Common use of Involuntary Termination Clause in Contracts

Involuntary Termination. If the Employee experiences an Involuntary Termination, such termination of employment shall be subject to the Company’s obligations under this Section 7. In the event of the Involuntary Termination of the Employee, the Company shall, during the remaining term of this Agreement (i) pay to the Employee monthly one-twelfth of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein).

Involuntary Termination. If The Board of Directors may terminate the Employee experiences an Involuntary TerminationEmployee's employment at any time, such but, except in the case of Termination for Cause, termination of employment shall be subject not prejudice the Employee's right to the Company’s obligations compensation or other benefits under this Section 7Agreement. In the event of the Involuntary Termination other than in connection with or within twelve (12) months after a Change in Control, (1) the Bank shall pay to the Employee during the remaining term of this Agreement, the Employee's salary at the rate in effect immediately prior to the Date of Termination, payable in such manner and at such times as such salary would have been payable to the Company shallEmployee under Section 4 if the Employee had continued to be employed by the Bank, and (2) the Bank shall provide to the Employee during the remaining term of this Agreement (i) pay to the Employee monthly one-twelfth of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) benefits as the Bank maintained for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect its executive officers immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”)Date of Termination, including Bank-paid dependent medical and dental coverage. No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein)compensation.

Involuntary Termination. If the Employee experiences an Involuntary TerminationExecutive’s employment is involuntarily terminated by the Company during the Employment Term, such termination of employment the Executive shall be entitled to receive his Base Salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date (collectively, the “Accrued Obligations”). Such payments shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable in accordance with the terms of the applicable plan. If the termination is not (1) a termination for Cause (as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); (4) a termination due to non-renewal of the then current term as described in Section 5(e); or (5) pursuant to Section 6, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then-current term of the Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); (4) a termination due to non-renewal of the then current term as described in Section 5(e); or (5) pursuant to Section 6, then, subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following: (i) Any options, restricted shares or other awards granted to the Executive under the 2013 Equity Plan shall become fully vested and, in the case of options, exercisable in full; (ii) Provided that the Executive elects continuation of coverage under the Company’s obligations under this Section 7. In group health plan pursuant to the event Consolidated Omnibus Budget Reconciliation Act of the Involuntary Termination of the Employee1986, as amended (“COBRA”), the Company shall, during the remaining term of this Agreement (i) pay to the Employee monthly one-twelfth of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment Executive shall be made provided continued coverage at the Company’s expense under this Section 7(a) unless any health insurance programs maintained by the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined Company in Section 409A taking into account all rules and presumptions provided for in which the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) Executive participated at the time of his Separation from Service, then payments under this Section 7(atermination for twelve (12) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Servicemonths, or his earlier death until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Delayed Distribution DateCode”). Any ) (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments deferred on account of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the preceding sentence Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be accumulated without interest provided in any other calendar year; and (iii) Annual Bonus(es) payable under Section 3 above that would have been earned based solely on continued employment for the remainder of the then current term, and if none, then an amount equal to fifty percent (50%) of the Executive’s then current Base Salary, payable at the same time as bonuses are paid to other active employees of the Company with respect to such performance period, and forfeited if the first payment that is payable Executive violates any of the restrictive covenants in accordance with the preceding sentence Section 9 and Section 409A. To 10. For purposes of clause (i) above, the extent permitted by Section 409A, amounts payable reference to "fully vested" in connection with any award subject to performance-based vesting conditions refers to vesting at the maximum level of achievement of the performance goal or goals under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein)the award.

Involuntary Termination. If Upon termination of Employee's employment by reason of Involuntary Termination (other than a Termination for Cause), the employment relationship created pursuant to this Agreement will terminate and no further compensation will become payable to Employee experiences an pursuant to Section 6 or Section 7 upon the effectiveness of such Involuntary Termination. Upon Employee's Involuntary Termination (other than a Termination for Cause), such termination of employment shall Employee will be subject entitled to receive only the Company’s obligations under amounts provided in this Section 7. In 9.B: (i) the event unpaid base salary earned by Employee pursuant to Section 6.A for services rendered through the date of the Involuntary Termination such termination, (ii) any accrued and unpaid Bonus Amount, (iii) any accrued but unpaid PTO, if any, (iv) unreimbursed amounts under Section 7.A, (v) a lump sum severance payment in an aggregate amount equal to three (3) months of the Employee's then current base salary, and (vi) three (3) months of COBRA coverage under the Company shallCompany's medical, during dental and vision plans, as then in effect, at the remaining term cost paid by active employees of this Agreement (i) pay the Company, if and to the Employee monthly one-twelfth of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of extent the Employee and his eligible dependents (a) are participating in such plans on his effective date of termination and beneficiaries who would have been eligible (b) timely enroll for such COBRA coverage thereunder. The severance pay and benefits if the Employee had not suffered Involuntary Termination in respect of clauses (v) and on terms substantially as favorable (vi) shall be contingent upon Employee's execution and delivery to the Employee including amounts Company an unconditional general release, in form satisfactory to the Company, of coverage all claims against the Company and deductibles its Affiliates and other costs their respective directors, officers, employees and representatives, arising from or in connection with this Agreement or Employee's employment with the Company, subject to him applicable law. Further, the severance pay and benefits set forth in effect immediately prior to such Involuntary Termination clauses (the “v) and (vi) shall be contingent upon Employee’s Health Coverage”'s continued performance of his obligations under Sections 8.A, 8.B, 8.D, 8.E and 8.G. Any payments in respect of clauses (i). No payment , (iii), or (iv) shall be made under this Section 7(awithin thirty (30) unless the Employee’s termination days of employment qualifies as a “Separation from Service” such Involuntary Termination; any Bonus Amount in respect of clause (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409Aii) at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with Section 6.C; and any severance amount in respect of clause (v) shall be paid as soon as administratively feasible after the preceding sentence Employee's execution and Section 409A. To delivery to the extent permitted by Section 409ACompany an unconditional general release, amounts payable under as described in this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein).9.B.

Involuntary Termination. If the Employee experiences an Involuntary Termination, such termination of Employee’s employment shall be subject to the Company’s obligations under this Section 7. In the event of the Involuntary Termination of the Employee, is terminated by the Company shall, during the remaining term of this Agreement (i) pay to the Employee monthly one-twelfth of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” without Cause (as defined in Section 409Aherein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) at the time (for purposes of his Separation from Serviceclarity, then payments under this Section 7(a) which are a termination without Cause or for Good Reason does not considered paid on account include a termination that occurs as a result of an involuntary Employee’s death or disability), and provided that such termination constitutes a “separation from service (service” as defined in Treasury Regulation Section 1.409A-1(b)(9)(iiil.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”), then, in addition to the Accrued Obligations, Employee shall receive: (i) a lump sum payment of one (1) year of Base Salary plus an amount equal to the average of the two (2) prior years’ bonuses, which shall be paid in one lump sum within thirty (30) days after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as such constitute deferred compensation an employee under Section 409A, shall not be paid the Company’s health plans until the 185th day following earlier of: (1) a date one (1) year after the Employee’s Separation from Service, date health care coverage is lost as an employee; or his earlier death (2) a date on which the “Delayed Distribution Date”). Any payments deferred on account Employee is covered under the medical plan of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e.another employer, which are considered payable on account of an involuntary separation from service as herein defined herein)does not exclude pre-existing conditions.

Involuntary Termination. If the Employee experiences an Involuntary Termination, such termination of Employee’s employment shall be subject to the Company’s obligations under this Section 7. In the event of the Involuntary Termination of the Employee, is terminated by the Company shall, during the remaining term of this Agreement (i) pay to the Employee monthly one-twelfth of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” without Cause (as defined in Section 409Aherein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) at the time (for purposes of his Separation from Serviceclarity, then payments under this Section 7(a) which are a termination without Cause or for Good Reason does not considered paid on account include a termination that occurs as a result of an involuntary Employee’s death or disability), and provided that such termination constitutes a “separation from service (service” as defined in Treasury Regulation Section 1.409A-1(b)(9)(iiil.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”), then, in addition to the Accrued Obligations, Employee shall receive: (i) a lump sum payment of two (2) years of Base Salary plus an amount equal to the average of the two (2) prior years’ bonuses, which shall be paid in one lump sum within thirty (30) days after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as such constitute deferred compensation an employee under Section 409A, shall not be paid the Company’s health plans until the 185th day following earlier of: (1) a date two (2) years after the Employee’s Separation from Service, date health care coverage is lost as an employee; or his earlier death (2) a date on which the “Delayed Distribution Date”). Any payments deferred on account Employee is covered under the medical plan of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e.another employer, which are considered payable on account of an involuntary separation from service as herein defined herein)does not exclude pre-existing conditions.

Involuntary Termination. If In the Employee experiences event Executive’s employment is terminated under circumstances constituting an Involuntary Termination, such termination of employment the Executive shall be subject entitled to receive: (i) within fifteen (15) calendar days after the Date of Termination, the Executive’s Accrued Compensation and Pro-Rata Bonus through the Date of Termination; and (ii) within fifteen (15) calendar days after the period for revocation of the release has elapsed, the amount in cash equal to the sum of the Executive’s annual Base Salary and the Executive’s Target Bonus in effect as of the Date of Termination; and (iii) for eighteen (18) months after the period for revocation of the release has elapsed continuation of the Benefits, as if the Executive’s employment had not been terminated; provided, however, that if the Executive commences employment with another employer during such eighteen (18) month period and is eligible to receive medical benefits under the new employer’s plan(s), the Benefits shall terminate as of the date the Executive becomes eligible to receive such benefits; (iv) within fifteen (15) calendar days after the after the period for revocation of the release has elapsed, an amount equal to the contributions to the Company’s obligations under this Section 7. In the event retirement plans on behalf of the Involuntary Termination of the Employee, the Company shall, during the remaining term of this Agreement (i) pay to the Employee monthly one-twelfth of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) Executive that would have been made for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits Executive if the Employee Executive’s employment had not suffered Involuntary Termination continued for twelve (12) months after the Date of Termination, assuming for this purpose that all benefits under any such retirement plans were fully vested and on terms substantially that the Executive’s compensation during such twelve (12) months were the same as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect it had been immediately prior to such Involuntary Termination the Date of Termination; and (v) reimbursement, up to $15,000, for outplacement services reasonably selected by the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless Executive incurred by the Employee’s end of the second calendar year after termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in such reimbursement to occur by the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account end of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein)following calendar year.

