perquisites and Policies described in section 2(b)(v) of this Agreement if the Executive's employment had not been terminated or, it 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 ’s 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 for the duration of the Employment Period 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 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 "Other Benefits").dependents with

Good Reason; Other Than for Cause. If, during the Employment Periodthree (3) year period following a Change in Control, (X) the Company shall terminate terminates the Executive's Employee’s employment other than for Cause, death or Disabilitydeath, or Disability or (Y) the Executive shall terminate employment Employee resigns for Good Reason or, if still available under Section 3(f), without reason during the Window Period.Reason: (i1) The the Company shall pay to the Executive Employee (or the Employee’s estate or beneficiary, in a lump sum in cash within fifteen calendar days the event of the Employee’s death after the Date of Termination Termination), at the aggregate of time specified herein (except as otherwise provided by Section 13(d)), the amounts set forth in clauses A, B and C belowfollowing amounts: A. (A) a lump sum payment equal to the sum of (1i) two times the Executive's Annual Base Salary through Pay of the Employee plus (ii) two times the target annual Incentive Pay of the Employee, in lieu of any further payments to the Employee for periods subsequent to the Date of Termination (collectively, the “Severance Payment”), payable within six (6) business days following the Date of Termination, provided all conditions to payment have been satisfied; (B) the Company will pay you a lump sum amount, paid without 60 days of the Date of Termination of the annual incentive award at the grater of (i) target or (ii) actual performance, for the calendar year that includes the Date of Termination; provided such amount shall be adjusted on a prorated basis, (C) commencing on the Date of Termination and continuing until the earlier of (i) the expiration of the two year anniversary of the Date of Termination, (ii) the Employee’s death, or (iii) the Employee’s attainment of age 65 (such time period, the “Benefits Period”), the Company shall continue to provide the Employee (and the Employee’s eligible dependents and beneficiaries) with medical, dental, vision, and prescription drug benefits (collectively “health benefits”) and life insurance benefits substantially similar to those which the Employee was receiving or entitled to receive immediately prior to the Date of Termination (and if and to the extent that such benefits shall not theretofore paidor cannot be paid or provided under any policy, (2) the product of (x) the greater plan, program or arrangement of the highest bonus paid Company or its Subsidiaries solely in order to comply with applicable law or due to the target bonus in effect fact that the Employee is no longer an officer or employee of the Company and its Subsidiaries, then the Company shall itself pay or provide for the Executive with respect payment to the three years ending prior to Employee (and the Employee’s eligible dependents and beneficiaries) such health benefits and life insurance benefits). The Employee shall pay the cost, on an after-tax basis, for the continued health benefits coverage, on or about January 31 of the year following the year in which the Date of Termination occurs and continuing on or about each January 31 until January 31 of the year following the last year of the Benefits Period, and concurrently therewith (and no later than March 15 following each such January 31) the "Minimum Bonus"Company will make a lump sum payment to the Employee such that, after payment of all taxes incurred by the Employee as a result of the Employee’s receipt of the continued health benefits coverage and payment by the Company, the Employee retains an amount equal to the amount the Employee paid during the immediately preceding calendar year for the health benefits coverage described in this Section 6(a)(1)(B). Without otherwise limiting the purposes or effect of Section 7 hereof, benefits provided or payable to the Employee pursuant to this Section 6(a)(1)(B) and by reason of any “welfare benefit plan” of the Company (yas the term “welfare benefit plan” is defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) shall be reduced to the extent comparable welfare benefits are actually received by the Employee from another employer during the Benefits Period; and (D) a fractionlump sum payment in an amount equal to the additional benefits that the Employee would have accrued under each qualified or nonqualified pension, profit sharing, deferred compensation or supplemental plan maintained by the numerator Company for the Employee’s benefit had the Employee continued his or her employment with the Company for one additional year following his or her Date of which is Termination, provided that the number Employee was fully vested under such plans immediately prior to his or her Date of Termination, payable within six (6) business days in the current calendar year through following the Date of Termination, and provided all conditions to payment have been satisfied. Without limiting the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances to the extent not theretofore paid (the sum rights of the amounts described Employee at law or in clauses (1)equity, (2), if the Company fails to make any payment required to be made under Sections 4 and (3) shall be hereinafter referred to as the "Accrued Obligations"); provided, however, that for purposes 6 of this Section 4, Base Salary shall include any elective salary reductions in effect for the Executive under any tax qualified or non-qualified deferred compensation plan maintained by the Company; and B. the amount equal to the product of (1) and (2) where: (1) is (i) if the Date of Termination occurs coincident with or after Agreement on a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (ii) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and where (2) is the sum of (x) the Executive's Annual Base Salary and (y) the Minimum Bonus; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's qualified defined benefit retirement plan or such other qualified defined benefit pension plan in which the Ex ecutive participates, if any (the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Commencement Date), and any excess or supplemental retirement plan in which the Executive participates (together, the "SERP") which the Executive would receive if the Executive's employment continued for the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation during the duration of the Employment Period 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 Date of Termination; provided, however, that such determination shall also take into account, to the extent applicable, any early retirement subsidy, based on the Executive's age, service or both, for the additional service and age that the Executive would have realized if he remained employed for the period described above in this subparagraph; (ii) any restricted stock, stock options and any other stock awards under the Stock Incentive Plan or any other Company sponsored plan or arrangement that were outstanding immediately prior to the Commencement Date ("Prior Stock Awards") shall become immediately vested and/or exercisable, as the case may be; (iii) for the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and or such longer period as may be provided by the terms of the appropriate plan, program, practice or policytimely basis, the Company shall continue benefits pay interest on the amount thereof to the Executive and/or Employee until the Executive's family date such payment is made at least an annualized rate of interest equal to those which would have been provided to them in accordance with the Welfare Plans, programs, practices, executive perquisites and Policies described in section 2(b)(v) of this Agreement if the Executive's employment had not been terminated or, it 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 twelve percent (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 for the duration of the Employment Period 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 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 "Other Benefits"12%).

