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

Good Reason; Other Than for Cause. If the Company shall terminate the Executive’s employment other than for Cause (including by delivery of a Notice of Non-Renewal), or if the Executive shall terminate employment for Good Reason and provided (in the case of clauses (i)(B) and (ii) below) that Executive executes and does not revoke a general release of claims in form reasonably satisfactory to the Company: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive’s Annual Base Salary through the Date of Termination and the Executive’s Annual Bonus for the prior fiscal year to the extent not theretofore paid, and (2) the product of (x) the Executive’s Annual Bonus for the prior fiscal year (the “Prior Bonus”), and (y) a fraction, the numerator of which is the number of days in the then-current fiscal year that had elapses up to and including the Date of Termination, and the denominator of which is 365 (the sum of such amounts, the “Accrued Obligations”); and B. in lieu of any other severance that may be payable under any other Company benefit plan or policy, the Executive’s Enhanced Severance Amount shown on Exhibit A; (ii) the Company shall pay or provide any accrued benefits and shall continue, for one year after the Executive’s Date of Termination, welfare benefits to the Executive and/or the Executive’s family on terms and conditions substantially equivalent to those provided to other senior executives of the Company and their families at such time; and (iii) any unvested Deferred Units, Class B Units, stock options restricted stock and restricted share units or other equity interests in the Company or is subsidiaries held by Executive or a permitted transferee (whether granted under this Agreement or otherwise) shall vest in accordance with the terms of the Agreement or plan pursuant to which such interests were issued or granted.

Good Reason; Other Than for Cause. If If, during the Employment Period, the Company shall terminate the Executive’s 's employment other than for Cause (including by delivery of a Notice of Non-Renewal)Cause, death or Disability, or if the Executive shall terminate his employment for Good Reason and provided (in the case of clauses (i)(B) and (ii) below) that Executive executes and does not revoke a general release of claims in form reasonably satisfactory to the CompanyReason: (i) the Company shall pay to the Executive in a lump sum in cash cash, within 30 15 days after the Date of Termination Termination, the aggregate of the following amountsamounts set forth in clauses A and B below: A. the The sum of of: (1) the Executive’s 's Annual Base Salary through the Date of Termination and the Executive’s Annual Bonus for the prior fiscal year to the extent not theretofore paid, and Termination; (2) the product of (x) the Executive’s Annual Bonus for the prior fiscal year "target" annual bonus under Section 3(b) (the “Prior "Target Bonus”), ") and (y) a fraction, the numerator of which is the number of days in the then-current fiscal calendar year that had elapses up to and including through the Date of Termination, and the denominator of which is 365 365; and (3) any accrued vacation pay; in each case to the extent not theretofore paid (the sum of such amountsthe amounts described in clauses (1), (2) and (3) shall be hereinafter referred to as the “"Accrued Obligations”"); and B. in lieu the amount equal to the product of any other severance that may be payable under any other Company benefit plan or policy, (1) two and (2) the sum of (x) the Executive’s Enhanced Severance Amount shown on Exhibit A;'s Annual Base Salary and (y) the Target Bonus. (ii) the Company Option Award shall pay vest in accordance with Section 3(d)(i); (iii) any stock awards, stock options, other than the Option Award, stock appreciation rights or provide any accrued benefits and other equity-based awards that were outstanding immediately prior to the Date of Termination ("Prior Equity Awards") shall continue, vest and/or become exercisable in accordance with the underlying plan for one year such Prior Equity Award; (iv) for two years after the Executive’s 's Date of TerminationTermination or such longer period as may be provided by the terms of the appropriate plan, welfare program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive’s 's family on terms and conditions substantially equivalent at least equal to those which would have been provided to them in accordance with the welfare plans, programs, practices and policies described in Section 3(e) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other senior peer executives of the Company and its affiliated companies and their families at families, provided however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or dental benefits under another employer provided plan, the medical and dental benefits described herein shall be secondary to those provided under such time; andother plan during such applicable period of eligibility; (iiiv) any unvested Deferred Unitscompensation previously deferred (other than pursuant to a tax-qualified plan) by or on behalf of the Executive (together with any accrued interest or earnings thereon), Class B Unitswhether or not then vested, stock options restricted stock shall become vested on the Date of Termination and restricted share units or other equity interests in the Company or is subsidiaries held by Executive or a permitted transferee (whether granted under this Agreement or otherwise) shall vest be paid in accordance with the terms of the Agreement 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 the Executive's position for a period not to exceed two years with a nationally recognized outplacement firm; and, (vii) to the extent not theretofore paid or provided, the Company shall pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is entitled to receive under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (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 pursuant or policy (such other amounts and benefits shall be hereinafter referred to which such interests were issued or grantedas the "Other Benefits").