Involuntary Termination. If Employer recognizes that the Employee experiences Executive would incur substantial damage to personal and professional reputation in the event of an Involuntary Termination. Consequently, should such termination Involuntary Termination occur during the Period of employment Employment, the Employer shall be subject pay to the Company’s obligations under this Section 7. In Executive, as liquidated damages, an amount (the event “Severance Amount”) equivalent to the sum of the Involuntary Termination of the Employee, the Company shall, during the remaining term of this Agreement (i) pay to the Employee monthly one-twelfth of his “Total Compensation” 1.25 times Executive’s then current annualized Base Salary and (ii) maintain substantially a percentage of the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) target Incentive Compensation otherwise stipulated for the benefit of Executive pursuant to Section 3(b) of this Agreement for the Employee and his dependents and beneficiaries who would have been eligible for such benefits if calendar year in which the Employee had not suffered Involuntary Termination occurs as follows: Under one year None One year up to two years 50 % Two years and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Serviceover 125 % Employer, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employeeupon Executive’s Separation from Service, or shall pay to Executive one-half of the Severance Amount in a lump sum in cash within thirty (30) days after the date of Executive’s Separation from Service and the remaining one-half of the Severance Amount shall be paid in equal installments over a twelve (12) month period commencing on the first day of the month following the month of Executive’s Separation from Service and at the same time that Base Pay would have been paid has this Agreement continued; provided, Employer’s obligation to make such payments shall be contingent upon Executive signing a general release of all claims, in a form attached hereto as Exhibit A, within twenty-one (21) days following his earlier death Separation from Service and not revoking such release within his seven (7) day revocation period. Upon Executive’s becoming ineligible to participate in the group health plan(s) sponsored by the Employer, Executive may elect continuation coverage (“Delayed Distribution DateContinuation Coverage”) under such plan(s) as permitted by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). Any During such COBRA coverage period, the Employer will pay (or will reimburse the Executive for paying) the premiums for COBRA Continuation Coverage (excluding any medical flexible spending account coverage) until the first to occur of (i) 15 months after the Involuntary Termination, or (ii) the date on which the Executive commences employment with a new employer and is eligible to participate in a subsequent employer’s medical and healthcare employee benefits program with respect to the Employer’s insured group health plan; provided, however, that such payments deferred on account or reimbursements shall not exceed the amount paid by Employer for the medical and healthcare coverage in effect for Executive and his dependents immediately prior to the COBRA coverage period. All other premiums shall be paid by Executive. If the Executive has an Involuntary Termination, the Employer shall accelerate the vesting of its stock options previously granted to Executive pursuant to the Employer’s Equity Ownership Plan (or any other or successor plans) as follows (but the period during which Executive may exercise the stock options shall not be extended under this Agreement): Under one year None One year up to two years Options otherwise vesting within 6 months following Involuntary Termination Two years and over Options otherwise vesting within 15 months following Involuntary Termination If the Involuntary Termination or a Constructive Discharge occurs within 24 months following a Change of Control, in lieu of the preceding sentence Severance Amount provided in the first paragraph of this Section 4(b) (but paid in the same manner as provided in Section 4(b)), the Severance Amount shall be accumulated without interest the aggregate of (i) two times annualized Base Salary and paid with (ii) 100% of the first target Incentive Compensation otherwise payable to him for the year in which the Involuntary Termination or Constructive Discharge occurs. In addition, vesting for all unvested stock options granted pursuant to the Employer’s Equity Ownership Plan (or any other or successor plans) shall be immediately accelerated (but the period during which Executive may exercise the stock options shall not be extended under this Agreement). In order to reduce the impact of any possible excise tax, AtheroGenics agrees to provide a gross up payment that is equal to the sum of a) the excise tax under Code Section 4999 payable on the severance package and b) the federal, state, local, employment tax and excise tax on the gross up payment. Such gross up payment shall be made no later than the end of the calendar quarter next following the calendar quarter in accordance with which the preceding sentence and Section 409A. To Executive remits the extent permitted by Section 409A, amounts payable related taxes. Except as provided under this Section 7(a) which are considered deferred compensation shall be treated 4(b), as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of the effective date of an involuntary separation from service as herein defined herein)Involuntary Termination, all other obligations of the Employer to Executive under this Agreement shall cease.

Involuntary Termination. If the Employee experiences Employee's employment is ----------------------- terminated as a result of an Involuntary Termination, such termination of employment shall be subject to the Company’s obligations under this Section 7. In the event of the Involuntary Termination of the Employee, the Company shall, during the remaining term of this Agreement (i) pay to the Employee monthly one-twelfth of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) than for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” Cause (as defined in Section 409A6 below) and other than by reason of Employee's Voluntary Termination, Employee will be entitled to receive a severance payment equal to twelve (12) months of the Base Salary plus the amount of Employee's target bonus for the fiscal year in which the termination occurs to the extent that the bonus has been earned as of such date, as determined by the Board of Directors or its Compensation Committee based upon the specific corporate and individual performance targets established for such fiscal year. Such payment shall be reduced by applicable income and employment taxes and shall be made in two equal installments as follows: (i) one-half within seven (7) days of the effective date of the termination, and (ii) one-half on the six-month anniversary thereof. Health insurance benefits with the same coverage provided to Employee prior to the termination and in all other respects significantly comparable to those in place immediately prior to the termination will be provided at the time Company's cost for a period of his Separation from Servicetwelve (12) months through reimbursement of premiums paid by Employee for such coverage (which coverage shall be provided pursuant to the terms of the Consolidated Omnibus Reconciliation Act of 1985, then payments under this Section 7(aas amended, ("COBRA") which are not considered paid once available to employees of the Company). In addition, the stock option held by Employee that is unexercisable as of the date of such termination shall become exercisable on account the effective date of an involuntary separation from service such termination with respect to fifty percent (50%) of the Shares (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii))4(c) above) subject to such unexercisable option. As a condition of, and as in exchange for, the receipt of such constitute deferred compensation under Section 409Aseverance benefits, Employee shall not be paid until execute and deliver to the 185th day following Company (and remain in full compliance with): (i) a Settlement Agreement and Release of Claims in a form satisfactory to the Company; and (ii) a resignation from all of Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid 's positions with the first payment that is payable Company, including from the Board of Directors and any committee thereof on which Employee serves, in accordance with a form satisfactory to the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein)Company.

Involuntary Termination. If the Employee Executive experiences an Involuntary TerminationTermination prior to the end of the Term, such termination of employment shall be subject to the Company’s obligations under this Section 77(a). In the event of the If such Involuntary Termination of the Employeeoccurs, the Company shall, during the remaining term of this Agreement : (i) pay to the Employee monthly one-twelfth Executive or the Executive’s beneficiary a cash payment equal to two (2) times the sum of his (A) the Executive’s then Base Salary (excluding any reductions to Base Salary that may have triggered such termination), plus (B) the Executive’s Target Bonus (the “Total Compensation” and Severance Payment”), provided, however, that, in no event shall the Severance Payment be less than $500,000.00; (ii) maintain substantially continue COBRA benefits for a period of up to eighteen (18) months following the same group life Date of Termination, at no cost to the Executive; provided that the Executive is eligible for and elects such coverage; (iii) accelerate the vesting of any outstanding equity awards if so provided pursuant to the terms of such awards or key man life insuranceas provided herein; (iv) pay to the Executive a Pro Rata Bonus, hospitalizationif any; and (v) provide the Executive with executive level outplacement services for a period of up to one (1) year, medicalas may be needed. In addition to the foregoing, dentalin connection with an Involuntary Termination, prescription drug the Executive shall be entitled to receive (A) any accrued but unpaid Base Salary and any accrued but unused vacation through the Date of Termination, (B) reimbursement of any expenses incurred through the Date of Termination in accordance with Section 4(d), and (C) all vested benefits and amounts under any plan, program or arrangement, the payment and other health benefitsrights with respect to which shall be governed by the terms thereof (the benefits listed in this subparagraph collectively, the “Accrued Compensation”). Except as may be provided by Section 21(b), if applicable, the Severance Payment and Pro Rata Bonus provided herein, shall be paid in a single lump sum on the forty-fifth (45th) day following the Date of Termination provided that the Executive executes, and long-term disability insurance does not revoke, a release and waiver, in the form attached hereto as Exhibit B (if anythe “Release”) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination forty-fifth (45th) day. If the “Employee’s Health Coverage”Release has not become irrevocable on or before such forty-fifth (45th) day, the Executive shall forfeit any right to the Severance Payment (and the benefits set forth in subparagraphs (ii). No payment shall be made under this Section 7(a, (iii), and (v) unless the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulationsabove). If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, Executive should die after amounts become payable under this Section 7(a) which are considered deferred compensation ), such amounts shall thereafter be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein)paid to the Executive’s estate.

Involuntary Termination. If the Employee experiences an Covered Person’s employment is terminated as a result of Involuntary Termination, such termination of employment shall be then, subject to the Company’s obligations under this Section 7. In the event Covered Person executing a general release in favor of the Involuntary Termination Company, the Covered Person shall be entitled to receive a lump sum severance payment in an amount equal to eighteen (18) months of the EmployeeCovered Person’s annual Target Compensation; and in addition, for a period of eighteen (18) months after such termination (the “COBRA Payment Period”), the Company shall, during shall be obligated to provide the remaining term of this Agreement (i) pay to the Employee monthly one-twelfth of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, Covered Person with continued participation in medical, dental, prescription drug and other health benefitsvision, and long-term disability life insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms that are substantially as favorable equivalent to the Employee including amounts of coverage and deductibles and other costs to him Covered Person’s benefits that were in effect immediately prior to such Involuntary Termination the Change of Control (the “Employee’s Health CoverageCOBRA premiums”). No payment In addition, outstanding stock options and shares of restricted stock or restricted units held by the Covered Person granted prior to the date of such termination under the Company’s equity plans which would otherwise become fully vested, nonforfeitable and not subject to any restrictions following the date of such termination shall instead become fully vested, nonforfeitable and not subject to restrictions as of the date of such termination. Any severance payments to which the Covered Person is entitled pursuant to this section shall be made under paid in a lump sum within sixty (60) days of the effective date of the Covered Person’s termination. For purposes of this Section 7(a) unless the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)Paragraph 3(a)(i), and the term “Target Compensation” shall mean the highest amount of Target Compensation applicable to the Covered Person from the period of time immediately prior to the Change of Control through the effective date of the Covered Person’s termination. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death amended (the “Delayed Distribution DateCode”) or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act). Any payments deferred , then in lieu of providing the COBRA premiums, the Company, in its sole discretion, may elect to instead pay Covered Person on account the first day of each month of the preceding sentence shall be accumulated without interest and paid with COBRA Payment Period, a fully taxable cash payment equal to the first payment COBRA premiums for that is payable in accordance with month, subject to applicable tax withholdings, for the preceding sentence and Section 409A. To remainder of the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein)COBRA Payment Period.