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause, death or Disability, or the Executive shall terminate his employment for Good Reason or, if still available under Section 3(f), without reason during the Window Period.Reason: (i) The the Company shall pay to the Executive in a lump sum in cash cash, within fifteen calendar 15 days after the Date of Termination Termination, the aggregate of the amounts set forth in clauses A, A and B and C below: A. the The sum of of: (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, Termination; (2) the product of (x) the greater of the highest "target" annual bonus paid to or the target bonus in effect for the Executive with respect to the three years ending prior to the year in which the Date of Termination occurs under Section 3(b) (the "Minimum Target Bonus") and (y) a fraction, the numerator of which is the number of days in the current calendar year through the Date of Termination, and the denominator of which is 365 and 365; and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances vacation pay; in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), ) and (3) shall be hereinafter referred to as the "Accrued Obligations"); provided, however, that for purposes of this Section 4, Base Salary shall include any elective salary reductions in effect for the Executive under any tax qualified or non-qualified deferred compensation plan maintained by the Company; and B. the amount equal to the product of (1) two and (2) where: (1) is (i) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (ii) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and where (2) is the sum of (x) the Executive's Annual Base Salary and (y) the Minimum Target Bonus; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's qualified defined benefit retirement plan or such other qualified defined benefit pension plan in which the Ex ecutive participates, if any (the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Commencement Date), and any excess or supplemental retirement plan in which the Executive participates (together, the "SERP") which the Executive would receive if the Executive's employment continued for the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation during the duration of the Employment Period 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 Date of Termination; provided, however, that such determination shall also take into account, to the extent applicable, any early retirement subsidy, based on the Executive's age, service or both, for the additional service and age that the Executive would have realized if he remained employed for the period described above in this subparagraph;. (ii) the Stock Award shall vest in accordance with 3(d)(ii); (iii) any restricted stockstock awards, other than the Stock Award, stock options and any options, stock appreciation rights or other stock equity-based awards under the Stock Incentive Plan or any other Company sponsored plan or arrangement that were outstanding immediately prior to the Commencement Date of Termination ("Prior Stock Equity Awards") shall remain outstanding and shall continue to vest and/or become immediately vested and/or exercisable, exercisable as though the case may be; (iii) for Executive's employment had not terminated until the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser later of (a) three or (bx) the number third anniversary of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and (y) 90 days from the date that a stock option or other award (or portion thereof) first becomes exercisable but in no event beyond the original term thereof, and the Company shall take all such actions as may be necessary to effectuate the foregoing; (iv) for two years after the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and 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 Planswelfare plans, programs, practices, executive perquisites practices and Policies policies described in section 2(b)(vSection 3(e) of this Agreement if the Executive's employment had not been terminated or, it 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, provided however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare dental benefits under another employer provided plan, the medical and other welfare 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 time of commencement of benefitsv) any compensation previously deferred (other than pursuant to a tax-qualified plan) by or on behalf of the Executive for retiree benefits pursuant to such plans(together with any accrued interest or earnings thereon), practiceswhether or not then vested, programs and policies, the Executive shall be considered to have remained employed for the duration of the Employment Period after become vested on the Date of Termination and shall be paid in accordance with the terms of the plan, policy or practice under which it was deferred; (vi) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services suitable to have retired on the last day of such periodExecutive's position for a period not to exceed two years with a nationally recognized outplacement firm; and, (ivvii) 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 or practice or policy, practice, contract or agreement of the Company and its affiliated companiescompanies (other than medical or dental benefits if the Executive is eligible for such benefits to be provided by a subsequent employer), including earned but unpaid stock and similar compensation but 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 "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, death or Disability, or if the Executive shall terminate the Executive’s employment for Good Reason or, if still available under Section 3(f), without reason during the Window Period.Reason: (ia) The Company shall pay pay, or cause to be paid, to the Executive in a lump sum in cash within fifteen calendar days after the Date of Termination the aggregate sum of: (i) that portion of the amounts set forth in clauses A, B and C below: A. the sum of (1) the Executive's ’s Annual Base Salary through the Date of Termination to the extent earned but not theretofore paid, (2) the product of (x) the greater of the highest bonus previously paid to or the target bonus in effect for the Executive with respect to the three years ending prior to the year in which the Date of Termination occurs (the "Minimum Bonus") and (y) a fraction, the numerator of which is the number of days in the current calendar year 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 is 365 above; and (3iii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1i), (2ii), and (3iii) shall be hereinafter referred to as the "“Accrued Obligations"”); provided. The Accrued Obligations shall be paid on the regular payday following the Date of Termination. (b) Subject to Executive’s compliance with Section 5.3, howeverArticle 6 and Schedule B, that for purposes of this Section 4the Company shall pay, Base Salary shall include any elective salary reductions in effect for or cause to be paid, to the Executive under any tax qualified or non-qualified deferred compensation plan maintained by the Company; and B. the an amount equal to the product Executive’s Annual Base Salary, plus payment of any performance bonus set forth in Section 3.2 above for performance periods completed prior to the Date of Termination. Such amount shall generally be paid in cash in twelve (112) and equal monthly installments beginning within sixty (260) where: (1) is (i) if days after the Date of Termination occurs coincident with or after a Change such later date set forth in ControlSection 7.8. Notwithstanding the foregoing, if the severance benefit described in this Section 5.1(b) exceeds two (2) times the lesser of (a) three or (bi) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and ’s annual compensation or (ii) if the Date compensation limit in effect under Section 401(a)(17) of Termination occurs prior to a Change in Control, the number of years remaining in Code for the Executive's Employment Period at calendar year including the Date of Termination, rounded to any amounts not yet paid as of the nearest twelfth (1/12th) of “short-term deferral date” shall be paid in a year, and where (2) lump sum on the “short-term deferral date.” The “short-term deferral date” is the sum date that is two and one-half months after the end of the later of (xi) the Executive's Annual Base Salary and (y) the Minimum Bonus; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's qualified defined benefit retirement plan or such other qualified defined benefit pension plan in which the Ex ecutive participates, if any (the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Commencement Date), and any excess or supplemental retirement plan in which the Executive participates (together, the "SERP") which the Executive would receive if the Executive's employment continued for the period determined below: (1) if calendar year containing the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (bii) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at Company’s fiscal year containing the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation during the duration of the Employment Period 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 Date of Termination; provided, however, that such determination shall also take into account, to the extent applicable, any early retirement subsidy, based on the Executive's age, service or both, for the additional service and age that the Executive would have realized if he remained employed for the period described above in this subparagraph;. (iic) any restricted stock, stock options and any other stock awards under the Stock Incentive Plan or any other Company sponsored plan or arrangement that were outstanding immediately prior to the Commencement Date ("Prior Stock Awards") shall become immediately vested and/or exercisable, as the case may be; (iii) for the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and 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, executive perquisites and Policies described in section 2(b)(v) of this Agreement if the Executive's employment had not been terminated or, it 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 for the duration of the Employment Period after the Date of Termination and to have retired on the last day of such period; and (iv) to To the extent not theretofore paid or provided, Company (or Patheon, as the Company case may be) shall timely pay or provide 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 entitled eligible 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, 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 Periodthree year period following a Change in Control, (X) the Company shall terminate terminates the Executive's Employee’s employment other than for Cause, death or Disabilitydeath, or Disability or (Y) the Executive shall terminate employment Employee resigns for Good Reason or, if still available under Section 3(f), without reason during the Window Period.Reason: (i1) The the Company shall pay to the Executive Employee (or the Employee’s estate or beneficiary, in the event of the Employee’s death), at the time specified herein, (except as otherwise provided by Section 14(d)), the following amounts: (A) a lump sum payment equal to the sum of (i) one times the Base Pay of the Employee plus (ii) one times the target annual bonus of the Employee, in cash within fifteen calendar days after lieu of any further payments to the Employee for periods subsequent to the Date of Termination (collectively, the aggregate “Severance Payment”), payable within five business days following the Date of the amounts set forth in clauses A, B and C below:Termination; A. the sum of (1B) the Executive's Annual Base Salary through commencing on the Date of Termination and continuing until the earlier of (i) the expiration of the first anniversary of the Date of Termination, (ii) the Employee’s death, or (iii) the Employee’s attainment of age 65 (such time period, the "Benefits Period"), the Company shall continue to provide the Employee with medical, dental, vision, and prescription drug benefits (collectively “health benefits”) and life insurance benefits substantially similar to those which the Employee was receiving or entitled to receive immediately prior to the Date of Termination (and if and to the extent that such benefits shall not theretofore paidor cannot be paid or provided under any policy, (2) the product of (x) the greater plan, program or arrangement of the highest bonus paid Company or its Subsidiaries solely due to the fact that the Employee is no longer an officer or employee of the target bonus in effect Company and its Subsidiaries, then the Company shall itself pay or provide for the Executive with respect payment to the three years ending prior to Employee, his dependents and beneficiaries, such health benefits and life insurance benefits). The Employee shall pay the cost, on an after-tax basis, for the continued health benefit coverage, on or about January 31 of the year following the year in which the Date of Termination occurs (and continuing on or about each January 31 until the "Minimum Bonus") and (y) a fraction, year following the numerator last year of which is the number of days in the current calendar year through the Date of TerminationBenefits Period, and concurrently therewith the denominator Company will make a payment to the Employee such that, after payment of which is 365 and (3) any compensation previously deferred all taxes incurred by the Executive (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances to the extent not theretofore paid (the sum Employee as a result of the amounts described in clauses (1), (2), Employee’s receipt of the continued health benefit coverage and (3) shall be hereinafter referred to as the "Accrued Obligations"); provided, however, that for purposes of this Section 4, Base Salary shall include any elective salary reductions in effect for the Executive under any tax qualified or non-qualified deferred compensation plan maintained payment by the Company; and B. the amount equal to the product of (1) and (2) where: (1) is (i) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (ii) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and where (2) is the sum of (x) the Executive's Annual Base Salary and (y) the Minimum Bonus; and C. Employee retains an amount equal to the excess amount the Employee paid during the immediately preceding calendar year for the health benefit coverage described in this Section 6(a)(1)(B). Without otherwise limiting the purposes or effect of (aSection 8 hereof, benefits payable to the Employee pursuant to this Section 6(a)(1)(B) the actuarial equivalent by reason of any "welfare benefit plan" of the Company (as the term "welfare benefit under plan" is defined in Section 3(1) of the Company's qualified defined benefit retirement plan or such other qualified defined benefit pension plan in which the Ex ecutive participatesEmployee Retirement Income Security Act of 1974, if any (the "Retirement Plan"as amended) (utilizing actuarial assumptions no less favorable shall be reduced to the Executive than those extent comparable welfare benefits are actually received by the Employee from another employer during the Benefits Period; (C) a lump sum payment in effect under the Company's Retirement Plan immediately prior an amount equal to the Commencement Date)additional benefits that the Employee would have accrued under each qualified or nonqualified pension, and any excess profit sharing, deferred compensation or supplemental retirement plan in which maintained by the Executive participates (together, the "SERP") which the Executive would receive if the Executive's employment continued Company for the period determined below: (1) if Employee’s benefit had the Employee continued his employment with the Company for one additional year following his Date of Termination occurs coincident with or after a Change in ControlTermination, assuming the lesser of (a) three or (b) the number of yearsEmployee was fully vested under such plans, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-payable within five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at business days following the Date of Termination, rounded to . Without limiting the nearest twelfth (1/12th) of a year, and assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation during the duration rights of the Employment Period is the sum of the Annual Base Salary and Minimum Bonus over (b) the actuarial equivalent of the Executive's actual benefit (paid Employee at law or payable)in equity, if any, the Company fails to make any payment required to be made under the Retirement Plan Sections 4 and the SERP as 6 of the Date of Termination; provided, however, that such determination shall also take into account, to the extent applicable, any early retirement subsidy, based this Agreement on the Executive's age, service or both, for the additional service and age that the Executive would have realized if he remained employed for the period described above in this subparagraph; (ii) any restricted stock, stock options and any other stock awards under the Stock Incentive Plan or any other Company sponsored plan or arrangement that were outstanding immediately prior to the Commencement Date ("Prior Stock Awards") shall become immediately vested and/or exercisable, as the case may be; (iii) for the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and or such longer period as may be provided by the terms of the appropriate plan, program, practice or policytimely basis, the Company shall continue benefits to pay interest on the Executive and/or the Executive's family amount thereof at least an annualized rate of interest equal to those which would have been provided to them in accordance with the Welfare Plans, programs, practices, executive perquisites and Policies described in section 2(b)(v) of this Agreement if the Executive's employment had not been terminated or, it 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 twelve percent (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 for the duration of the Employment Period 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 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 "Other Benefits"12%).