Good Reason; Other Than for Cause. If If, during the Employment Period, (1) the Company shall terminate the Executive’s employment other than for Cause Cause, death or Disability or as a result of the Company’s previous delivery to the Executive of the written notice contemplated by Section 2 hereof (including by delivery of such termination, a Notice of Non-Renewal“Company Nonrenewal”), or if (2) the Executive shall terminate employment for Good Reason Reason, then, subject to the Executive’s execution (within 45 days of the Date of Termination), and provided (in the case non-revocation, of clauses (i)(B) and (ii) below) that Executive executes and does not revoke a general release of claims substantially in the form reasonably satisfactory attached hereto as Exhibit A; provided that, if the Company does not countersign such release within 10 days after the delivery of such signed release to the CompanyCompany by the Executive, then such release shall be null and void and the payments hereunder shall be made without regard to any requirement for a signed release: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days on the 60th day (except as specifically provided in Section 5(a)(i)(A)(2)) after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive’s accrued but unpaid Annual Base Salary and any accrued but unused vacation pay through the Date of Termination and the Executive’s Annual Bonus for the prior fiscal year to the extent not theretofore paidTermination, and (2) the product of (x) the Executive’s Annual Bonus for the prior fiscal year (immediately preceding the “Prior Bonus”), and (y) a fraction, the numerator of which is the number of days in the then-current fiscal year that had elapses up to and including in which the Date of Termination, and Termination occurs if such bonus has not been paid as of the denominator Date of which is 365 Termination (at the sum time such Annual Bonus would otherwise have been paid (it being understood that any portion of such amountsAnnual Bonus that was previously deferred shall be paid in accordance with the applicable deferral arrangement and any election thereunder)) (together, the “Accrued Obligations”); and B. the amount equal to the product of (x) 1.0 (or, if the Date of Termination occurs (I) within the two-year period following a Change of Control (as defined in lieu the Primerica, Inc. 2010 Omnibus Incentive Plan (the “Equity Incentive Plan”)) or (II) as a result of any other severance that may be payable under any other Company benefit plan or policyan Anticipatory Termination (as defined below), 1.5), and (y) the sum of (I) the Executive’s Enhanced Severance Amount shown on Exhibit A;Annual Base Salary as of the Date of Termination and (II) the Target Bonus as of the Date of Termination; and (ii) for 18 months following the Date of Termination (the “Benefits Period”), the Company shall provide the Executive and the Executive’s eligible dependents with medical (including vision and dental) benefits and life insurance coverage (the “Health Care Benefits”) equal to those that would have been provided to the Executive (and to any such dependent) in accordance with the plans, programs, practices and policies of the Company if the Executive’s employment had not been terminated; provided, however, that (x) the Executive shall pay the full premiums for access to the Health Care Benefits and (y) if the Executive becomes employed with another employer and is covered by another employer-sponsored plan providing substantially equivalent medical (including vision and dental) or life insurance benefits, the medical benefits or life insurance described herein, whichever is applicable, shall no longer be provided by the Company. The receipt of the Health Care Benefits shall be conditioned upon the Executive continuing to pay the Applicable COBRA Premium (as defined below). During the Benefits Period, the Company shall pay or provide any accrued benefits and to the Executive a monthly amount (the “Monthly Payment”) equal to the Applicable COBRA Premium in respect of the level of coverage that the Executive elected, which payment shall continuebe paid in advance on the first business day of each month, for one year after commencing with the month immediately following the Executive’s Date of Termination. For purposes of this paragraph, welfare benefits “Applicable COBRA Premium” means the monthly premium in effect from time to the Executive and/or the Executive’s family on terms and conditions substantially equivalent to those time for coverage provided to other senior executives former employees of the Company under Section 4980B of the Code and their families at such timethe regulations thereunder with respect to a particular level of coverage (i.e., single, single plus one, or family); and (iii) any unvested Deferred Units, Class B Units, stock options restricted stock and restricted share units or other equity interests in the Company or is subsidiaries held by Executive or a permitted transferee (whether granted under this Agreement or otherwise) shall vest in accordance with the terms of the Agreement or plan pursuant to which such interests were issued or granted.

Good Reason; Other Than for Cause. If If, during the Employment Period, the Company shall terminate the Executive’s 's employment other than for Cause (including by delivery of a Notice of Non-Renewal), or if the Executive shall terminate employment for Good Reason and provided (in the case of clauses (i)(B) and (ii) below) that Executive executes and does not revoke a general release of claims in form reasonably satisfactory to the CompanyReason: (i) except as specified below, the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the unpaid portion of Executive’s 's Annual Base Salary earned through the Date of Termination and the Executive’s Annual Bonus for the prior fiscal year to the extent not theretofore paidTermination, and (2) the product of (x) the Executive’s Annual Target Bonus for of the prior fiscal relevant bonus year (the “Prior Bonus”), and (y) a fraction, the numerator of which is the number of days in elapsed from the then-current fiscal year that had elapses up to and including first day of the Date of Terminationrelevant bonus year, and the denominator of which is 365 365, in each case to the extent not theretofore paid (the sum of such amountsthe amounts described in clauses (1) and (2), shall be hereinafter referred to as the “"Accrued Obligations”"); and B. in lieu the amount equal to the product of any other severance (x) the number of months and fractions thereof, if any, remaining from the Date of Termination until the date that may be payable under any other Company benefit plan or policy, is eighteen months after the Effective Date and (y) the sum of (I) the Executive’s Enhanced Severance Amount shown on Exhibit A;'s Annual Base Salary and (II) the Target Bonus of the relevant bonus year, divided by 12; and C. The LTIP Award, as calculated in the same manner and paid at the same time pursuant to the terms of the LTIP as if the Executive were still an employee of the Company, if not previously paid due to Sale; and (ii) to the extent not theretofore paid or provided, the Company shall timely pay or provide any accrued benefits and shall continue, for one year after the Executive’s Date of Termination, welfare benefits to the Executive and/or any other amounts or benefits required to be paid or provided or which the Executive’s family on terms and conditions substantially equivalent Executive is eligible to those provided to other senior executives receive under any plan, program, policy or practice or contract or agreement of the Company and their families at its affiliates (such time; and (iiiamounts and benefits, the "Other Benefits") any unvested Deferred Units, Class B Units, stock options restricted stock and restricted share units or other equity interests in the Company or is subsidiaries held by Executive or a permitted transferee (whether granted under this Agreement or otherwise) shall vest in accordance with the terms and normal procedures of the Agreement each such plan, program, policy or plan pursuant to which such interests were issued or grantedpractice.