Involuntary Termination. If the Employee experiences Employee's employment terminates due to an Involuntary Termination, such then the Employee shall be entitled to receive a lump-sum severance payment equal to: 200% of the Employee's then established Base Compensation; 200% of the sum of the actual annual bonuses (if any) received by Employee during the previous two (2) years prior to the termination, divided by two (2); and if applicable, monthly reimbursements from the Corporation for the same level of health coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee's termination of employment shall be subject employment; provided, however, that: (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (ii) the Employee elects continuation coverage pursuant to the Company’s obligations under this Section 7Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), within the time period prescribed pursuant to COBRA. In The Corporation shall continue to reimburse the event Employee for premiums paid to continue such coverage until one (1) year after the date of the Involuntary Termination or, if earlier, until Employee is eligible for similar benefits from another employer. The Employee shall be responsible for the payment of COBRA premiums (including, without limitation, all administrative expenses) for the remaining COBRA period. If the provisions of COBRA do not apply to Employee (for instance, if the Employee is employed outside of the United States), the Corporation will provide Employee with a lump sum payment equal to twelve (12) multiplied by the portion, if any, of the premium the Corporation was paying for the Employee's health coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee, the Company shall, during the remaining term of this Agreement (i) pay to the Employee monthly one-twelfth of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless the Employee’s 's termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein)employment.

Involuntary Termination. If the Employee experiences Employee’s employment terminates due to an Involuntary Termination, such termination of employment then the Employee shall be subject entitled to receive the Company’s obligations under this Section 7. In the event of the Involuntary Termination following severance payments and benefits: (i) A lump sum payment equal to one hundred fifty percent (150%) of the Employee, the Company shall, during the remaining term of this Agreement (i) pay to the Employee monthly one-twelfth of his “Total ’s Base Compensation” and ; (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance A lump sum payment equal to one hundred fifty percent (if any150%) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially Employee’s Incentive Pay as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such the Involuntary Termination Termination; and (iii) If the Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA for the Employee and the Employee’s Health Coverage”eligible dependents (if any), monthly reimbursements from the Corporation for the Employee’s COBRA premiums at the same level of health coverage and benefits as in effect for the Employee (and the Employee’s eligible dependents, if any) on the day immediately prior to the termination of the Employee’s employment or, if greater, on the day immediately prior to the Change of Control. No payment The Corporation shall continue to reimburse the Employee for premiums paid to continue such coverage until the earlier of (A) eighteen (18) months after the date of the Involuntary Termination, or (B) the date upon which the Employee and Employee’s eligible dependents no longer are eligible to receive continuation coverage pursuant to COBRA. The Employee shall be made under this Section 7(aresponsible for the payment of COBRA premiums (including, without limitation, all administrative expenses) unless for any remaining COBRA period. If the provisions of COBRA do not apply to Employee at the time of the termination of the Employee’s employment (for instance, if the Employee is employed outside of the United States), the Corporation will provide Employee with a lump sum payment equal to eighteen (18) multiplied by the portion, if any, of the premium the Corporation was paying for the Employee’s health coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee’s termination of employment qualifies as a “Separation from Service” employment. In addition, and notwithstanding anything to the contrary in this Section 1(b)(iii), if the Corporation determines in its sole discretion that it cannot provide the COBRA benefits without potentially violating applicable law (as that phrase is defined including, without limitation, Section 2716 of the Public Health Service Act), the Corporation will in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If lieu thereof provide to the Employee is a “Specified Employee” taxable monthly payment, during the eighteen (as defined in Section 409A18) at the time months following termination of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Serviceemployment, in a monthly amount equal to the monthly COBRA premium that the Employee would be required to pay to continue group health coverage for the Employee and the Employee’s eligible dependents (if any) in effect on the day immediately before the date of termination of his or his earlier death her employment (which amount will be based on the “Delayed Distribution Date”). Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with premium for the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e.month of COBRA coverage), which are considered payable on account payments will be made regardless of an involuntary separation from service as herein defined herein)whether the Employee elects COBRA continuation coverage.

Involuntary Termination. If the Employee experiences an Employee’s employment with the Company is terminated as a result of Involuntary Termination, such termination of employment then the Employee shall be subject entitled to receive the Company’s obligations under this Section 7. In the event of the Involuntary Termination of the Employee, the Company shall, during the remaining term of this Agreement following severance benefits: (i) The Employee shall be entitled to receive severance pay in an amount equal to the Employee monthly one-twelfth one hundred percent (100%) of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially annual base salary as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Service, then payments under such termination. Any severance to which the Employee is entitled pursuant to this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, section shall not be paid until the 185th day in a lump sum, less applicable withholding, within thirty (30) days following the Employee’s Separation from Servicetermination. (ii) The Executive shall be entitled to receive a separation bonus equal to the gross amount of fifty percent (50%) of the average annual performance bonus paid to the Executive for the two (2) most recent fiscal years for which bonuses have been paid prior to the termination date. (iii) With respect to any unvested options to purchase shares of the stock of the Company held by the Employee; Section 12.1 (b) of the 2005 Equity Incentive Plan, or his earlier death as amended (the “Delayed Distribution DatePlan”). Any payments deferred on account , notwithstanding, if a Change in Control occurs and the “Acquiror”, as defined in the Plan, does not assume the “Awards”, as defined in the Plan, held by Employee, then all such Awards held by Employee shall become fully vested and exercisable as of a date ten (10) business days prior to the occurrence of the preceding sentence closing of the transaction resulting in the Change in Control, with any acceleration and exercise subject to, and conditional upon, the actual closing of such transaction.” (iv) The Employee shall be accumulated without interest entitled to exercise all vested options to purchase shares of the stock of the Company held be the Employee (including any options to purchase shares that become vested for a period of twelve (12) months after the date of such termination (notwithstanding anything to the contrary otherwise provided under the terms and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account conditions of an involuntary separation from service as herein defined hereinsuch options). (v) The Company shall, if permitted under the Company’s existing health insurance plans, continue the Executive’s existing group health insurance coverage. If not so permitted, the Company shall reimburse the Executive for any health insurance premiums paid by the Executive for continued group health insurance coverage. Such health insurance coverage or reimbursement of premiums shall continue until the earlier of (i) twelve (12) months after the date of the Executive’s Involuntary Termination or (ii) the date on which the Executive commences New Employment.

Involuntary Termination. If the Employee’s employment is terminated (A) by the Company other than for Cause or (B) voluntarily by the Employee experiences an Involuntary Terminationfor Good Reason, such termination of employment then Employee shall be subject entitled to receive the following benefits: (i) monthly severance payments during the period from the date of the Employee’s termination until the date twenty-four (24) months after the effective date of the termination (the “Severance Period”) equal to the monthly salary which the Employee was receiving immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee’s “target bonus” (as defined herein) for the fiscal year in which the termination occurs for each month in which severance payments are made to the Employee pursuant to subsection (i) above ; (iii) the pro-rated amount of the Employee’s “target bonus” for the fiscal year in which the termination occurs, calculated based on the number of months during such fiscal year in which the Employee was employed by the Company (or a successor corporation) with such payment being made on the termination date; (iv) reimbursement for premiums paid for continued health benefits for Employee (and any eligible dependents) under the Company’s obligations health plans until the earlier of (a) twenty-four (24) months, payable when such premiums are due (provided Employee validly elects to continue coverage under this Section 7the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), or (b) the date upon which Employee and Employee’s eligible dependents become covered under similar plans; and (v) outplacement services with a total value not to exceed Twenty Thousand Dollars ($20,000), to be provided within the Severance Period. In the event of the Involuntary Termination of the Employee, the Company shall, during the remaining term of this Agreement The severance payments described in subsections (i) pay to the Employee monthly one-twelfth of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment above shall be made under this Section 7(a) unless paid during the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable Severance Period in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein)Company’s standard payroll practices.

Involuntary Termination. If In the Employee experiences event Executive’s employment is terminated under circumstances constituting an Involuntary Termination, such termination of employment the Executive shall be subject entitled to receive: (i) within fifteen (15) calendar days after the Date of Termination, the Executive’s Accrued Compensation and Pro-Rata Bonus through the Date of Termination; and (ii) within fifteen (15) calendar days after the period for revocation of the release has elapsed, the amount in cash equal to the sum of (x) one (1) times the Executive’s annual Base Salary and (y) the Executive’s Target Bonus in effect as of the Date of Termination; and (iii) for eighteen (18) months after the period for revocation of the release has elapsed continuation of the Benefits, as if the Executive’s employment had not been terminated; provided, however, that if the Executive commences employment with another employer during such eighteen (18) month period and is eligible to receive medical benefits under the new employer’s plan(s), the Benefits shall terminate as of the date the Executive becomes eligible to receive such benefits; (iv) within fifteen (15) calendar days after the after the period for revocation of the release has elapsed, an amount equal to the contributions to the Company’s obligations under this Section 7. In the event retirement plans on behalf of the Involuntary Termination of the Employee, the Company shall, during the remaining term of this Agreement (i) pay to the Employee monthly one-twelfth of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) Executive that would have been made for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits Executive if the Employee Executive’s employment had not suffered Involuntary Termination continued for twelve (12) months after the Date of Termination, assuming for this purpose that all benefits under any such retirement plans were fully vested and on terms substantially that the Executive’s compensation during such twelve (12) months were the same as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect it had been immediately prior to such Involuntary Termination the Date of Termination; and (v) reimbursement, up to $4,870, for outplacement services reasonably selected by the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless Executive incurred by the Employee’s end of the second calendar year after termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in such reimbursement to occur by the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account end of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein)following calendar year.