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause, death or Disability, or the Executive shall terminate employment for Good Reason or, if still available under Section 3(f), without reason during the Window Period. (i) The Company shall pay to the Executive in a lump sum in cash within fifteen calendar days after the Date of Termination the aggregate of the amounts set forth in clauses A, B and C below: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the greater of the highest bonus paid to or the target bonus in effect for the Executive with respect to the three years ending prior to the year in which the Date of Termination occurs (the "Minimum Bonus") and (y) a fraction, the numerator of which is the number of days in the current calendar year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances to the extent not theretofore paid (the sum of the amounts described in clauses clauses (1), ) (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); provided, however, that for purposes of this Section 4, Base Salary shall include any elective salary reductions in effect for the Executive under any tax qualified or non-qualified deferred compensation plan maintained by the Company; and B. the amount equal to the product of (1) and (2) where: (1) is (i) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (ii) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and where (2) is the sum of (x) the Executive's Annual Base Salary and (y) the Minimum Bonus; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's qualified defined benefit retirement plan or such other qualified defined benefit pension plan in which the Ex ecutive Executive participates, if any (the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Commencement Date), and any excess or supplemental retirement plan in which the Executive participates (together, the "SERP") which the Executive would receive if the Executive's employment continued for the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation during the duration of the Employment Period 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 Date of Termination; provided, however, that such determination shall also take into account, to the extent applicable, any early retirement subsidy, based on the Executive's age, service or both, for the additional service and age that the Executive would have realized if he remained employed for the period described above in this subparagraph; (ii) any restricted stock, stock options and any other stock awards under the Stock Incentive Plan or any other Company sponsored plan or arrangement that were outstanding immediately prior to the Commencement Date ("Prior Stock Awards") shall become immediately vested and/or exercisable, as the case may be; (iii) for the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and 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, executive perquisites and Policies described in section 2(b)(v) of this Agreement if the Executive's employment had not been terminated or, it 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 for the duration of the Employment Period 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 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 "Other Benefits").

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, death or Disability, or if the Executive shall terminate the Executive’s employment for Good Reason or, if still available under Section 3(f), without reason during the Window Period.Reason: (ia) The Company Corporation shall pay pay, or cause to be paid, to the Executive in a lump sum in cash within fifteen calendar days after the Date of Termination the aggregate of the amounts set forth in clauses A, B and C below: A. the sum of of: (1i) the Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the greater of the highest bonus paid to or the target bonus in effect for the Executive with respect to the three years ending prior to the year in which the Date of Termination occurs (the "Minimum Bonus") and (y) a fraction, the numerator of which is the number of days in the current calendar year through the Date of Termination, and the denominator of which is 365 and (3ii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), i) and (3ii) shall be hereinafter referred to as the "“Accrued Obligations"”); provided. The Accrued Obligations shall be paid within 30 days after the Date of Termination. (b) The Corporation shall pay, howeveror cause to be paid, that for purposes of this Section 4, Base Salary shall include any elective salary reductions in effect for to the Executive under any tax qualified or non-qualified deferred compensation plan maintained by the Company; and B. the an amount equal to the product Executive’s Annual Base Salary plus an amount determined by the Board of (1) and (2) where: (1) is (i) if 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 coincident with occurs. Such amount shall generally be paid in cash in twelve equal monthly installments beginning within 60 days after the Date of Termination or after a Change such later date set forth in ControlSection 7.8. Notwithstanding the foregoing, if the severance benefit described in this Section 5.1(b) exceeds two times the lesser of (a) three or (bi) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and ’s annual compensation or (ii) if the Date compensation limit in effect under Section 401(a)(17) of Termination occurs prior to a Change in Control, the number of years remaining in Code for the Executive's Employment Period at calendar year including the Date of Termination, rounded to any amounts not yet paid as of the nearest twelfth (1/12th) of “short-term deferral date” shall be paid in a year, and where (2) lump sum on the “short-term deferral date.” The “short-term deferral date” is the sum date that is two and one-half months after the end of the later of (xi) the Executive's Annual Base Salary and (y) the Minimum Bonus; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's qualified defined benefit retirement plan or such other qualified defined benefit pension plan in which the Ex ecutive participates, if any (the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Commencement Date), and any excess or supplemental retirement plan in which the Executive participates (together, the "SERP") which the Executive would receive if the Executive's employment continued for the period determined below: (1) if calendar year containing the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (bii) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at Company’s fiscal year containing the Date of Termination, rounded . Such payment shall be paid to the nearest twelfth (1/12th) of a year, and assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation during the duration of the Employment Period 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 Executive within 30 days after the Date of Termination; provided, however, that such determination shall also take into account, to the extent applicable, any early retirement subsidy, based on the Executive's age, service or both, for the additional service and age that the Executive would have realized if he remained employed for the period described above in this subparagraph;. (iic) any restricted stock, stock options and any other stock awards under the Stock Incentive Plan or any other Company sponsored plan or arrangement that were outstanding immediately prior to the Commencement Date ("Prior Stock Awards") shall become immediately vested and/or exercisable, as the case may be; (iii) for the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and 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, executive perquisites and Policies described in section 2(b)(v) of this Agreement if the Executive's employment had not been terminated or, it 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 for the duration of the Employment Period after the Date of Termination and to have retired on the last day of such period; and (iv) to To the extent not theretofore paid or provided, the Company Affiliated Group shall timely pay or provide 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 entitled eligible 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, Affiliated 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 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 a period of (12) months from 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 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 employment other than for Cause, death or Disability, or the Executive shall terminate employment for Good Reason or, if still available under Section 3(f), without reason during the Window Period. (i) The Company shall pay to the Executive in a lump sum in cash within fifteen calendar days after the Date of Termination the aggregate of the amounts set forth in clauses A, B and C below: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the greater of the highest bonus paid to or the target bonus in effect for the Executive with respect to the three years ending prior to the year in which the Date of Termination occurs (the "Minimum Bonus") and (y) a fraction, the numerator of which is the number of days in the current calendar year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); provided, however, that for purposes of this Section 4, Base Salary shall include any elective salary reductions in effect for the Executive under any tax qualified or non-qualified deferred compensation plan maintained by the Company; and B. the amount equal to the product of (1) and (2) where: (1) is (i) three or, if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (ii) if the Date of Termination occurs prior to a Change in Controlless, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and where (2) is the sum of (x) the Executive's Annual Base Salary and (y) the Minimum Bonus; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's qualified defined benefit retirement plan or such other qualified defined benefit pension plan in which the Ex ecutive Executive participates, if any (the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Commencement Date), and any excess or supplemental retirement plan in which the Executive participates (together, the "SERP") which the Executive Ex ecutive would receive if the Executive's employment continued for the period determined below: (1) if duration of the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation during the duration of the Employment Period 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 Date of Termination; provided, however, that such determination shall also take into account, to the extent applicable, any early retirement subsidy, based on the Executive's age, service or both, for the additional service and age that the Executive would have realized if he remained employed for the period described above in this subparagraph; (ii) any restricted stock, stock options and any other stock awards under the Restricted Stock Incentive Plan or any other Company sponsored plan or arrangement that were outstanding immediately prior to the Commencement Date ("Prior Stock Awards") shall become immediately vested and/or exercisable, as the case may be; (iii) for the period determined below: (1) if duration of the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and 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 welfare Plans, programs, practices, executive perquisites practices and Policies described in section 2(b)(v) of this Agreement if the Executive's employment had not been terminated or, it 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 for the duration of the Employment Period 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 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, 4 (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").