Good Reason; Other Than for Cause. If If, during the Employment Period, the Company shall terminate the Executive’s 's employment other than for Cause (including by delivery of a Notice of Non-Renewal), or if Disability or the Executive shall terminate employment for Good Reason and provided (in the case of clauses (i)(B) and (ii) below) that Executive executes and does not revoke a general release of claims in form reasonably satisfactory to the CompanyReason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 thirty (30) days after the Date of Termination the aggregate of the following amounts: A. (A) the Accrued Obligations; (B) the amount equal to the sum of (1) the Executive’s 's Annual Base Salary through the end of the Company's fiscal year in which the Date of Termination and the Executive’s Annual Bonus for the prior fiscal year to the extent not theretofore paidoccurs, and (2) the Target Bonus for the fiscal year in which the Date of Termination occurs; (C) the amount equal to the product of (1) three and (2) the sum of the Executive's Annual Base Salary and his Target Bonus; (D) the amount equal to the product of (1) three and (2) 25% of the Executive's Annual Base Salary (which amount is in lieu of continuing employee benefits and perquisites (provided that Executive and his dependents shall retain rights to any Accrued Obligations and to elect and maintain COBRA coverage)). (ii) With respect to any options, stock appreciation rights, restricted stock, restricted stock units (including the Retention Award) or other stock-based awards held by the Executive under the Company's Incentive Compensation Plan, or any successor plan, on the Date of Termination all restrictions on awards of restricted stock or restricted stock units and other stock-based awards (other than stock options and stock appreciation rights) will be canceled and such awards shall vest, and all outstanding stock options and stock appreciation rights that have not fully vested, shall vest and become immediately exercisable, in each case only to the extent such awards were scheduled to become vested and exercisable during the 36-month period following the Date of Termination; provided, that with respect to any stock options and stock appreciation rights, the options and stock appreciation rights shall remain exercisable until the earlier of (x) the Executive’s Annual Bonus for expiration of the prior fiscal year (the “Prior Bonus”), and option or stock appreciation rights term or (y) a fraction, the numerator of which is the number of days in the then-current fiscal one (1) year that had elapses up to and including after the Date of Termination, ; and the denominator of which is 365 (the sum of such amounts, the “Accrued Obligations”); and B. in lieu provided further that any portion of any other severance such portion of any such awards that may remains unvested after application of the preceding provisions of this paragraph (c) shall be payable under any other Company benefit plan or policy, forfeited as of the Executive’s Enhanced Severance Amount shown on Exhibit A; (ii) the Company shall pay or provide any accrued benefits Date of Termination and shall continue, for one year after the Executive’s Date of Termination, welfare benefits to the Executive and/or the Executive’s family on terms and conditions substantially equivalent to those provided to other senior executives of the Company and their families at such time; and (iii) any unvested Deferred Units, Class B Units, stock options restricted stock and restricted share units not thereafter become vested or other equity interests in the Company or is subsidiaries held by Executive or a permitted transferee (whether granted under this Agreement or otherwise) shall vest in accordance with the terms of the Agreement or plan pursuant to which such interests were issued or grantedexercisable.

Good Reason; Other Than for Cause. If If, during the Employment Period, the Company shall terminate the Executive’s 's employment other than for Cause (including by delivery of a Notice of Non-Renewal)Cause, death or if Disability or the Executive shall terminate employment for Good Reason and provided (in the case of clauses (i)(B) and (ii) below) that Executive executes and does not revoke a general release of claims in form reasonably satisfactory to the CompanyReason: (i) except as specified below, the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive’s 's Annual Base Salary through the Date of Termination and the Executive’s Annual Bonus for the prior fiscal year to the extent not theretofore paid, and (2) the product of (x) the Executive’s average Annual Bonus for paid to the Executive in respect of the three completed fiscal years prior fiscal year to the Date of Termination (the “Prior "Recent Average Bonus”"), and (y) a fraction, the numerator of which is the number of days in the then-current fiscal year that had elapses up to and including in which the Date of Termination occurs through the Date of Termination, and the denominator of which is 365 365, in each case to the extent not theretofore paid (the sum of such amountsthe amounts described in clauses (1) and (2), shall be hereinafter referred to as the “"Accrued Obligations”"); and B. in lieu the amount equal to the product of any other severance that may be payable under any other Company benefit plan or policy, (x) three and (y) the sum of (I) the Executive’s Enhanced Severance Amount shown on Exhibit A;'s Annual Base Salary and (II) the Recent Average Bonus; and (ii) the Company shall pay or provide any accrued benefits and shall continuestock options, for one year after the Executive’s Date of Termination, welfare benefits to the Executive and/or the Executive’s family on terms and conditions substantially equivalent to those provided to other senior executives of the Company and their families at such time; and (iii) any unvested Deferred Units, Class B Units, stock options restricted stock and restricted share units or other equity interests in the Company or is subsidiaries held by the Executive or a permitted transferee (whether granted under this Agreement or otherwise) shall vest immediately (with option exercisability continuing until the end of the option term); and (iii) for three years after the Executive's Date of Termination, the Company shall continue welfare benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(b)(iii) of this Agreement if the Executive's employment had not been terminated in accordance with the most favorable plans, practices, programs or policies of the Company and its subsidiaries applicable generally to other peer executives 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 purposes of both age and service) until three years after the Date of Termination and to have retired on the last day of such period; and (iv) the Executive shall be deemed to have an additional three years of age and service for purposes of the Company's defined benefit pension plans, which benefit shall be paid through a nonqualified pension plan of the Company; and (v) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such amounts and benefits, the "Other Benefits") in accordance with the terms and normal procedures of the Agreement each such plan, program, policy or plan pursuant to which such interests were issued or grantedpractice.

Good Reason; Other Than for Cause. If If, during the Employment Period, the Company shall terminate the Executive’s 's employment other than for Cause (including by delivery of a Notice of Non-Renewal), or if the Executive shall terminate employment for Good Reason and provided (in the case of clauses (i)(B) and (ii) below) that Executive executes and does not revoke a general release of claims in form reasonably satisfactory to the CompanyReason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive’s 's Annual Base Salary through the Date of Termination and the Executive’s Annual Bonus for the prior fiscal year to the extent not theretofore paid, and (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 Executive’s Average Annual Bonus for the prior fiscal year (the “Prior Bonus”), and (y) a fraction, the numerator of which is the number of days in the then-current fiscal year that had elapses up to and including through the Date of Termination, and the denominator of which is 365 and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of such amountsthe amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “"Accrued Obligations”"). The timing of payment by the Company of any deferred compensation shall remain subject to any payment election previously made by the Executive; and B. in lieu the amount equal to the product of any other severance that (1) two (2), and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Average Annual Bonus; and (ii) for two (2) years after the Executive's Date of Termination, or such longer period as may be payable under any other Company benefit plan provided by the terms of the appropriate plan, program, practice or policy, the Executive’s Enhanced Severance Amount shown on Exhibit A; (ii) the Company shall pay or provide any accrued benefits and shall continue, for one year after the Executive’s Date of Termination, welfare continue benefits to the Executive and/or the Executive’s 's family on terms and conditions substantially equivalent at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other senior peer executives of the Company and its affiliated companies and their families families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at such timeits 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 (iiiiv) any unvested Deferred Unitsto the extent not theretofore paid or provided, Class B Units, stock options restricted stock and restricted share units or other equity interests in 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 subsidiaries held by Executive eligible to receive under any plan, program, policy or a permitted transferee (whether granted under this Agreement practice or otherwise) shall vest in accordance with the terms contract or agreement of the Agreement or plan pursuant Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to which such interests were issued or grantedas the "Other Benefits").