Involuntary Termination. If the Employee experiences For purposes of this Agreement, an Involuntary Termination, such termination of employment shall be subject to the Company’s obligations under this Section 7. In the event of the Involuntary Termination of the Employee, Employment shall be deemed to occur if: (a) there has been an actual termination by the Company shallof Executive’s employment, during the remaining term of this Agreement other than (i) pay to the Employee monthly one-twelfth of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified EmployeeFor Cause” (as defined in Section 409A7 below), (ii) at the time of his Separation from ServiceExecutive’s death, then payments under this Section 7(a(iii) which are not considered paid on account of an involuntary separation from service accident or illness which renders Executive unable, for a period of at least six (6) consecutive months, to perform the essential functions of his or her job notwithstanding the provision of reasonable accommodation by the Company; or (iv) a Termination in Connection with a Change in Control, as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)the Executive Continuity Agreement between Executive and Company dated June __, 2019. (b) the Company reduces Executive’s salary (except in the case of a reduction of no more than ten percent (10%) that applies to all similarly-situated executives of the Company), and as such constitute deferred compensation under Section 409Areduces reward opportunities (which will be evaluated in light of the performance requirements therefor), shall not be paid until the 185th day following the Employeereduces other compensation, deprives Executive of any material fringe benefit, a material diminution in Executive’s Separation from Serviceauthority, duties, or his earlier death (responsibilities, a material diminution in the “Delayed Distribution Date”). Any payments deferred on account authority, duties, or responsibilities of the preceding sentence shall be accumulated person to whom Executive is required to report, a material diminution in the budget over which Executive retains authority, or a relocation of Executive’s primary office more than seventy-five (75) miles from his or her then current office location, but not closer to his or her principal residence (each, a “Good Reason” event), without interest his or her prior express written approval; provided that the Executive must notify the Company of such event in writing within thirty (30) days of its occurrence, specifying the circumstance that the Executive claims constitutes Good Reason, at which time the Company will then have fifteen (15) days to cure such Good Reason event, and paid with if the first payment that is payable Company fails to do so, the Executive must provide a notice of termination within ten (10) days of the expiration of the fifteen-day cure period in accordance with the preceding sentence order for his or her resignation to constitute a resignation for Good Reason and Section 409A. To the extent permitted by Section 409A, amounts payable qualify under this Section 7(asubsection (b); or (c) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account any material breach by the Company of an involuntary separation from service as herein defined herein)any provision of this Agreement.

Involuntary Termination. If In the Employee experiences event Executive’s employment is terminated under circumstances constituting an Involuntary Termination, such termination of employment the Executive shall be subject entitled to receive: (i) within fifteen (15) calendar days after the Date of Termination, the Executive’s Accrued Compensation and Pro-Rata Bonus through the Date of Termination; and (ii) within fifteen (15) calendar days after the period for revocation of the release has elapsed, the amount in cash equal to the sum of the Executive’s annual Base Salary and the Executive’s Target Bonus in effect as of the Date of Termination; and (iii) for eighteen (18) months after the period for revocation of the release has elapsed continuation of the Benefits, as if the Executive’s employment had not been terminated; provided, however , that if the Executive commences employment with another employer during such eighteen (18) month period and is eligible to receive medical benefits under the new employer’s plan(s), the Benefits shall terminate as of the date the Executive becomes eligible to receive such benefits; (iv) within fifteen (15) calendar days after the after the period for revocation of the release has elapsed, an amount equal to the contributions to the Company’s obligations under this Section 7. In the event retirement plans on behalf of the Involuntary Termination of the Employee, the Company shall, during the remaining term of this Agreement (i) pay to the Employee monthly one-twelfth of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) Executive that would have been made for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits Executive if the Employee Executive’s employment had not suffered Involuntary Termination continued for twelve (12) months after the Date of Termination, assuming for this purpose that all benefits under any such retirement plans were fully vested and on terms substantially that the Executive’s compensation during such twelve (12) months were the same as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect it had been immediately prior to such Involuntary Termination the Date of Termination; and (v) reimbursement, up to $15,000, for outplacement services reasonably selected by the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless Executive incurred by the Employee’s end of the second calendar year after termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in such reimbursement to occur by the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account end of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein)following calendar year.

Involuntary Termination. If In the Employee experiences event Executive’s employment is terminated under circumstances constituting an Involuntary Termination, such termination of employment the Executive shall be subject entitled to receive: (i) within fifteen (15) calendar days after the Date of Termination, the Executive’s Accrued Compensation and Pro-Rata Bonus through the Date of Termination; and (ii) within fifteen (15) calendar days after the period for revocation of the release has elapsed, the amount in cash equal to the sum of (x) two (2) times the Executive’s annual Base Salary and (y) the Executive’s Target Bonus in effect as of the Date of Termination; and (iii) for eighteen (18) months after the period for revocation of the release has elapsed continuation of the Benefits, as if the Executive’s employment had not been terminated; provided, however, that if the Executive commences employment with another employer during such eighteen (18) month period and is eligible to receive medical benefits under the new employer’s plan(s), the Benefits shall terminate as of the date the Executive becomes eligible to receive such benefits; (iv) within fifteen (15) calendar days after the after the period for revocation of the release has elapsed, an amount equal to the contributions to the Company’s obligations under this Section 7. In the event retirement plans on behalf of the Involuntary Termination of the Employee, the Company shall, during the remaining term of this Agreement (i) pay to the Employee monthly one-twelfth of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) Executive that would have been made for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits Executive if the Employee Executive’s employment had not suffered Involuntary Termination continued for twelve (12) months after the Date of Termination, assuming for this purpose that all benefits under any such retirement plans were fully vested and on terms substantially that the Executive’s compensation during such twelve (12) months were the same as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect it had been immediately prior to such Involuntary Termination the Date of Termination; and (v) reimbursement, up to $15,000, for outplacement services reasonably selected by the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless Executive incurred by the Employee’s end of the second calendar year after termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in such reimbursement to occur by the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account end of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein)following calendar year.

Involuntary Termination. If In the event that the Grantee ceases to provide Services as an Employee experiences by reason of an Involuntary Termination, unless the Option has earlier terminated, the Option shall, immediately prior to such termination Involuntary Termination, vest and become exercisable with respect to 18.75% of employment shall be the total number of Shares subject to this Option (or [•] Shares (subject to adjustment pursuant to paragraph (c) of Section 5)), and the Company’s obligations under Option may be exercised, in accordance with paragraph (a) of Section 5, to the extent vested as of such Involuntary Termination (for clarity, after taking into account the foregoing acceleration provision of this Section 7. In paragraph (e)), provided such exercise occurs by the event close of business on the last calendar day of the 9th full calendar month following the date of such Involuntary Termination Termination. Notwithstanding the increased vesting provided for in the preceding sentence, in no event shall the Option become vested and exercisable for more than the number of the Employee, the Company shall, during the remaining term Shares set forth in Section 1 (subject to adjustment as provided in paragraph (c) of Section 5). For purposes of this Agreement Agreement, “Involuntary Termination” shall mean: (i) pay without Grantee’s express written consent, a material reduction or alteration of Grantee’s duties, position or responsibilities relative to the Employee monthly one-twelfth of his “Total Compensation” and (ii) maintain substantially the same group life Grantee’s duties, position or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him responsibilities in effect immediately prior to such reduction or alteration, or Grantee’s removal from such position, duties or responsibilities; (ii) without Grantee’s express written consent, a material reduction by the Company (or, if applicable, the Affiliate for whom Grantee provides Services) of Grantee’s base salary as in effect immediately prior to such reduction; (iii) without Grantee’s express written consent, the relocation of Grantee’s principal place of employment with the Company (or, if applicable, the Affiliate for whom Grantee provides Services) by more than fifty (50) miles; (iv) any termination of Grantee’s employment by the Company without Cause. Except in the case of a termination of Grantee by the Company (or, if applicable, the Affiliate for whom Grantee provides Services) without Cause, an “Involuntary Termination” shall not be deemed to occur until the Company has received written notice from Grantee of the occurrence of an Involuntary Termination and had thirty (30) days after the Company’s receipt of such notice to cure or remedy such Involuntary Termination (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution DateRemedy Period”). Any payments deferred on account such notice provided by Grantee shall indicate the specific termination provision relied upon, shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated, and shall specify the effective date of your “separation from service” within the meaning of Section 409A of the preceding sentence shall Code. In order to be accumulated without interest effective, a resignation for Involuntary Termination must occur within ten (10) business days after the end of the Remedy Period in which the Company (or, if applicable, the Affiliate for whom Grantee provides Services) failed to cure or remedy the Involuntary Termination and paid with Grantee must have provided the first payment that is payable in accordance with foregoing written notice of the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account occurrence of an involuntary separation from service as herein defined herein)Involuntary Termination event to the Company within ninety (90) days of Grantee’s awareness of the initial existence of the applicable Involuntary Termination event.

Involuntary Termination. If In the Employee experiences event Executive's employment is terminated under circumstances constituting an Involuntary Termination, such termination of employment the Executive shall be subject entitled to receive: (i) within fifteen (15) calendar days after the Date of Termination, the Executive's Accrued Compensation and Pro-Rata Bonus through the Date of Termination; and (ii) within fifteen (15) calendar days after the period for revocation of the release has elapsed, the amount in cash equal to the sum of the Executive's annual Base Salary and the Executive's Target Bonus in effect as of the Date of Termination; and (iii) for eighteen (18) months after the period for revocation of the release has elapsed continuation of the Benefits, as if the Executive's employment had not been terminated; provided, however , that if the Executive commences employment with another employer during such eighteen (18) month period and is eligible to receive medical benefits under the new employer's plan(s), the Benefits shall terminate as of the date the Executive becomes eligible to receive such benefits; (iv) within fifteen (15) calendar days after the after the period for revocation of the release has elapsed, an amount equal to the contributions to the Company’s obligations under this Section 7. In the event 's retirement plans on behalf of the Involuntary Termination of the Employee, the Company shall, during the remaining term of this Agreement (i) pay to the Employee monthly one-twelfth of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) Executive that would have been made for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits Executive if the Employee Executive's employment had not suffered Involuntary Termination continued for twelve (12) months after the Date of Termination, assuming for this purpose that all benefits under any such retirement plans were fully vested and on terms substantially that the Executive's compensation during such twelve (12) months were the same as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect it had been immediately prior to such Involuntary Termination the Date of Termination; and (v) reimbursement, up to $15,000, for outplacement services reasonably selected by the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless Executive incurred by the Employee’s end of the second calendar year after termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in such reimbursement to occur by the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account end of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein)following calendar year.