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, death or Disability, or if the Executive shall terminate the Executive’s employment for Good Reason or, if still available under Section 3(f), without reason during the Window Period.Reason: (ia) The Company Corporation shall pay pay, or cause to be paid, to the Executive in a lump sum in cash within fifteen calendar days after the Date of Termination the aggregate of the amounts set forth in clauses A, B and C below: A. the sum of of: (1i) the Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the greater of the highest bonus paid to or the target bonus in effect for the Executive with respect to the three years ending prior to the year in which the Date of Termination occurs (the "Minimum Bonus") and (y) a fraction, the numerator of which is the number of days in the current calendar year through the Date of Termination, and the denominator of which is 365 and (3ii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), i) and (3ii) shall be hereinafter referred to as the "“Accrued Obligations"”); provided. The Accrued Obligations shall be paid within 30 days after the Date of Termination. (b) The Corporation shall pay, howeveror cause to be paid, that for purposes of this Section 4, Base Salary shall include any elective salary reductions in effect for to the Executive under any tax qualified or non-qualified deferred compensation plan maintained by the Company; and B. the an amount equal to six months worth of the product Executive’s Annual Base Salary plus an amount determined by the Board of (1) and (2) where: (1) is (i) if 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 coincident with occurs. Such amount shall generally be paid in cash in six equal monthly installments beginning within 60 days after the Date of Termination or after a Change such later date set forth in ControlSection 7.8. Notwithstanding the foregoing, if the severance benefit described in this Section 5.1(b) exceeds two times the lesser of (a) three or (bi) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and ’s annual compensation or (ii) if the Date compensation limit in effect under Section 401(a)(17) of Termination occurs prior to a Change in Control, the number of years remaining in Code for the Executive's Employment Period at calendar year including the Date of Termination, rounded to any amounts not yet paid as of the nearest twelfth (1/12th) of “short-term deferral date” shall be paid in a year, and where (2) lump sum on the “short-term deferral date.” The “short-term deferral date” is the sum date that is two and one-half months after the end of the later of (xi) the Executive's Annual Base Salary and (y) the Minimum Bonus; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's qualified defined benefit retirement plan or such other qualified defined benefit pension plan in which the Ex ecutive participates, if any (the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Commencement Date), and any excess or supplemental retirement plan in which the Executive participates (together, the "SERP") which the Executive would receive if the Executive's employment continued for the period determined below: (1) if calendar year containing the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (bii) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at Company’s fiscal year containing the Date of Termination, rounded . Such payment shall be paid to the nearest twelfth (1/12th) of a year, and assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation during the duration of the Employment Period 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 Executive within 30 days after the Date of Termination; provided, however, that such determination shall also take into account, to the extent applicable, any early retirement subsidy, based on the Executive's age, service or both, for the additional service and age that the Executive would have realized if he remained employed for the period described above in this subparagraph;. (iic) any restricted stock, stock options and any other stock awards under the Stock Incentive Plan or any other Company sponsored plan or arrangement that were outstanding immediately prior to the Commencement Date ("Prior Stock Awards") shall become immediately vested and/or exercisable, as the case may be; (iii) for the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and 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, executive perquisites and Policies described in section 2(b)(v) of this Agreement if the Executive's employment had not been terminated or, it 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 for the duration of the Employment Period after the Date of Termination and to have retired on the last day of such period; and (iv) to To the extent not theretofore paid or provided, the Company Affiliated Group shall timely pay or provide 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 entitled eligible 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, Affiliated 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 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 a period of (12) months from 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 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, If the Company shall terminate the Executive's employment other than for Cause, death or Disability, or if the Executive shall terminate the Executive's employment for Good Reason or, if still available under Section 3(f), without reason during the Window Period.Reason: (ia) The Company shall pay pay, or cause to be paid, to the Executive in a lump sum in cash within fifteen calendar days after the Date of Termination the aggregate of the amounts set forth in clauses A, B and C below: A. the sum of: (i) that portion of (1) the Executive's Annual Base Salary through the Date of Termination to the extent earned but not theretofore paid, (2) the product of (x) the greater of the highest bonus previously paid to or the target bonus in effect for the Executive with respect to the three years ending prior to the year in which the Date of Termination occurs (the "Minimum Bonus") and (y) a fraction, the numerator of which is the number of days in the current calendar year 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 is 365 above; and (3iii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1i), (2ii), and (3iii) shall be hereinafter referred to as the "Accrued Obligations"); provided. The Accrued Obligations shall be paid on the regular payday following the Date of Termination. (b) Subject to Executive's compliance with Section 5.3, howeverArticle 6 and Schedule B, that for purposes of this Section 4the Company shall pay, Base Salary shall include any elective salary reductions in effect for or cause to be paid, to the Executive under any tax qualified or non-qualified deferred compensation plan maintained by the Company; and B. the an amount equal to the product of Executive's Annual Base Salary. Such amount shall generally be paid in cash in twelve (112) and equal monthly installments beginning within sixty (260) where: (1) is (i) if days after the Date of Termination occurs coincident with or after a Change such later date set forth in ControlSection 7.8. Notwithstanding the foregoing, if the severance benefit described in this Section 5.1(b) exceeds two (2) times the lesser of (ai) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and annual compensation or (ii) if the Date compensation limit in effect under Section 401(a)(17) of Termination occurs prior to a Change in Control, the number of years remaining in Code for the Executive's Employment Period at calendar year including the Date of Termination, rounded to any amounts not yet paid as of the nearest twelfth (1/12th) of “short-term deferral date” shall be paid in a year, and where (2) lump sum on the “short-term deferral date.” The “short-term deferral date” is the sum date that is two and one-half months after the end of the later of (xi) the Executive's Annual Base Salary and (y) the Minimum Bonus; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's qualified defined benefit retirement plan or such other qualified defined benefit pension plan in which the Ex ecutive participates, if any (the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Commencement Date), and any excess or supplemental retirement plan in which the Executive participates (together, the "SERP") which the Executive would receive if the Executive's employment continued for the period determined below: (1) if calendar year containing the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (bii) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the ExecutiveCompany's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at