Good Reason; Other Than for Cause. If If, during the Retention Period, the Company shall terminate the Executive’s 's employment other than for Cause (including by delivery of a Notice of Non-Renewal), or if the Executive shall terminate employment for Good Reason and provided (in the case of clauses (i)(B) and (ii) below) that Executive executes and does not revoke a general release of claims in form reasonably satisfactory to the CompanyReason: (i) except as specified below, the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive’s 's Annual Base Salary through the Date of Termination and the Executive’s Annual Bonus for the prior fiscal year to the extent not theretofore paid, and (2) the product of (x) the Executive’s Annual Bonus for the prior fiscal year (the “Prior Bonus”), $1,000,000 and (y) a fraction, the numerator of which is the number of days in the then-current fiscal year that had elapses up to and including in which the Date of Termination occurs through the Date of Termination, and the denominator of which is 365 365, in each case to the extent not theretofore paid (the sum of such amountsthe amounts described in clauses (1) and (2), shall be hereinafter referred to as the “"Accrued Obligations”"); and B. in lieu the amount equal to the product of any other severance that may be payable under any other Company benefit plan or policy, (x) three (3) and (y) the sum of (I) the Executive’s Enhanced Severance Amount shown on Exhibit A;'s Annual Base Salary and (II) $1,000,000 which shall be paid in accordance with Executive's normal payroll periods immediately prior to the Date of Termination in equal installments for a period of three (3) years, subject to Section 9; and (ii) to the extent not previously paid, the Company shall pay or provide any accrued benefits and shall continue, for one year after to the Executive’s Executive the Special Cash Bonus (without regard to the financial performance of the Company) in a lump sum in cash within 30 days of the Date of Termination, welfare benefits to the Executive and/or the Executive’s family on terms and conditions substantially equivalent to those provided to other senior executives of the Company and their families at such time; and (iii) the Options and the Restricted Stock and any unvested Deferred Unitsother stock incentives held by the Executive shall vest immediately; and (iv) to the extent not theretofore paid or provided, Class B Units, stock options restricted stock and restricted share units or other equity interests in 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 subsidiaries held by Executive eligible to receive under any plan, program, policy or a permitted transferee practice or contract or agreement of the Company and its affiliates, including but not limited to provision of benefits under the Company's retiree medical plan as provided in Section 3(b)(v) hereof (whether granted under this Agreement or otherwisesuch amounts and benefits, the "Other Benefits") shall vest in accordance with the terms and normal procedures of each such plan, program, policy or practice; and (v) to the extent permitted by applicable law, the Executive shall be credited with age and service credit under all relevant Company retirement plans (including qualified, supplemental and excess plans) through the third anniversary of the Agreement or plan pursuant to which such interests were issued or grantedEffective Date (the "Retirement Benefit").

Good Reason; Other Than for Cause. If If, during the Employment Period, the Company shall terminate the Executive’s 's employment other than for Cause (including by delivery of a Notice of Non-Renewal)Cause, death or if Disability or the Executive shall terminate employment for Good Reason and provided (in the case of clauses (i)(B) and (ii) below) that Executive executes and does not revoke a general release of claims in form reasonably satisfactory to the CompanyReason: (i) except as specified below, the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive’s 's Annual Base Salary through the Date of Termination and the Executive’s Annual Bonus for the prior fiscal year to the extent not theretofore paid, and (2) the product of (x) the Executive’s average Annual Bonus for paid to the Executive in respect of the three completed fiscal years prior fiscal year to the Date of Termination, provided that such amount shall not be less than Executive's Annual Bonus at target hereunder (the “Prior "Recent Average Bonus”"), and (y) a fraction, the numerator of which is the number of days in the then-current fiscal year that had elapses up to and including in which the Date of Termination occurs through the Date of Termination, and the denominator of which is 365 365, in each case to the extent not theretofore paid (the sum of such amountsthe amounts described in clauses (1) and (2), shall be hereinafter referred to as the “"Accrued Obligations”"); and B. in lieu the amount equal to the product of any other severance that may be payable under any other Company benefit plan (x) two, or policyif the Date of Termination is within three years after a Change of Control, three and (y) the sum of (I) the Executive’s Enhanced Severance Amount shown on Exhibit A;'s Annual Base Salary and (II) the Recent Average Bonus; and (ii) the Company shall pay or provide any accrued benefits and shall continuestock options, for one year after the Executive’s Date of Termination, welfare benefits to the Executive and/or the Executive’s family on terms and conditions substantially equivalent to those provided to other senior executives of the Company and their families at such time; and (iii) any unvested Deferred Units, Class B Units, stock options restricted stock and restricted share units or other equity interests in the Company or is subsidiaries held by the Executive or a permitted transferee (whether granted under this Agreement or otherwise) shall vest immediately (with option exercisability continuing until the end of the option term); and (iii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such amounts and benefits, the "Other Benefits") in accordance with the terms and normal procedures of each such plan, program, policy or practice; provided that Executive and his eligible dependents shall continue to participate in the Agreement or plan pursuant to Company's welfare benefit plans for the period during which such interests were issued or grantedseverance is measured commencing on the Date of Termination.