Involuntary Termination. If “Involuntary Termination” shall include any termination by the Company other than for Cause and shall also include the Employee’s voluntary termination for “Good Reason” upon 30 days prior written notice to the Company by the Employee. Good Reason shall exist in the event of (i) any material reduction in the Employee’s duties or responsibilities; (ii) any change in the Employee’s title (with respect to the combined entity and not just with respect to a merger subsidiary or division) to a title of a less senior officer; (iii) a change in reporting structure such that the Employee experiences reports to an individual with a title (with respect to the combined entity and not just with respect to a merger subsidiary or division) that is less senior than that of the person to whom the Employee reported prior to the Change of Control; (iv) any reduction of the Employee’s base and cash bonus compensation ; or (v) the Employee’s refusal to relocate to a location more than 25 miles from the Company’s current location. Employee does not need to actually terminate employment with the Company to be entitled to payments and benefits hereunder in connection with a Good Reason based Involuntary Termination, but the Employee may at his or her sole discretion terminate employment in connection with an Involuntary Termination in connection with a Good Reason. For clarity, so long as the events giving rise to Good Reason occur within twelve (12) months of the Change of Control and the Employee gives the Company at least 30 days notice of such events before Employee terminates employment, such termination may occur more than twelve (12) months after a Change of employment shall be subject Control. However, solely in order to terminate more than twelve (12) months following a Change of Control for Good Reason pursuant to the Company’s obligations under this Section 7. In the event of the Involuntary Termination of the Employeeabove, the Company shall, during the remaining term of this Agreement (i) pay to the Employee monthly one-twelfth of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in written notice must be received by the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account Company within 60 days of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein)events giving rise to Good Reason.

Involuntary Termination. If Without Cause at the Employee experiences Company’s option at any time, with or without notice and for any reason whatsoever, other than death, Disability or for Cause, in the sole discretion of the Company (“Involuntary Termination”). Upon an Involuntary Termination, such termination Executive shall receive all of employment shall be subject to the Company’s obligations under this Section 7. In following severance benefits (provided, however, that, in the event of the an Involuntary Termination in circumstances in which the provisions of Section 1.3 would be applicable, the Employeeprovisions of Section 1.3 will instead apply): (i) a lump sum payment in cash (in accordance with Section 4.11) equal to the Monthly Base Salary in effect on the date of Involuntary Termination multiplied by 12; (ii) a lump-sum payment in cash (in accordance with Section 4.11) equal to the amount of (a) Executive’s target bonus for the bonus year in which Executive’s Involuntary Termination occurs, prorated based on the number of days in the bonus year that have elapsed prior to the date of Involuntary Termination, and (b) Executive’s Accrued Payments. (iii) provided that Executive is eligible for and timely elects to receive group medical continuation coverage under COBRA, the Company shall, during the remaining term will pay 100% of this Agreement (i) pay to the Employee monthly one-twelfth of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) applicable medical continuation premiums for the benefit of the Employee Executive (and his covered dependents as of the date of his termination, if any) under Executive’s then-current plan election for 18 months after termination, with such coverage to be provided under the closest comparable plan as offered by the Company from time to time; and (iv) fifty percent (50%) of all stock options, restricted stock awards, restricted stock units and beneficiaries who similar equity awards granted to Executive by the Company prior to the date of termination (collectively, the “Outstanding Equity Awards”) that would otherwise have been eligible for vested during the twelve month period following the date of Involuntary Termination if such benefits if the Employee termination had not suffered occurred shall immediately vest and become exercisable on the date of termination. (v) The remaining portion of all Outstanding Equity Awards, if any, which is unvested on the date of Involuntary Termination shall be forfeited and canceled in its entirety upon the date of Involuntary Termination. (vi) Each Outstanding Equity Award which is or becomes vested and exercisable on the date of Involuntary Termination shall remain outstanding and exercisable until the earlier of (a) the expiration of the twelve month period which commences on the date of Involuntary Termination and on terms substantially as favorable to (b) the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account expiration date of the preceding sentence shall be accumulated without interest and paid with original term of the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein)Outstanding Equity Award.

Involuntary Termination. If the Employee experiences an Involuntary TerminationTermination prior to the Separation Date, such termination of employment shall be subject to the Company’s obligations under this Section 7. In the event of the an Involuntary Termination of the EmployeeEmployee prior to the Separation Date (other than an Involuntary Termination at the time of or within 12 months following a Change in Control), the Company or the Bank shall, during subject to the remaining term Employee executing and not revoking a general release of this Agreement claims pursuant to Section 7(d) below, (i) pay to the Employee monthly one-twelfth of the greater of (A) his “Total Compensation” Cash Compensation until the expiration of the remaining term of this Agreement or (B) the Separation Payment until the expiration of the remaining term of this Agreement, with such payments to commence effective as of the first business day of the month following the Involuntary Termination, provided that the initial installment(s) shall be delayed and paid on the first business day of the month following the date the general release of claims is executed and the revocation period expires without the release being revoked, except as otherwise set forth below or in Section 7(d) below, (ii) maintain substantially provide Health Insurance Benefits to each Covered Person until the same group life expiration of the remaining term of this Agreement or key man life insurancesuch Covered Person’s death, hospitalization, medical, dental, prescription drug and other health benefitswhichever first occurs, and long-term disability insurance (if anyiii) for provide Other Insurance Benefits until the benefit expiration of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts remaining term of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless Agreement or the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations)death, whichever first occurs. If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary covered by the separation pay plan exemption from service (as defined Section 409A set forth in Treasury Regulation Section §1.409A-1(b)(9)(iii))) and which would otherwise be paid within the first six months following the Separation from Service, and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Date”)death. Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation Separation from service Service as herein defined hereinpursuant to a separation pay plan).

Involuntary Termination. If Employer recognizes that the Employee experiences Executive would incur substantial damage to personal and professional reputation in the event of an Involuntary Termination. Consequently, should such termination Involuntary Termination occur during the Period of employment Employment, the Employer shall be subject pay to the Company’s obligations under this Section 7. In Executive, as liquidated damages, an amount (the event “Severance Amount”) equivalent to the sum of the Involuntary Termination of the Employee, the Company shall, during the remaining term of this Agreement (i) pay to the Employee monthly one-twelfth of his “Total Compensation” two times Executive’s then current annualized Base Salary and (ii) maintain substantially a percentage of the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) target Incentive Compensation otherwise stipulated for the benefit of Executive pursuant to Section 3(b) of this Agreement for the Employee and his dependents and beneficiaries who would have been eligible for such benefits if calendar year in which the Employee had not suffered Involuntary Termination occurs as follows: Under one year None One year up to two years 100 % Two years and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Serviceover 200 % Employer, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employeeupon Executive’s Separation from Service, or shall pay to Executive one-half of the Severance Amount in a lump sum in cash within thirty (30) days after the date of Executive’s Separation from Service and the remaining one-half of the Severance Amount shall be paid in equal installments over a twelve (12) month period commencing on the first day of the month following the month of Executive’s Separation from Service and at the same time that Base Pay would have been paid has this Agreement continued; provided, Employer’s obligation to make such payments shall be contingent upon Executive signing a general release of all claims, in a form attached hereto as Exhibit A, within twenty-one (21) days following his earlier death Separation from Service and not revoking such release within his seven (7) day revocation period. Upon Executive’s becoming ineligible to participate in the group health plan(s) sponsored by the Employer, Executive may elect continuation coverage (“Delayed Distribution DateContinuation Coverage”) under such plan(s) as permitted by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). Any payments deferred on During such COBRA coverage period, the Employer will pay (or will reimburse the Executive for paying) the premiums for COBRA Continuation Coverage (excluding any medical flexible spending account coverage) until the first to occur of (i) the second anniversary of the preceding sentence Involuntary Termination, or (ii) the date on which the Executive commences employment with a new employer and is eligible to participate in a subsequent employer’s medical and healthcare employee benefits program with respect to the Employer’s insured group health plan; provided, however, that such payments or reimbursements shall not exceed the amount paid by Employer for the medical and healthcare coverage in effect for Executive and his dependents immediately prior to the COBRA coverage period. All other premiums shall be accumulated without interest paid by Executive. If the Executive has an Involuntary Termination, the Employer shall accelerate the vesting of its stock options previously granted to Executive pursuant to the Employer’s Equity Ownership Plan (or any other or successor plans) as follows (but the period during which Executive may exercise the stock options shall not be extended under this Agreement): Under one year None One year up to two years Options otherwise vesting within 12 months following Involuntary Termination Two years and paid with over Options otherwise vesting within 24 months following Involuntary Termination If the Involuntary Termination or a Constructive Discharge occurs within 24 months following a Change of Control, in lieu of the Severance Amount provided in the first paragraph of this Section 4(b) (but paid in the same manner as provided in Section 4(b)), the Severance Amount shall be the aggregate of (i) three times annualized Base Salary and (ii) three times the target Incentive Compensation otherwise payable to him for the year in which the Involuntary Termination or Constructive Discharge occurs. In addition, vesting for all unvested stock options granted pursuant to the Employer’s Equity Ownership Plan (or any other or successor plans) shall be immediately accelerated (but the period during which Executive may exercise the stock options shall not be extended under this Agreement). In order to reduce the impact of any possible excise tax, AtheroGenics agrees to provide a gross up payment that is equal to the sum of a) the excise tax under Code Section 4999 payable on the severance package and b) the federal, state, local, employment tax and excise tax on the gross up payment. Such gross up payment shall be made no later than the end of the calendar quarter next following the calendar quarter in accordance with which the preceding sentence and Section 409A. To Executive remits the extent permitted by Section 409A, amounts payable related taxes. Except as provided under this Section 7(a) which are considered deferred compensation shall be treated 4(b), as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of the effective date of an involuntary separation from service as herein defined herein)Involuntary Termination, all other obligations of the Employer to Executive under this Agreement shall cease.

Involuntary Termination. If the Employee experiences an Involuntary Termination, such termination of employment shall be subject to the Company’s obligations under this Section 7. In the event of the Involuntary Termination of the Employee, if the Employee has offered to continue to provide services as contemplated by this Agreement, and such offer has been declined, then, subject to Section 7(b) of this Agreement, the Company shall, as liquidated damages: (i) during the remaining term of this Agreement following the Date of Termination (ithe "Remaining Term"), (A) pay to the Employee in cash monthly one-twelfth of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for Company Salary at the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him annual rate in effect immediately prior to the Date of Termination and one-twelfth of the average annual amount of cash bonus and cash incentive compensation of the Employee, based on the average amounts of such Involuntary Termination compensation earned by the Employee for the two full fiscal years preceding the Date of Termination, PROVIDED THAT such payments shall be reduced by the amounts of cash compensation, if any, actually paid to the Employee by the Consolidated Subsidiaries for such period; and (B) continue to provide the benefits described in Section 5(c) and Section 5(d) of this Agreement; (ii) within 30 days following the date on which the term of this Agreement expires (the “Employee’s "Expiration Date"), pay to the Employee in a lump sum in cash an amount equal to the excess of (A) the present value of the aggregate benefits to which he would be entitled under any and all qualified and non-qualified defined benefit pension plans covering executive officers of the Company or the Bank or under which he was covered on the Effective Date as if he were 100% vested thereunder, had continued to be employed by the Company and the Bank during the Remaining Term and had received as covered compensation during such period the amounts payable to him under Section 7(a)(i) hereof, over (B) the present value of the benefits to which he is actually entitled under such plans as of the Expiration Date; (iii) within 30 days following the Expiration Date, pay to the Employee in a lump sum in cash an amount equal to the present value of the employer contributions to which he would have been entitled under any and all qualified and non-qualified defined contribution plans maintained by or covering executive officers of the Company or the Bank or under which he was covered on the Effective Date as if he were 100% vested thereunder, had continued to be employed by the Company and the Bank during the Remaining Term and had received as covered compensation during such period the amounts payable to him under Section 7(a)(i) hereof and assuming that he had made during such period the maximum amount of employee contributions, if any, required or permitted under such plans for an individual receiving such covered compensation; (iv) during the Remaining Term, the Company shall provide the Health Coverage”Benefits and the benefits described under Sections 5(c), (d) and (e) to the Employee on the same terms as if he had continued to be employed under this Agreement; and (v) following the expiration of the Remaining Term, the Company shall make the Health Benefits available to the Employee on the same terms as if he had continued to be employed under the Agreement, PROVIDED THAT the Employee reimburses the Company for the amount the Company pays to third parties that is attributable to the Health Benefits for the Employee and his spouse. No payment For purposes of this Section 7, present value shall be made under this Section 7(a) unless determined by using the Employee’s termination UP-1984 mortality table and the same discount rate as would apply to a determination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation present value under Section 409A280G of the Internal Revenue Code of 1986, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death as amended (the “Delayed Distribution Date”). Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein"Code").