fiscal year containing the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation during the duration of the Employment Period 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 Date of Termination; provided, however, that such determination shall also take into account, to the extent applicable, any early retirement subsidy, based on the Executive's age, service or both, for the additional service and age that the Executive would have realized if he remained employed for the period described above in this subparagraph;. (iic) any restricted stock, stock options and any other stock awards under the Stock Incentive Plan or any other Company sponsored plan or arrangement that were outstanding immediately prior to the Commencement Date ("Prior Stock Awards") shall become immediately vested and/or exercisable, as the case may be; (iii) for the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and 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, executive perquisites and Policies described in section 2(b)(v) of this Agreement if the Executive's employment had not been terminated or, it 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 for the duration of the Employment Period after the Date of Termination and to have retired on the last day of such period; and (iv) to To the extent not theretofore paid or provided, Company (or Patheon, as the Company case may be) shall timely pay or provide 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 entitled eligible 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, 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, death or Disability, Cause or the Executive shall terminate employment for Good Reason or, if still available under Section 3(f), without reason during the Window Period.Reason: (i) The the Company shall pay to the Executive in a lump sum in cash within fifteen calendar ten days after of the Date of Termination the aggregate of the amounts set forth in clauses A, B and C belowfollowing amounts: A. the sum of (1) the Executive's accrued Annual Base Salary through the Date of Termination to the extent not theretofore paidTermination, (2) the product of (x) the greater of the highest any annual bonus paid to or the target bonus in effect for earned by the Executive with respect to the three years ending prior to the year in which the Date of Termination occurs (the "Minimum Bonus") and (y) a fractionprevious year, the numerator of which is the number of days in the current calendar year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), ) and (3) shall be hereinafter referred to as the "Accrued Obligations"); provided, however, that for purposes of this Section 4, Base Salary shall include any elective salary reductions in effect for the Executive under any tax qualified or non-qualified deferred compensation plan maintained by the Company; and B. the an amount equal to the product 200% of (1) and (2) where: (1) is (i) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (ii) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and where (2) is the sum of (x) the Executive's Annual Base Salary and (y) the Minimum Bonus; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's qualified defined benefit retirement plan or such other qualified defined benefit pension plan in which the Ex ecutive participates, if any (the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Commencement Date), and any excess or supplemental retirement plan in which the Executive participates (together, the "SERP") which the Executive would receive if the Executive's employment continued for the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, (the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation during the duration of the Employment Period 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"Severance Payment"), if any, under the Retirement Plan and the SERP as of the Date of Termination; provided, however, that such determination shall also take into account, to the extent applicable, any early retirement subsidy, based on the Executive's age, service or both, for the additional service and age that the Executive would have realized if he remained employed for the period described above in this subparagraph;. (ii) any restricted stock, stock options and any other stock awards under the Stock Incentive Plan or any other Company sponsored plan or arrangement that were outstanding immediately prior subject to the Commencement Date ("Prior Stock Awards"provisions of Section 9(f) shall become immediately vested and/or exercisablehereof, as the case may be; (iii) for the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and 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, executive perquisites and Policies described in section 2(b)(v) of this Agreement if the Executive's employment had not been terminated or, it 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 for the duration of the Employment Period 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 benefits, excluding any severance or separation pay or benefits, required to be paid or provided or which the Executive is entitled eligible to receive under any plan, program, policy or practice or policy, practice, contract or agreement of the Company and its affiliated companies, excluding including, without limitation, the vested benefit, if any, of the Executive under any severance qualified defined contribution retirement plan or policy except to of the extent that such plan or policy providesCompany and its affiliated companies in which the Executive participates, in accordance with its terms, benefits with a value in excess the terms of the benefits payable to the Executive under this Section 4, such plan (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); (iii) the Company shall continue to provide (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 basic 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, If the Company shall terminate the Executive's employment other than for Cause, death or Disability, or if the Executive shall terminate the Executive's employment for Good Reason or, if still available under Section 3(f), without reason during the Window Period.Reason: (ia) The Company shall pay pay, or cause to be paid, to the Executive in a lump sum in cash within fifteen calendar days after the Date of Termination the aggregate of the amounts set forth in clauses A, B and C below: A. the sum of: (i) that portion of (1) the Executive's Annual Base Salary through the Date of Termination to the extent earned but not theretofore paid, (2) the product of (x) the greater of the highest bonus previously paid to or the target bonus in effect for the Executive with respect to the three years ending prior to the year in which the Date of Termination occurs (the "Minimum Bonus") and (y) a fraction, the numerator of which is the number of days in the current calendar year 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 is 365 above; and (3iii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1i), (2ii), and (3iii) shall be hereinafter referred to as the "Accrued Obligations"); provided. The Accrued Obligations shall be paid on the regular payday following the Date of Termination. (b) Subject to Executive's compliance with Section 5.3, howeverArticle 6 and Schedule B, that for purposes of this Section 4the Company shall pay, Base Salary shall include any elective salary reductions in effect for or cause to be paid, to the Executive under any tax qualified or non-qualified deferred compensation plan maintained by the Company; and B. the an amount equal to twelve (12) months' Base Salary, plus payment of any performance bonus set forth in Section 3.2 above for performance periods completed prior to the product Date of Termination. Such amount shall generally be paid in cash in twelve (112) and equal monthly installments beginning within sixty (260) where: (1) is (i) if days after the Date of Termination occurs coincident with or after a Change such later date set forth in ControlSection 7.8. Notwithstanding the foregoing, if the severance benefit described in this Section 5.1(b) exceeds two (2) times the lesser of (ai) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and annual compensation or (ii) if the Date compensation limit in effect under Section 401(a)(17) of Termination occurs prior to a Change in Control, the number of years remaining in Code for the Executive's Employment Period at calendar year including the Date of Termination, rounded to any amounts not yet paid as of the nearest twelfth (1/12th) of “short-term deferral date” shall be paid in a year, and where (2) lump sum on the “short-term deferral date.” The “short-term deferral date” is the sum date that is two and one-half months after the