Good Reason; Other Than for Cause. If If, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause (including by delivery of a Notice of Non-Renewal)Cause, death or if Disability or the Executive shall terminate employment for Good Reason and provided (in the case of clauses (i)(B) and (ii) below) that Executive executes and does not revoke a general release of claims in form reasonably satisfactory to the CompanyReason: (i) except as specified below, the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive’s Annual Base Salary through the Date of Termination and the Executive’s Annual Bonus for the prior fiscal year to the extent not theretofore paid, and (2) the product of (x) the Executive’s average Annual Bonus for paid to the Executive in respect of the three completed fiscal years prior fiscal year to the Date of Termination (the “Prior Recent Average Bonus”), and (y) a fraction, the numerator of which is the number of days in the then-current fiscal year that had elapses up to and including in which the Date of Termination occurs through the Date of Termination, and the denominator of which is 365 365, in each case to the extent not theretofore paid (the sum of such amountsthe amounts described in clauses (1) and (2), shall be hereinafter referred to as the “Accrued Obligations”); and B. in lieu of any other severance that may be payable under any other Company benefit plan or policy, the Executive’s Enhanced Severance Amount shown on Exhibit A; (ii) the Company shall pay or provide any accrued benefits and shall continue, for one year after the Executive’s Date of Termination, welfare benefits to the Executive and/or the Executive’s family on terms and conditions substantially equivalent to those provided to other senior executives of the Company and their families at such time$7,000,000; and (iiiii) any unvested Deferred Units, Class B Units, stock options restricted stock and restricted share units or other equity interests in the Company or is subsidiaries held by Executive or a permitted transferee (whether granted under this Agreement or otherwise) shall vest in accordance with the terms of the Agreement or plan pursuant to which such interests were issued or granted; and (iii) for one year after the Executive’s Date of Termination, the Company shall continue welfare benefits to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(b)(iii) of this Agreement if the Executive’s employment had not been terminated in accordance with the most favorable plans, practices, programs or policies of the Company and its subsidiaries applicable generally to other peer executives 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 purposes of both age and service) until one year after the Date of Termination and to have retired on the last day of such period; and (iv) the Executive shall be deemed to have an additional one year of age and service for purposes of the Company’s defined benefit pension plans, which benefit shall be paid through a nonqualified pension plan of the Company; and (v) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such amounts and benefits, the “Other Benefits”) in accordance with the terms and normal procedures of each such plan, program, policy or practice.

Good Reason; Other Than for Cause. If If, during the Employment Term, the Company shall terminate the Executive’s 's employment other than for Cause (including by delivery of a Notice of Non-Renewal), or if the Executive shall terminate employment for Good Reason and provided (in the case of clauses (i)(B) and (ii) below) that Executive executes and does not revoke a general release of claims in form reasonably satisfactory to the CompanyReason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive’s 's Annual Base Salary through the Date of Termination and the Executive’s Annual Bonus for the prior fiscal year to the extent not theretofore paid, and (2) any compensation previously deferred by the product of Executive (xtogether with any accrued interest or earnings thereon) the Executive’s and any accrued vacation pay, and (3) any Annual Bonus for the prior fiscal year (of the “Prior Bonus”), and (y) a fraction, the numerator of which is the number of days in the then-current fiscal year that had elapses up Company terminating prior to and including the Date of Termination, and in each case to the denominator of which is 365 extent not theretofore paid (the sum of such amountsthe amounts described in clauses (1), (2) and (3) shall be hereinafter referred to as the “"Accrued Obligations”"). All Accrued Obligations shall be paid in a lump sum in cash within 30 days of the Date of Termination; and B. an amount equal to (i) two times the Annual Base Salary payable to the Executive under this Agreement, at the annual rate in lieu effect as of any other severance that may the Termination Date as provided in Section 3(a), plus (ii) two times the Target Bonus which would have been paid or payable to Executive (assuming such Target Bonus had been earned), under Section 3(b) based upon the Annual Base Salary which would have been in effect as of the Termination Date, in each case to be payable under any other Company benefit plan paid in a lump sum within 30 days after the Date of Termination. The Executive shall have no duty or policyobligation to mitigate the amounts or obligations provided in this Section 5(a)(i), even in the Executive’s Enhanced Severance Amount shown on Exhibit A;event the Executive becomes reemployed by another employer. (ii) all stock options, restricted stock and other stock-based compensation shall become exercisable or vested in the Company shall pay or provide any accrued benefits and shall continue, manner provided for one year Options in Section 3(c)(5) herein; (iii) for two years after the Executive’s 's Date of Termination, welfare the Company shall continue benefits to the Executive and/or the Executive’s 's family on terms and conditions substantially equivalent at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(e) of this Agreement if the Executive's employment had not been terminated, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other senior executives welfare benefits under another employer provided plan, the corresponding medical and other welfare benefits described herein shall be terminated. Those welfare benefits not offered by the new employer shall continue until termination of the above-described two-year period. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the later of two years after the Date of Termination or the end of the Employment Term and to have retired on the last day of such period; (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided to the Executive or which the Executive is entitled to receive under any plan, program, policy or practice or contract or agreement of the Company and their families at its affiliated companies, to the extent payment of any such time; and (iii) any unvested Deferred Units, Class B Units, stock options restricted stock and restricted share units amounts or other equity interests in the Company or is subsidiaries held by Executive or a permitted transferee (whether granted benefits are not already provided for under this Agreement or otherwise) (such other amounts and benefits shall vest in accordance be hereinafter referred to as the "Other Benefits"). The Executive shall have the right to approve, such approval not to be unreasonably withheld by the Company, any written announcement, if any, of the termination of the Executive's employment with the terms of the Agreement or plan pursuant to which such interests were issued or grantedCompany.