Involuntary Termination. If at any time (1) the Employee experiences an Involuntary TerminationCompany terminates Executive’s employment without Cause (as defined below and other than as a result of Executive’s death or disability), or (2) Executive resigns employment with the Company for Good Reason (as defined below), and provided in any case such termination of employment shall be subject to the Company’s obligations or resignation constitutes a “separation from service”, as defined under this Treasury Regulation Section 7. In the event of the Involuntary Termination of the Employee, the Company shall, during the remaining term of this Agreement 1.409A-1(h)) (i) pay to the Employee monthly one-twelfth of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies as a “Separation from Service” ”) (as such termination described in (1) or (2), an “Involuntary Termination”), Executive shall be entitled to receive the following severance benefits, subject in all events to Executive’s compliance with Section 11.4 below: (i) Executive shall receive a severance payment equal to the sum of (1) twelve (12) months of Executive’s Base Salary in effect on the effective date of Executive’s Involuntary Termination (ignoring any decrease that phrase forms the basis for Executive’s resignation for Good Reason, if applicable) plus (2) the greater of Executive’s (x) Annual Bonus for the calendar year preceding the calendar year in which the Involuntary Termination occurs or (y) target Annual Bonus for the year of Involuntary Termination, which shall be paid in a lump sum on the thirtieth (30th) day following Executive’s Involuntary Termination. (ii) Executive shall receive an Annual Bonus for the year in which the Involuntary Termination occurs, determined based on actual results for such year and pro rated for the period of time during such year in which Executive provided services to the Company prior to his Involuntary Termination, which shall be paid in a lump sum in accordance with Company practice for payment of the Annual Bonus, which shall in any event be on or before March 15 of the year following the year in which the Involuntary Termination occurs. (iii) If Executive is defined eligible for and timely elects to continue Executive’s health insurance coverage under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985 or the state equivalent (“COBRA”) following Executive’s Involuntary Termination, the Company will pay the COBRA group health insurance premiums for Executive and Executive’s eligible dependents until the earliest of (A) the end of the twelve (12)-month period following Executive’s Involuntary Termination, (B) the expiration of Executive’s eligibility for the continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 409A taking into account all rules 125 health care reimbursement plan under the U.S. Internal Revenue Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether Executive elects continued health coverage under COBRA, and presumptions provided for in lieu of providing the COBRA premiums, the Company will instead pay Executive on the last day of each remaining month in the Section 409A regulationstwelve (12) month period following Executive’s Involuntary Termination, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Health Care Benefit Payment”). If The Health Care Benefit Payment shall be paid in monthly installments on the Employee same schedule that the COBRA premiums would otherwise have been paid and shall be equal to the amount that the Company would have otherwise paid for COBRA premiums, and shall be paid until the earlier of (i) expiration of the twelve (12)-month period following Executive’s Involuntary Termination or (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. (iv) The vesting and exercisability of all outstanding stock options, restricted stock units, performance stock units or other equity awards to purchase the Company’s common stock (the “Equity Awards”) that are held by Executive as of immediately prior to the Involuntary Termination and subject to time-based vesting, shall be accelerated as if Executive had completed an additional eighteen (18) months of service with the Company as of the date of such Involuntary Termination. With respect to Equity Awards subject to vesting or vesting acceleration based on specified performance goals, including the Performance Award, such awards shall remain eligible to vest pursuant to their terms for the eighteen (18) months following Executive’s Involuntary Termination, provided that, with respect to the Performance Award (1) such eighteen (18) month period shall be shortened and not extend beyond the day before the five (5) year anniversary of the Effective Date and (2) this Section 11.2(iv) shall not apply if the Involuntary Termination occurs within the thirty (30) days prior to the five (5) year anniversary of the Effective Date. In addition, with respect to stock options, Executive shall receive an extension of the period of time following which Executive may exercise vested shares subject to Executive’s stock options to purchase Company common stock that are outstanding immediately prior to Executive’s Involuntary Termination until the date that is a “Specified Employee” the earlier of (i) the original Expiration Date (as defined in Section 409Athe respective option agreements for such options) at the time of his Separation from Service, then payments under this Section 7(aand (ii) which are not considered paid on account of an involuntary separation from service eighteen (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day 18) months following the Employee’s Separation from Servicedate of Involuntary Termination. This subsection shall supersede the terms of any individual Equity Award agreements between Executive and the Company, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To except to the extent permitted by Section 409A, amounts payable any such individual Equity Award agreement provides more favorable treatment of such awards for Executive under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined the circumstances described herein).

Involuntary Termination. If at any time (1) the Employee experiences an Involuntary TerminationCompany terminates Executive’s employment without Cause (as defined below and other than as a result of Executive’s death or disability), or (2) Executive resigns employment with the Company for Good Reason (as defined below), and provided in any case such termination of employment shall be subject to the Company’s obligations or resignation constitutes a “separation from service”, as defined under this Treasury Regulation Section 7. In the event of the Involuntary Termination of the Employee, the Company shall, during the remaining term of this Agreement 1.409A-1(h)) (i) pay to the Employee monthly one-twelfth of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies as a “Separation from Service” ”) (as such termination described in (1) or (2), an “Involuntary Termination”), Executive shall be entitled to receive the following severance benefits, subject in all events to Executive’s compliance with Section 11.4 below: (i) Executive shall receive a severance payment equal to the sum of (1) six (6) months of Executive’s Base Salary in effect on the effective date of Executive’s Involuntary Termination (ignoring any decrease that phrase forms the basis for Executive’s resignation for Good Reason, if applicable) plus (2) the greater of Executive’s (x) Annual Bonus for the calendar year preceding the calendar year in which the Involuntary Termination occurs or (y) target Annual Bonus for the year of Involuntary Termination, which shall be paid in a lump sum on the thirtieth (30th) day following Executive’s Involuntary Termination. (ii) Executive shall receive an Annual Bonus for the year in which the Involuntary Termination occurs, determined based on actual results for such year and pro rated for the period of time during such year in which Executive provided services to the Company prior to his Involuntary Termination, which shall be paid in a lump sum in accordance with Company practice for payment of the Annual Bonus, which shall in any event be on or before March 15 of the year following the year in which the Involuntary Termination occurs. (iii) If Executive is defined eligible for and timely elects to continue Executive’s health insurance coverage under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985 or the state equivalent (“COBRA”) following Executive’s Involuntary Termination, the Company will pay the COBRA group health insurance premiums for Executive and Executive’s eligible dependents until the earliest of (A) the end of the six (6)-month period following Executive’s Involuntary Termination, (B) the expiration of Executive’s eligibility for the continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 409A taking into account all rules 125 health care reimbursement plan under the U.S. Internal Revenue Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether Executive elects continued health coverage under COBRA, and presumptions provided for in lieu of providing the COBRA premiums, the Company will instead pay Executive on the last day of each remaining month in the Section 409A regulationssix (6)-month period following Executive’s Involuntary Termination, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Health Care Benefit Payment”). If The Health Care Benefit Payment shall be paid in monthly installments on the Employee same schedule that the COBRA premiums would otherwise have been paid and shall be equal to the amount that the Company would have otherwise paid for COBRA premiums, and shall be paid until the earlier of (i) expiration of the six (6)-month period following Executive’s Involuntary Termination or (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. (iv) The vesting and exercisability of all outstanding stock options, restricted stock units, performance stock units or other equity awards to purchase the Company’s common stock (the “Equity Awards”) that are held by Executive as of immediately prior to the Involuntary Termination and subject to time-based vesting, shall be accelerated as if Executive had completed an additional twelve (12) months of service with the Company as of the date of such Involuntary Termination. With respect to Equity Awards subject to vesting or vesting acceleration based on specified performance goals, including the Performance Award, such awards shall remain eligible to vest pursuant to their terms for the twelve (12) months following Executive’s Involuntary Termination, provided that, with respect to the Performance Award (1) such twelve (12) month period shall be shortened and not extend beyond the day before the five (5) year anniversary of the Effective Date and (2) this Section 11.2(iv) shall not apply if the Involuntary Termination occurs within the thirty (30) days prior to the five (5) year anniversary of the Effective Date and (2) the twelve (12) month period described in the foregoing sentence shall not extend beyond the day prior to the five (5) year anniversary of the Effective Date. In addition, with respect to stock options, Executive shall receive an extension of the period of time following which Executive may exercise vested shares subject to Executive's stock options to purchase Company common stock that are outstanding immediately prior to Executive's Involuntary Termination until the date that is a “Specified Employee” the earlier of (i) the original Expiration Date (as defined in Section 409Athe respective option agreements for such options) at the time of his Separation from Service, then payments under this Section 7(aand (ii) which are not considered paid on account of an involuntary separation from service twelve (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day 12) months following the Employee’s Separation from Servicedate of Involuntary Termination. This subsection shall supersede the terms of any individual Equity Award agreements between Executive and the Company, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To except to the extent permitted by Section 409A, amounts payable any such individual Equity Award agreement provides more favorable treatment of such awards for Executive under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined the circumstances described herein).