end of the later of (xi) the Executive's Annual Base Salary and (y) the Minimum Bonus; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's qualified defined benefit retirement plan or such other qualified defined benefit pension plan in which the Ex ecutive participates, if any (the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Commencement Date), and any excess or supplemental retirement plan in which the Executive participates (together, the "SERP") which the Executive would receive if the Executive's employment continued for the period determined below: (1) if calendar year containing the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (bii) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the ExecutiveCompany's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at fiscal year containing the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation during the duration of the Employment Period 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 Date of Termination; provided, however, that such determination shall also take into account, to the extent applicable, any early retirement subsidy, based on the Executive's age, service or both, for the additional service and age that the Executive would have realized if he remained employed for the period described above in this subparagraph;. (iic) any restricted stock, stock options and any other stock awards under the Stock Incentive Plan or any other Company sponsored plan or arrangement that were outstanding immediately prior to the Commencement Date ("Prior Stock Awards") shall become immediately vested and/or exercisable, as the case may be; (iii) for the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and 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, executive perquisites and Policies described in section 2(b)(v) of this Agreement if the Executive's employment had not been terminated or, it 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 for the duration of the Employment Period after the Date of Termination and to have retired on the last day of such period; and (iv) to To the extent not theretofore paid or provided, Company (or Patheon, as the Company case may be) shall timely pay or provide 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 entitled eligible 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, 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, If during the Employment Period, Period (1) the Company shall terminate the Executive's Employee’s employment other than for Cause, death or Disability, or (2) the Executive Employee shall terminate the Employee’s employment for Good Reason or, if still available under Section 3(f), without reason during the Window Period.Reason: (i) The Company shall pay to the Executive Employee in a lump sum in cash within fifteen calendar 30 days after the Date of Termination the aggregate of the amounts set forth in clauses A, B and C belowfollowing amounts: A. the Accrued Amounts; and B. an amount equal to: (1) in the event such termination occurs at any time other than a Change of Control Period, the sum of (1i) the Executive's Employee’s Annual Base Salary through at the Date of Termination to and (ii) the extent not theretofore paid, Target Bonus; or (2) in the event such termination occurs during or at the end of a Change of Control Period, the product of (x) the greater of the highest bonus paid to or the target bonus in effect for the Executive with respect to the three years ending prior to the year in which the Date of Termination occurs (the "Minimum Bonus") Three and (y) a fraction, the numerator of which is the number of days in the current calendar year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); provided, however, that for purposes of this Section 4, Base Salary shall include any elective salary reductions in effect for the Executive under any tax qualified or non-qualified deferred compensation plan maintained by the Company; and B. the amount equal to the product of (1) and (2) where: (1) is (i) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (ii) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and where (2) is the sum of (xi) the Executive's Employee’s Annual Base Salary and (yii) the Minimum Highest Annual Bonus; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's qualified defined benefit retirement plan or such other qualified defined benefit pension plan in which the Ex ecutive participates, if any (the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Commencement Date), and any excess or supplemental retirement plan in which the Executive participates (together, the "SERP") which the Executive would receive if the Executive's employment continued for the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation during the duration of the Employment Period 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 Date of Termination; provided, however, that such determination shall also take into account, to the extent applicable, any early retirement subsidy, based on the Executive's age, service or both, for the additional service and age that the Executive would have realized if he remained employed for the period described above in this subparagraph;. (ii) any restricted stock, stock options and any other stock awards under the Stock Incentive Plan or any other Company sponsored plan or arrangement that were outstanding immediately prior to the Commencement Date ("Prior Stock Awards") shall become immediately vested and/or exercisable, as the case may be; (iii) for the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and 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, executive perquisites and Policies described in section 2(b)(v) of this Agreement if the Executive's employment had not been terminated or, it 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 for the duration of the Employment Period after the Date of Termination and to have retired on the last day of such period; and (iv) to To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive Employee any other amounts or benefits required to be paid or provided or which the Executive Employee is entitled eligible to receive under any plan, program, policy or practice or contract or agreement (other than, in the event the Employee’s termination occurs outside of a Change of Control Period, any severance plan, program, policy or practice or contract or agreement) of the Company and its affiliated companiesAffiliated Group (such amounts and benefits, excluding any severance plan or policy except to the extent that such plan or policy provides, “Other Benefits”) in accordance with its termsthe terms and normal procedures of each such plan, program, policy or practice, based on accrued benefits with a value in excess through the Date of Termination. (iii) Until the earlier to occur of (A) the expiration of eighteen months after the Date of Termination, (B) the date on which the Employee attains the age of 65, (C) the date the Employee first becomes eligible to receive health benefits under another employer-provided plan, from and after the Employee’s Date of Termination, or (D) the death of the Employee, the Company shall, via proper COBRA election by Employee, continue medical and dental benefits payable to the Executive Employee (and, if applicable, to the spouse and dependents of the Employee who received such benefits under this Section 4the Employee’s coverage immediately prior to the Date of Termination) at least equal to those that would have been provided to the Employee (and to any such dependent) in accordance with the plans, programs, practices and policies of the Company had the Employee remained actively employed, provided that Employee makes all required COBRA payments to the Company, and the Company shall immediately reimburse Employee for each such COBRA payment. (such other amounts iv) As a condition to the Employee’s receipt of payments and benefits described under Sections 1(a)(i), 1(a)(ii) and 1(a)(iii) in the event the Employee’s termination occurs outside of a Change of Control Period, the Employee must execute and deliver to the Company a full release of all claims that the Employee may have (and such release must become irrevocable) against the Company, its Affiliated Group, and all of their officers, employees, directors, and agents, in a form mutually and reasonably agreeable to the Parties hereunder; provided, however, that the Employee shall be hereinafter referred retain the Employee’s indemnification and related rights as a former officer and director under the Certificate of Incorporation and Bylaws of the Company and any rights of the Employee under the Directors and Officers Insurance Policy(ies) maintained by the Company from time to as the "Other Benefits")time.