Good Reason; Other Than for Cause. If a Change in Control Event occurs during the Company shall terminate term of this Agreement and the Employer terminates the Executive’s 's employment other than for Cause (including by delivery of a Notice of Non-Renewal), or if the Executive shall terminate terminates employment for Good Reason and provided (during the Change in the case of clauses (i)(B) and (ii) below) that Executive executes and does not revoke a general release of claims in form reasonably satisfactory to the CompanyControl Period: (i) the Company Employer shall pay to, or provide, the Executive the following amounts and benefits: A. all payments and benefits due the Executive pursuant to the terms of paragraph 6(a) of the Offer Letter, together with outplacement support through Right Management Consultants' CEO level program, provided that Executive initiates participation in the program within 60 days of the date of such termination of employment; and B. the amount equal to three (3) times the Executive's Annual Base Salary, which amount shall be payable in full in a lump sum in cash within 30 no later than 10 days following the date of termination. (ii) for three (3) years after the Date of Termination the aggregate of the following amounts: A. the sum of (1) date on which the Executive’s Annual Base Salary through 's employment with the Date of Termination and Employer is terminated, by the Employer or by the Executive’s Annual Bonus , for the prior fiscal year to the extent not theretofore paid, and (2) the product of (x) the Executive’s Annual Bonus for the prior fiscal year any reason (the “Prior Bonus”), and (y) a fraction, the numerator of which is the number of days in the then-current fiscal year that had elapses up to and including the "Date of Termination"), and the denominator of which is 365 (the sum of or such amounts, the “Accrued Obligations”); and B. in lieu of any other severance that longer period as may be payable under any other Company benefit plan provided by the terms of the appropriate plan, program, practice or policy, the Executive’s Enhanced Severance Amount shown on Exhibit A; (ii) the Company Employer shall pay or provide any accrued benefits and shall continue, for one year after the Executive’s Date of Termination, welfare continue benefits to the Executive and/or the Executive’s 's family on terms and conditions substantially equivalent at least equal to those which would have been provided to other senior executives of the Company and their families at such time; and (iii) any unvested Deferred Units, Class B Units, stock options restricted stock and restricted share units or other equity interests in the Company or is subsidiaries held by Executive or a permitted transferee (whether granted under this Agreement or otherwise) shall vest them in accordance with the terms welfare benefit plans, practices, policies and programs provided by the Employer and its affiliated companies (including, without limitation, medical, prescription, dental, disability, Executive life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other executive-level Executives of the Agreement Employer and its affiliated companies, as if the Executive's employment had not been terminated; provided, that such benefits shall be provided to the Executive in a manner that does not cause him to be liable for federal income tax thereon in an amount in excess of that which he would be liable for as an employee (or the Employer shall gross up such amounts to so that the Executive has no additional after tax cost; and further 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 pursuant to which during such interests were issued or grantedapplicable period of eligibility.

Good Reason; Other Than for Cause. If If, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause (including by delivery of a Notice of Non-Renewal), or if the Executive shall terminate employment for Good Reason and provided (in the case of clauses (i)(B) and (ii) below) that Executive executes and does not revoke a general release of claims in form reasonably satisfactory to the CompanyReason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive’s Annual Base Salary through the Date of Termination and the Executive’s Annual Bonus for the prior fiscal year to the extent not theretofore paid, and (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 Executive’s Average Annual Bonus for the prior fiscal year (the “Prior Bonus”), and (y) a fraction, the numerator of which is the number of days in the then-current fiscal year that had elapses up to and including through the Date of Termination, and the denominator of which is 365 and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of such amountsthe amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”). The timing of payment by the Company of any deferred compensation shall remain subject to any payment election previously made by the Executive; and B. in lieu the amount equal to the product of any other severance that may be payable under any other Company benefit plan or policy(1) two (2), and (2) the sum of (x) the Executive’s Enhanced Severance Amount shown on Exhibit A;Annual Base Salary and (y) the Average Annual Bonus; and (ii) the Company shall pay or provide any accrued benefits and shall continue, for one year two (2) years after the Executive’s Date of Termination, welfare 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 on terms and conditions substantially equivalent at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other senior peer executives of the Company and its affiliated companies and their families families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at such timeits 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 (iiiiv) any unvested Deferred Unitsto the extent not theretofore paid or provided, Class B Units, stock options restricted stock and restricted share units or other equity interests in 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 subsidiaries held by Executive eligible to receive under any plan, program, policy or a permitted transferee (whether granted under this Agreement practice or otherwise) shall vest in accordance with the terms contract or agreement of the Agreement or plan pursuant Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to which such interests were issued or grantedas the “Other Benefits”).

Good Reason; Other Than for Cause. If the Company shall terminate the Executive’s employment other than for Cause (including by delivery of a Notice of Non-Renewal), or if the Executive shall terminate employment for Good Reason and provided (in the case of clauses (i)(B) and (iiii)(B) below) that Executive executes and does not revoke a general release of claims in form reasonably satisfactory to the Company: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive’s Annual Base Salary through the Date of Termination and the Executive’s Annual Bonus for the prior fiscal year to the extent not theretofore paid, and (2) the product of (x) the Executive’s Annual Bonus for the prior fiscal year (the “Prior Bonus”), and (y) a fraction, the numerator of which is the number of days in the then-current fiscal year that had elapses up to and including the Date of Termination, and the denominator of which is 365 (the sum of such amounts, the “Accrued Obligations”); and B. in lieu of any other severance that may be payable under any other Company benefit plan or policy, the Executive’s Enhanced Severance Amount shown on Exhibit A; (ii) the Company shall (A) pay or provide any accrued benefits benefits, including accrued and shall unpaid vacation, and (B) continue, for one year 18 months after the Executive’s Date of Termination, welfare benefits to the Executive and/or the Executive’s family on terms and conditions substantially equivalent to those provided to other senior executives of the Company and their families at such time; and (iii) any unvested Deferred Restricted Class A Units, Deferred Restricted Incentive Class B UnitsA Units and any equity opportunities at Nuveen Asset Management that replace any of such units as described on Exhibit A, as well as any other stock options options, restricted stock and restricted share units or other equity interests in the Company or is its subsidiaries held by Executive or a permitted transferee (whether granted under this Agreement or otherwise) shall vest in accordance with the terms of the Agreement or plan pursuant to which such interests were issued or granted.granted and as set forth on Exhibit A. In addition, any unvested portion of the Special Retention Award specified on Exhibit A shall vest immediately and shall be paid within 30 days after the Date of Termination