Involuntary Termination. If the Employee experiences an Involuntary Termination(i) If, such termination of employment shall be subject prior to the Company’s obligations under this Section 7. In the event expiration of the Involuntary Termination of the EmployeeTerm, the Company shallterminates the Employee's employment for any reason other than Disability or Cause or Employee resigns from her employment hereunder for Good Reason (collectively hereinafter referred to as an "INVOLUNTARY TERMINATION"), during the remaining term of this Agreement (i) Company shall pay to the Employee monthly one-twelfth her Salary and accrued Bonus up to and including the date of his “Total Compensation” and (ii) maintain substantially such Involuntary Termination, as well as any unreimbursed expenses. In addition, the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable Company shall continue to pay to the Employee including amounts of coverage and deductibles and other costs to him as severance (the "SEVERANCE PAYMENTS") in accordance with the Company's normal payroll practices, her Salary, at the rate in effect immediately prior to such Involuntary Termination Termination, plus her maximum Bonus as described in Section 3(b), in each case for the greater of one year or the remainder of the Term. (ii) In the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless event of the Employee’s 's Involuntary Termination, the Employee shall continue to participate on the same terms and conditions as are in effect immediately prior to such termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for or resignation in the Section 409A regulations). If Company's health and medical plans provided to the Employee is a “Specified Employee” (as defined in pursuant to Section 409A3(e) above at the time of his Separation from Service, then payments under this Section 7(asuch Involuntary Termination for a period equal to the greater of (x) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day one year following the Involuntary Termination or (y) the remainder of the Term (the "CONTINUATION PERIOD"); PROVIDED, HOWEVER, that the Company shall have no obligation to continue to maintain during the Continuation Period any plan or program solely as a result of the provisions of this Agreement, but this obligation shall apply in respect of any substitute plan. (iii) In addition, in the event of the Employee’s Separation from Service's Involuntary Termination, all of the Employee's then-outstanding options to purchase shares of the Company's common stock shall continue to vest for the longer of (A) the remainder of the Term or (B) twelve months; PROVIDED, HOWEVER, that to the extent that any such option vests on an annual basis, the Employee shall also be vested as to a pro-rata portion of the next tranche through the longer of (A) the remainder of the Term, or his earlier death (the “Delayed Distribution Date”)B) twelve months. Any payments deferred on account of the preceding sentence The Employee shall be accumulated without interest and paid with entitled to retain the first payment that is payable vested portion of her options as if she remained an Employee until such options otherwise expire in accordance with their terms (iv) Resignation for "GOOD REASON" shall mean resignation by Employee because of (A) an adverse and material change in the preceding sentence and Employee's duties, titles or reporting responsibilities, (B) a material breach by the Company of any term of the Agreement, (C) a reduction in the Employee's Salary or bonus opportunity or the failure of the Company to pay the Employee any material amount of compensation when due, (D) the assignment to Employee of any material duties that are inconsistent with those described in Section 409A. To 1 of this Agreement without the Employee's consent, or (E) the Company's requirement that Employee perform a substantial portion of her duties outside the Seattle, Washington metropolitan area, except for travel in furtherance of the Company's business to an extent permitted substantially consistent with her business travel as of the date of this Agreement, but acknowledging that the Company is now part of a larger international Group, without the Employee's prior written consent. The Company shall have 30 business days from the date of receipt of such notice to effect a cure of the material breach described therein and, upon cure thereof by Section 409Athe Company to the reasonable satisfaction of the Employee, amounts payable under such material breach shall no longer constitute Good Reason for purposes of this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein)Agreement.

Involuntary Termination. If the Employee Executive experiences an Involuntary TerminationTermination prior to the end of the Term or his employment terminates due to a Change in Control Event, such termination of employment shall be subject to the Company’s obligations under this Section 77(a). In the event of the If such Involuntary Termination of the Employeeor Change in Control Event occurs, the Company shall, during the remaining term of this Agreement : (i) pay to the Employee monthly one-twelfth of his Executive or the Executive’s beneficiary a cash payment equal to $375,000 (the “Total Compensation” and Severance Payment”); (ii) maintain substantially continue medical and dental benefits at active employee rates for a period of twelve (12) months following the same group life Date of Termination; (iii) accelerate the vesting of any outstanding equity awards if so provided pursuant to the terms of such awards or key man life insuranceas provided herein; and (iv) pay to the Executive a Pro Rata Bonus, hospitalizationif any. (v) In addition to the foregoing, medicalin connection with an Involuntary Termination or Change in Control Event, dentalthe Executive shall be entitled to receive (A) any accrued but unpaid Company Salary and any accrued but unused vacation through the Date of Termination, prescription drug (B) reimbursement of any expenses incurred through the Date of Termination in accordance with Section 4(e), and (C) all vested benefits and amounts under any plan, program or arrangement, the payment and other health benefitsrights with respect to which shall be governed by the terms thereof (the benefits listed in this subparagraph collectively, the “Accrued Compensation”). Except as may be provided by Section 22(b), if applicable, the Severance Payment and Pro Rata Bonus provided herein, shall be paid in a single lump sum on the sixtieth (60th) day following the Date of Termination provided that the Executive executes, and long-term disability insurance does not revoke, a release and waiver, in the form attached hereto as Exhibit A (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately “Release”), prior to such Involuntary Termination sixtieth (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a60th) unless the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations)day. If the Employee is a “Specified Employee” Release has not become irrevocable on or before such sixtieth (as defined 60th) day, the Executive shall forfeit any right to the Severance Payment and the benefits set forth in Section 409Asubparagraphs (ii) at and (iii) above. If the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, Executive should die after amounts become payable under this Section 7(a) which are considered deferred compensation ), such amounts shall thereafter be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein)paid to the Executive’s estate.

Involuntary Termination. If the Employee experiences an Involuntary Termination, such termination of employment shall be subject to the Company’s obligations under this Section 7. In the event of the Involuntary Termination of the Employee, if the Employee has offered to continue to provide services as contemplated by this Agreement, and such offer has been declined, then, subject to Section 7(b) of this Agreement, the Company shall, as liquidated damages: (i) during the remaining term of this Agreement following the Date of Termination (ithe "Remaining Term"), (A) pay to the Employee in cash monthly one-twelfth of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for Company Salary at the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him annual rate in effect immediately prior to the Date of Termination and one-twelfth of the average annual amount of cash bonus and cash incentive compensation of the Employee, based on the average amounts of such Involuntary Termination compensation earned by the Employee for the two full fiscal years preceding the Date of Termination, PROVIDED THAT such payments shall be reduced by the amounts of cash compensation, if any, actually paid to the Employee by the Consolidated Subsidiaries for such period; and (B) continue to provide the benefits described in Section 5(c) and Section 5(d) of this Agreement; (ii) within 30 days following the date on which the term of this Agreement expires (the “"Expiration Date"), pay to the Employee in a lump sum in cash an amount equal to the excess of (A) the present value of the aggregate benefits to which he would be entitled under any and all qualified and non-qualified defined benefit pension plans covering executive officers of the Company or the Bank if he were 100% vested thereunder, had continued to be employed by the Company and the Bank during the Remaining Term and had received as covered compensation during such period the amounts payable to him under Section 7(a)(i) hereof, over (B) the present value of the benefits to which he is actually entitled under such plans as of the Expiration Date; (iii) within 30 days following the Expiration Date, pay to the Employee in a lump sum in cash an amount equal to the present value of the employer contributions to which he would have been entitled under any and all qualified and non-qualified defined contribution plans maintained by or covering executive officers of the Company or the Bank if he were 100% vested thereunder, had continued to be employed by the Company and the Bank during the Remaining Term and had received as covered compensation during such period the amounts payable to him under Section 7(a)(i) hereof and assuming that he had made during such period the maximum amount of employee contributions, if any, required or permitted under such plans for an individual receiving such covered compensation; (iv) during the Remaining Term, the Company shall provide the Health Benefits to the Employee on the same terms as if he had continued to be employed under this Agreement; and (v) following the expiration of the term of this Agreement, the Company shall make the Health Benefits available to the Employee’s , PROVIDED THAT the Employee reimburses the Company for the amount the Company pays to third parties that is attributable to the Health Coverage”)Benefits for the Employee and his spouse. No payment For purposes of this Section 7, present value shall be made under this Section 7(a) unless determined by using the Employee’s termination UP-1984 mortality table and the same discount rate as would apply to a determination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation present value under Section 409A280G of the Internal Revenue Code of 1986, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death as amended (the “Delayed Distribution Date”). Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein"Code").

Involuntary Termination. If the Employee experiences Subject to Section 7 above, if Executive’s employment is terminated as a result of an Involuntary Termination, Termination and such termination also constitutes a “separation from service” within the meaning of employment Section 409A of the Code, then Executive shall be subject entitled to the following: (i) For a period of twelve (12) months after the Termination Date, the Company will pay an amount equal to Executive’s total Target Compensation in equal installments over such 12 months in accordance with the Company’s obligations under this normal payroll practices and procedures and subject to all applicable deductions and withholdings. Such payments shall commence on the first payroll date that occurs thirty (30) days or more after the Termination Date. Solely for purposes of Section 7. In the event 409A of the Involuntary Code, each installment payment is considered a separate payment. (ii) For a period of twelve (12) months after the Termination of the EmployeeDate, the Company shall, during the remaining term of this Agreement shall be obligated to provide Executive with benefits that are substantially equivalent to Executive’s benefits (i) pay to the Employee monthly one-twelfth of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug vision and other health benefits, and long-term disability insurance (if anylife insurance) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him that were in effect immediately prior to such the Involuntary Termination. (iii) All unvested stock options held by Executive which were granted prior to the Termination Date under the Company’s stock option or equity incentive plans which would otherwise vest and become fully exercisable during the twelve month period following the Termination Date shall instead accelerate and become fully exercisable as of the Termination Date. (iv) All shares of restricted equity held by Executive which were granted prior to the Termination Date under the Company’s stock option or equity incentive plans which would otherwise become nonforfeitable and not subject to any restrictions during the twelve month period following the Termination Date shall instead become nonforfeitable and not subject to any restrictions as of the Termination Date. (v) Notwithstanding the foregoing, in the event of an Involuntary Termination within the twelve months immediately following the Commencement Date, the references to “twelve (the “Employee’s Health Coverage”12). No payment ” in Sections 8(b)(i)-(iv) inclusive shall be made under replaced with “twenty-four (24).” Anything in this Agreement to the contrary notwithstanding, if, during the Employment Period, the Company shall maintain a severance plan then applicable to members of the Company’s Executive Committee providing severance benefits greater than those provided in this Section 7(a8(b) unless with respect to an Involuntary Termination, then Executive shall be entitled to such greater severance benefits; provided, however, that this clause shall not apply to any executive separation agreements between the EmployeeCompany and members of the Company’s termination Executive Committee in effect as of employment qualifies as a “Separation from Service” the date of this Agreement. (as that phrase is defined vi) Anything in Section 409A taking into account all rules and presumptions provided for in this Agreement to the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) contrary notwithstanding, if at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary Executive’s separation from service (as defined in Treasury Regulation within the meaning of Section 1.409A-1(b)(9)(iii)409A of the Code), Executive is considered a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, and as such constitute if any payment that Executive becomes entitled to under this Agreement is considered deferred compensation under subject to interest and additional tax imposed pursuant to Section 409A409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall not be paid until payable prior to the 185th day following date that is the Employeeearliest of (A) six months after Executive’s Separation “separation from Serviceservice” (within the meaning of Section 409A of the Code), (B) Executive’s death, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account of the preceding sentence shall C) such other date as will cause such payment not to be accumulated without subject to such interest and paid with additional tax. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that is would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. The parties agree that this Agreement may be amended, as reasonably requested by either party and as may be necessary to comply fully with Section 409A of the preceding sentence Code and Section 409A. To all related rules and regulations in order to preserve the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein)payments and benefits provided hereunder without additional cost to either party.