Good Reason; Other Than for Cause. Death or Disability. If, during the Employment Period, the Company shall terminate the ExecutiveEmployee's employment other than for Cause, death Cause or Disability, Disability or the Executive Employee shall terminate employment for Good Reason or, and if still available under Section 3(f), without reason during on the Window Period.Date of Termination the executive has at least one year of service with the Company: (i) The the Company shall pay to the Executive Employee in a lump sum in cash within fifteen calendar 30 days after the Date of Termination the aggregate of the amounts set forth in clauses A, B and C belowfollowing amounts: A. the sum of (1) the ExecutiveEmployee's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the greater higher of (I) the highest Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus paid to 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 target bonus in effect Employee was employed for less than twelve full months), for the Executive with respect most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to the three years ending prior to the year in which the Date of Termination occurs (as the "Minimum Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current calendar fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive Employee (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), ) and (3) shall be hereinafter referred to as the "Accrued Obligations"); provided, however, that for purposes of this Section 4, Base Salary shall include any elective salary reductions in effect for the Executive under any tax qualified or non-qualified deferred compensation plan maintained by the Company; and B. the amount equal to the product of (1) and (2) where: (1) is (i) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (ii) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and where (2) is the sum of (x) the ExecutiveEmployee's Annual Base Salary and (y) the Minimum Highest Annual Bonus; and C. an amount equal to the excess of difference between (a) the actuarial equivalent of the benefit under the Company's qualified defined benefit retirement plan or such other qualified defined benefit pension plan in which the Ex ecutive participates, if any (the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive Employee than those in effect under the Company's Retirement Plan (as defined below) immediately prior to the Commencement Effective Date), except as specified below with respect to increases in base salary and annual bonus) under or the qualified retirement plan in which the Employee participates (the "Retirement Plan") and any excess or supplemental retirement plan in which the Executive Employee participates (together, the "SERP") which the Executive Employee would receive if the ExecutiveEmployee's employment continued for the period determined below: (1) if two years after the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive(1) the Employee's compensation during the duration base salary increased in each of the Employment Period is two years by the sum amount required by Section 4(b)(i) had the Employee remained employed, and (2) the Employee's annual bonus (annualized for any fiscal year consisting of less than twelve full months or during which the Employee was employed for less than twelve full months) in each of the Annual Base Salary two years bears the same proportion to the Employee's base salary in such year or fraction thereof as it did for the last full year prior to the Date of Termination, and Minimum Bonus over (b) the actuarial equivalent of the ExecutiveEmployee's actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination; provided, however, that such determination shall also take into account, to the extent applicable, any early retirement subsidy, based on the Executive's age, service or both, for the additional service and age that the Executive would have realized if he remained employed for the period described above in this subparagraph; (ii) any restricted stock, stock options and any other stock awards under for two years after the Stock Incentive Plan or any other Company sponsored plan or arrangement that were outstanding immediately prior to the Commencement Date ("Prior Stock Awards") shall become immediately vested and/or exercisable, as the case may be; (iii) for the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the ExecutiveEmployee's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and 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 Employee and/or the ExecutiveEmployee's family at least equal to those which would have been provided to them in accordance with the Welfare Plansplans, programs, practices, executive perquisites practices and Policies policies described in section 2(b)(vSection 4(b)(iv) of this Agreement if the ExecutiveEmployee's employment had not been terminated in accordance with the most favorable plans, practices, programs or policies of the Company and its affiliated companies applicable generally to other peer executives and their families during the 120-day period immediately preceding the Effective Date or, it if more favorable to the ExecutiveEmployee, 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 Employee 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 Employee for retiree benefits pursuant to such plans, practices, programs and policies, the Executive Employee shall be considered to have remained employed for the duration of the Employment Period until two years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Employee with outplacement services the scope and provider of which shall be selected by the Employee in his sole discretion; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive Employee any other amounts or benefits required to be paid or provided or which the Executive Employee is entitled eligible 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, companies (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, If the Company shall terminate the Executive's ’s employment other than for Cause, death or Disability, or if the Executive shall terminate the Executive’s employment for Good Reason or, if still available under Section 3(f), without reason during the Window Period.Reason: (ia) The Company shall pay pay, or cause to be paid, to the Executive in a lump sum in cash within fifteen calendar days after the Date of Termination the aggregate sum of: (i) that portion of the amounts set forth in clauses A, B and C below: A. the sum of (1) the Executive's ’s Annual Base Salary through the Date of Termination to the extent earned but not theretofore paid, (2) the product of (x) the greater of the highest bonus previously paid to or the target bonus in effect for the Executive with respect to the three years ending prior to the year in which the Date of Termination occurs (the "Minimum Bonus") and (y) a fraction, the numerator of which is the number of days in the current calendar year 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 is 365 above; and (3iii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1i), (2ii), and (3iii) shall be hereinafter referred to as the "“Accrued Obligations"”); provided. The Accrued Obligations shall be paid on the regular payday following the Date of Termination. (b) Subject to Executive’s compliance with Section 5.3, howeverArticle 6 and Schedule B, that for purposes of this Section 4the Company shall pay, Base Salary shall include any elective salary reductions in effect for or cause to be paid, to the Executive under any tax qualified or non-qualified deferred compensation plan maintained by the Company; and B. the an amount equal to the product of Executive’s Annual Base Salary. Such amount shall generally be paid in cash in twelve (112) and equal monthly installments beginning within sixty (260) where: (1) is (i) if days after the Date of Termination occurs coincident with or after a Change such later date set forth in ControlSection 7.8. Notwithstanding the foregoing, if the severance benefit described in this Section 5.1(b) exceeds two (2) times the lesser of (a) three or (bi) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and ’s annual compensation or (ii) if the Date compensation limit in effect under Section 401(a)(17) of Termination occurs prior to a Change in Control, the number of years remaining in Code for the Executive's Employment Period at calendar year including the Date of Termination, rounded to any amounts not yet paid as of the nearest twelfth (1/12th) of “short-term deferral date” shall be paid in a year, and where (2) lump sum on the “short-term deferral date.” The “short-term deferral date” is the sum date that is two and one-half months after the end of the later of (xi) the Executive's Annual Base Salary and (y) the Minimum Bonus; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's qualified defined benefit retirement plan or such other qualified defined benefit pension plan in which the Ex ecutive participates, if any (the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Commencement Date), and any excess or supplemental retirement plan in which the Executive participates (together, the "SERP") which the Executive would receive if the Executive's employment continued for the period determined below: (1) if calendar year containing the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (bii) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at Company’s fiscal year containing the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation during the duration of the Employment Period 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 Date of Termination; provided, however, that such determination shall also take into account, to the extent applicable, any early retirement subsidy, based on the Executive's age, service or both, for the additional service and age that the Executive would have realized if he remained employed for the period described above in this subparagraph;. (iic) any restricted stock, stock options and any other stock awards under the Stock Incentive Plan or any other Company sponsored plan or arrangement that were outstanding immediately prior to the Commencement Date ("Prior Stock Awards") shall become immediately vested and/or exercisable, as the case may be; (iii) for the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and 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, executive perquisites and Policies described in section 2(b)(v) of this Agreement if the Executive's employment had not been terminated or, it 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 for the duration of the Employment Period after the Date of Termination and to have retired on the last day of such period; and (iv) to To the extent not theretofore paid or provided, Company (or Patheon, as the Company case may be) shall timely pay or provide 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 entitled eligible 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, 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.