Good Reason; Other Than for Cause. If If, during the Employment Period, the Company shall terminate the Executive’s 's employment other than for Cause (including by delivery of a Notice of Non-Renewal), or if the Executive shall terminate employment for Good Reason and provided (in the case of clauses (i)(B) and (ii) below) that Executive executes and does not revoke a general release of claims in form reasonably satisfactory to the CompanyReason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive’s 's Annual Base Salary through the Date of Termination and the Executive’s Annual Bonus for the prior fiscal year to the extent not theretofore paid, and (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 Executive’s Average Annual Bonus for the prior fiscal year (the “Prior Bonus”), and (y) a fraction, the numerator of which is the number of days in the then-current fiscal year that had elapses up to and including through the Date of Termination, and the denominator of which is 365 and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of such amountsthe amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “"Accrued Obligations”"). The timing of payment by the Company of any deferred compensation shall remain subject to any payment election previously made by the Executive; and B. in lieu the amount equal to the product of any other severance that (1) three (3), and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Average Annual Bonus; and (ii) for three (3) years after the Executive's Date of Termination, or such longer period as may be payable under any other Company benefit plan provided by the terms of the appropriate plan, program, practice or policy, the Executive’s Enhanced Severance Amount shown on Exhibit A; (ii) the Company shall pay or provide any accrued benefits and shall continue, for one year after the Executive’s Date of Termination, welfare continue benefits to the Executive and/or the Executive’s 's family on terms and conditions substantially equivalent at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other senior peer executives of the Company and its affiliated companies and their families families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three (3) years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at such timeits 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 (iiiiv) any unvested Deferred Unitsto the extent not theretofore paid or provided, Class B Units, stock options restricted stock and restricted share units or other equity interests in 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 subsidiaries held by Executive eligible to receive under any plan, program, policy or a permitted transferee (whether granted under this Agreement practice or otherwise) shall vest in accordance with the terms contract or agreement of the Agreement or plan pursuant Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to which such interests were issued or grantedas the "Other Benefits").

Good Reason; Other Than for Cause. If If, during the Employment Period, the Company shall terminate the Executive’s 's employment other than for Cause (Cause, including by delivery reason of a Notice of Non-Renewal)the Executive's death or Disability, or if the Executive shall terminate employment for Good Reason and provided (in the case of clauses (i)(B) and (ii) below) that Executive executes and does not revoke a general release of claims in form reasonably satisfactory to the CompanyReason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amountsamounts set forth in clauses A and B below: A. the sum of (1) the Executive’s 's Annual Base Salary through the Date of Termination and the Executive’s Annual Bonus for the prior fiscal year to the extent not theretofore paid, and (2) the product of (x) the Executive’s Annual Minimum Bonus for the prior fiscal year (the “Prior Bonus”), and (y) a fractionfraction (the"Proration Fraction"), the numerator of which is the number of days in the then-current fiscal calendar year that had elapses up to and including 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) to the extent not theretofore paid (the sum of such amountsthe amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the “("Accrued Obligations”"); and B. in lieu the amount equal to the product of any other severance that may be payable under any other Company benefit plan or policy(1) the number of years (including fractions thereof) remaining from the Date of Termination until December 31, 1999 and (2) the sum of (x) the Executive’s Enhanced Severance Amount shown on Exhibit A;'s Annual Base Salary and (y) the Minimum Bonus, which amount shall be discounted to present value at the applicable federal rate, as defined in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended; and (ii) the Stock Options and PEP Units shall become immediately vested; (iii) to the extent not theretofore paid or provided, the Company shall timely pay or provide any accrued benefits and shall continue, for one year after the Executive’s Date of Termination, welfare benefits to the Executive and/or any other amounts or benefits required to be paid or provided or which the Executive’s family on terms and conditions substantially equivalent Executive is entitled to those provided to other senior executives receive under any plan, program, policy or practice or contract or agreement of the Company and their families at its affiliated companies, excluding any severance plan or policy except to the extent that such time; and (iii) any unvested Deferred Unitsplan or policy provides, Class B Units, stock options restricted stock and restricted share units or other equity interests in the Company or is subsidiaries held by Executive or a permitted transferee (whether granted under this Agreement or otherwise) shall vest in accordance with the terms its terms, benefits with a value in excess of the Agreement or plan pursuant benefits payable to which the Executive under this Section 4 (such interests were issued or grantedother amounts and benefits shall be hereinafter referred to as the "Other Benefits").

Good Reason; Other Than for Cause. If Except as provided in Section 5(b) below, if, during or after the expiration of the Employment Period, the Company shall terminate the Executive’s 's employment other than for Cause (including by delivery of a Notice of Non-Renewal), or if the Executive shall terminate employment for Good Reason and provided (in the case of clauses (i)(B) and (ii) below) that Executive executes and does not revoke a general release of claims in form reasonably satisfactory to the CompanyReason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 ten days after of the Date of Termination (or, solely with respect to any payment to be made pursuant to Section 5(a)(i)(D) below, such other time as specified therein), the aggregate of the following amounts: A. the sum of (1) the Executive’s 's accrued Annual Base Salary through the Date of Termination Termination, (2) any unpaid annual bonus earned by the Executive with respect to the previous year, and the Executive’s Annual Bonus for the prior fiscal year (3) any accrued vacation pay, in each case to the extent not theretofore paidpaid (the sum of the amounts described in clauses (1), and (2) and (3) shall be hereinafter referred to as the product of (x) "Accrued Obligations"); B. an amount equal to the Executive’s payment the Executive would have received under the Company's Annual Bonus Incentive Program for the prior fiscal year (the “Prior Bonus”of such termination in accordance with Section 3(b)(ii), and (y) a fraction, the numerator of which is multiplied by the number of days in the then-current that have transpired during that fiscal year that had elapses up immediately prior to and including the Date of Termination, and the denominator divided by 365; and C. an amount equal to 200% of which is 365 (the sum of (i) the Executive's Annual Base Salary immediately prior to the Date of Termination and (ii) the average annualized payment the Executive received for the 3 years (or such amounts, shorter period during which the “Accrued Obligations”Executive has served as Senior Vice President and Chief Financial Officer) immediately preceding the Date of Termination under the Company's Annual Incentive Program (the "Severance Payment"); and B. D. any unpaid portion of the Emergence Bonus, if any, to be paid in lieu of any other severance that may be payable under any other Company benefit plan or policy, the Executive’s Enhanced Severance Amount shown on Exhibit A;amount and in the manner defined herein in Attachment I. (ii) subject to the provisions of Sections (9)(f) hereof, to the extent not theretofore paid or provided, the Company shall timely pay or provide any accrued benefits and shall continue, for one year after the Executive’s Date of Termination, welfare benefits to the Executive and/or any other amounts or benefits, excluding any severance or separation pay or benefits, required to be paid or provided or which the Executive’s family on terms and conditions substantially equivalent Executive is eligible to those provided to other senior executives receive under any plan, program, policy, practice, contract or agreement of the Company and their families at such time; and (iii) its affiliated companies, including, without limitation, the vested benefit, if any, of the Executive under any unvested Deferred Units, Class B Units, stock options restricted stock and restricted share units qualified defined benefit or other equity interests in defined contribution retirement plan of the Company or is subsidiaries held by and its affiliated companies in which the Executive or a permitted transferee (whether granted under this Agreement or otherwise) shall vest participates, in accordance with the terms of such plan (such other amounts and benefits shall be hereinafter referred to as the Agreement or plan pursuant "Other Benefits"); (iii) the Company shall continue to which such interests were issued or grantedprovide 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 If, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause (including by delivery of a Notice of Non-Renewal)Cause, death or if Disability or the Executive shall terminate employment for Good Reason and provided (in the case of clauses (i)(B) and (ii) below) that Executive executes and does not revoke a general release of claims in form reasonably satisfactory to the CompanyReason: (i) except as specified below, the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive’s Annual Base Salary through the Date of Termination and the Executive’s any Annual Bonus for the prior fiscal year prior to the Date of Termination to the extent not theretofore paid, and (2) the product of (x) the average Annual Bonus paid to the Executive in respect of the three completed fiscal years prior to the Date of Termination, provided that such amount shall not be less than Executive’s Annual Bonus for the prior fiscal year at target hereunder (the “Prior Recent Average Bonus”), and (y) a fraction, the numerator of which is the number of days in the then-current fiscal year that had elapses up to and including in which the Date of Termination occurs through the Date of Termination, and the denominator of which is 365 365, in each case to the extent not theretofore paid (the sum of such amountsthe amounts described in clauses (1) and (2), shall be hereinafter referred to as the “Accrued Obligations”); and B. in lieu the amount equal to the product of any other severance that may be payable under any other Company benefit plan (x) two, or policyif the Date of Termination is within three years after a Change of Control, three and (y) the sum of (I) the Executive’s Enhanced Severance Amount shown on Exhibit A;Annual Base Salary and (II) the Recent Average Bonus; and (ii) the Company shall pay or provide any accrued benefits and shall continuestock options, for one year after the Executive’s Date of Termination, welfare benefits to the Executive and/or the Executive’s family on terms and conditions substantially equivalent to those provided to other senior executives of the Company and their families at such time; and (iii) any unvested Deferred Units, Class B Units, stock options restricted stock and restricted share units or other equity interests in the Company or is subsidiaries held by the Executive or a permitted transferee (whether granted under this Agreement or otherwise) shall vest immediately (with all such stock options remaining exercisable by the Executive or his heirs, successors or assigns until the end of the option term); and (iii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such amounts and benefits, the “Other Benefits”) in accordance with the terms and normal procedures of each such plan, program, policy or practice; provided that Executive and his eligible dependents shall continue to participate in the Agreement or plan pursuant to Company’s welfare benefit plans for the period during which such interests were issued or grantedseverance is measured commencing on the Date of Termination.

Good Reason; Other Than for Cause. If If, during the Employment Period, the Company shall terminate the Executive’s 's employment other than for Cause (Cause, including by delivery reason of a Notice of Non-Renewal)the Executive's death or Disability, or if the Executive shall terminate employment for Good Reason and provided (in the case of clauses (i)(B) and (ii) below) that Executive executes and does not revoke a general release of claims in form reasonably satisfactory to the CompanyReason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amountsamounts set forth in clauses A and B below: A. the sum of (1) the Executive’s 's Annual Base Salary through the Date of Termination and the Executive’s Annual Bonus for the prior fiscal year to the extent not theretofore paid, and (2) the product of (x) the Executive’s Annual Minimum Bonus for the prior fiscal year (the “Prior Bonus”), and (y) a fractionfraction (the "Proration Fraction"), the numerator of which is the number of days in the then-current fiscal calendar year that had elapses up to and including 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) to the extent not theretofore paid (the sum of such amountsthe amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the “"Accrued Obligations”"); and B. in lieu the amount equal to the product of any other severance that may be payable under any other Company benefit plan or policy(1) the number of years (including fractions thereof) remaining from the Date of Termination until December 31, 1999 and (2) the sum of (x) the Executive’s Enhanced Severance Amount shown on Exhibit A;'s Annual Base Salary and (y) the Minimum Bonus, which amount shall be discounted to present value at the applicable federal rate, as defined in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended; and (ii) the Stock Options and PEP Units shall become immediately vested; (iii) to the extent not theretofore paid or provided, the Company shall timely pay or provide any accrued benefits and shall continue, for one year after the Executive’s Date of Termination, welfare benefits to the Executive and/or any other amounts or benefits required to be paid or provided or which the Executive’s family on terms and conditions substantially equivalent Executive is entitled to those provided to other senior executives receive under any plan, program, policy or practice or contract or agreement of the Company and their families at its affiliated companies, excluding any severance plan or policy except to the extent that such time; and (iii) any unvested Deferred Unitsplan or policy provides, Class B Units, stock options restricted stock and restricted share units or other equity interests in the Company or is subsidiaries held by Executive or a permitted transferee (whether granted under this Agreement or otherwise) shall vest in accordance with the terms its terms, benefits with a value in excess of the Agreement or plan pursuant benefits payable to which the Executive under this Section 4 (such interests were issued or grantedother amounts and benefits shall be hereinafter referred to as the "Other Benefits").