Involuntary Termination. If the Employee experiences an Involuntary Termination, such termination of employment shall be subject to the Company’s obligations under this Section 7. In the event of the Involuntary Termination of the Employee, the Company shall, during the remaining term of this Agreement (i) pay to the Employee monthly one-twelfth of his “Total Compensation” the Company Salary at the annual rate in effect immediately prior to the Date of Termination and one-twelfth of the average annual amount of cash bonus and cash incentive compensation of the Employee, based on the average amounts of such compensation earned by the Employee from the Company and any Consolidated Subsidiaries for the two full fiscal years preceding the Date of Termination; and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefitsbenefits offered by the Company from time to time to its employees generally to comply with the continuation coverage requirements of Code Section 4980B(f) (i.e., and long-term disability insurance (if any“COBRA” coverage) for the benefit of the Employee and his eligible dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”)Termination. No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein).

Involuntary Termination. If the Employee experiences an Involuntary Termination(i) If, such termination of employment shall be subject prior to the Company’s obligations under this Section 7. In the event expiration of the Involuntary Termination of the EmployeeTerm, the Company shallterminates the Employee's employment for any reason other than Disability or Cause or Employee resigns from his employment hereunder for Good Reason (collectively hereinafter referred to as an "INVOLUNTARY TERMINATION"), during the remaining term of this Agreement (i) Company shall pay to the Employee monthly one-twelfth his Salary and accrued Bonus up to and including the date of his “Total Compensation” and (ii) maintain substantially such Involuntary Termination, as well as any unreimbursed expenses. In addition, the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable Company shall continue to pay to the Employee including amounts of coverage and deductibles and other costs to him as severance (the "SEVERANCE PAYMENTS") in accordance with the Company's normal payroll practices, his Salary, at the rate in effect immediately prior to such Involuntary Termination Termination, plus his maximum Bonus as described in Section 3(b), in each case for the greater of one year or the remainder of the Term. (ii) In the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless event of the Employee’s 's Involuntary Termination, the Employee shall continue to participate on the same terms and conditions as are in effect immediately prior to such termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for or resignation in the Section 409A regulations). If Company's health and medical plans provided to the Employee is a “Specified Employee” (as defined in pursuant to Section 409A3(e) above at the time of his Separation from Service, then payments under this Section 7(asuch Involuntary Termination for a period equal to the greater of (x) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day one year following the Employee’s Separation from Service, Involuntary Termination or his earlier death (y) the remainder of the Term (the “Delayed Distribution Date”"CONTINUATION PERIOD"). Any payments deferred on account ; PROVIDED, HOWEVER, that the Company shall have no obligation to continue to maintain during the Continuation Period any plan or program solely as a result of the preceding sentence provisions of this Agreement, but this obligation shall apply in respect of any substitute plan. (iii) In addition, in the event of the Employee's Involuntary Termination, all of the Employee's then-outstanding options to purchase shares of the Parent's common stock shall continue to vest for the longer of (A) the remainder of the Term or (B) twelve months; PROVIDED, HOWEVER, that to the extent that any such option vests on an annual basis, the Employee shall also be vested as to a pro-rata portion of the next tranche through the longer of (A) the remainder of the term or (B) twelve months. The Employee shall be accumulated without interest and paid with entitled to retain the first payment that is payable vested portion of his options as if he had remained an Employee until such options otherwise expire in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein)their terms.

Involuntary Termination. If Without Cause at the Employee experiences Company’s option at any time, with or without notice and for any reason whatsoever, other than death, disability or For Cause, in the sole discretion of the Company (“Involuntary Termination”). Upon an Involuntary Termination, such termination Executive shall receive all of employment shall be subject to the Company’s obligations under this Section 7. In following severance benefits (provided, however, that, in the event of the an Involuntary Termination in circumstances in which the provisions of Section 1.3 would be applicable, the Employeeprovisions of Section 1.3 will instead apply): (i) a lump sum payment in cash (in accordance with Section 4.11) equal to the Monthly Base Salary in effect on the date of Involuntary Termination multiplied by 12; (ii) a lump-sum payment in cash (in accordance with Section 4.11) equal to the amount of (a) Executive’s target bonus for the bonus year in which Executive’s Involuntary Termination occurs, prorated based on the number of days in the bonus year that have elapsed prior to the date of Involuntary Termination, and (b) Executive’s Accrued Payment. (iii) provided that Executive is eligible for and timely elects to receive group medical continuation coverage under COBRA, the Company shall, during the remaining term will pay 100% of this Agreement (i) pay to the Employee monthly one-twelfth of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) applicable medical continuation premiums for the benefit of the Employee Executive (and his covered dependents as of the date of his termination, if any) under Executive’s then-current plan election for 18 months after termination, with such coverage to be provided under the closest comparable plan as offered by the Company from time to time; and (iv) fifty percent (50%) of all stock options, restricted stock awards, restricted stock units and beneficiaries who similar equity awards granted to Executive by the Company prior to the date of termination (collectively, the “Outstanding Equity Awards”) that would otherwise have been eligible for vested during the twelve month period following the date of Involuntary Termination if such benefits if the Employee termination had not suffered occurred shall immediately vest and become exercisable on the date of termination. (v) The remaining portion of all Outstanding Equity Awards, if any, which is unvested on the date of Involuntary Termination shall be forfeited and canceled in its entirety upon the date of Involuntary Termination. (vi) Each Outstanding Equity Award which is or becomes vested and exercisable on the date of Involuntary Termination shall remain outstanding and exercisable until the earlier of (a) the expiration of the twelve month period which commences on the date of Involuntary Termination and on terms substantially as favorable to (b) the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account expiration date of the preceding sentence shall be accumulated without interest and paid with original term of the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein)Outstanding Equity Award.

Involuntary Termination. If the Employee experiences an Involuntary Termination, such termination of employment shall be subject to the Company’s obligations under this Section 7. In the event of the Involuntary Termination of the Employee, the Company shall, during the remaining term of this Agreement (i) pay to the Employee monthly one-twelfth Company terminates the employment of his “Total Compensation” Executive involuntarily and (ii) maintain substantially the same group life without Business Reasons or key man life insurancea Constructive Termination occurs, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment then Executive shall be made under this Section 7(aentitled to receive the following: (A) unless salary and vacation accrued through the Employee’s termination Termination Date plus continued salary for a period of employment qualifies as a “Separation from Service” three (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for 3) years following the Termination Date (one (1) year in the case of any such termination within one (1) year following a Change in Control to which Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A7(c) at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)applies), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence Company's regular payroll schedule as in effect from time to time, (B) at the Termination Date, 100% of Executive's target bonus for the fiscal year in which the Termination Date occurs (plus any unpaid bonus from the prior fiscal year), (C) following the end of the fiscal year in which the Termination Date occurs and Section 409A. To management bonuses have been determined, a pro rata share (based on the extent permitted proportion of the fiscal year during which Executive remained an employee of the Company) of the bonus that would have been payable to Executive under the bonus plan in excess of 100% of Executive's target bonus for the fiscal year, (D) following the end of the first fiscal year following the fiscal year in which the Termination Date occurs, 100% of Executive's target bonus for such following fiscal year (or, if the target bonus for such year was not previously set, then 100% of Executive's target bonus for the fiscal year in which the Termination Date occurred), (E) acceleration in full of vesting of all outstanding stock options, TARPs and other equity arrangements subject to vesting and held by Section 409AExecutive (and in this regard, amounts payable all options and other exercisable rights held by Executive shall remain exercisable for ninety (90) days following the Termination Date (or such longer period as may be provided in the applicable plan or agreement), (F) continuation of group health benefits pursuant to the Company's standard programs as in effect from time to time (or continuation by the Company of substantially similar group health benefits as in effect at the Termination Date, through a third party carrier, at the Company's election) for Executive, his spouse and any children for so long as they are under this Section 7(athe age of 19 (25, if a full time student) which are considered deferred compensation shall be treated and until such time as payable after amounts which are not considered deferred compensation Executive reaches the age of 55, (i.e.G) continuation of Executive's auto benefits for one year following the Termination Date, which are considered payable on account (H) in the event of an involuntary separation from service as herein defined hereintermination without Business Reason or a Constructive Termination, which in either such case occurs within twelve (12) months following a Change in Control, forgiveness by the Company of all outstanding principal and interest due to the Company under indebtedness incurred by Executive to purchase shares of capital stock of the Company, and (I) no other compensation, severance or other benefits. Notwithstanding the foregoing, however, the Company shall not be required to continue to pay the salary or bonus specified in clauses (A), (B), (C) or (D) hereof for any period following the Termination Date if Executive violates the noncompetition agreement set forth in Section 12 during the three (3) year period following the Termination Date.

Involuntary Termination. If the Employee experiences an Involuntary Termination(i) If, such termination of employment shall be subject prior to the Company’s obligations under this Section 7. In the event expiration of the Involuntary Termination of the EmployeeTerm, the Company shallterminates the Employee's employment for any reason other than Disability or Cause or Employee resigns from her employment hereunder for Good Reason (collectively hereinafter referred to as an "INVOLUNTARY TERMINATION"), during the remaining term of this Agreement (i) Company shall pay to the Employee monthly one-twelfth her Salary and accrued Bonus up to and including the date of his “Total Compensation” and (ii) maintain substantially such Involuntary Termination, as well as any unreimbursed expenses. In addition, the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable Company shall continue to pay to the Employee including amounts of coverage and deductibles and other costs to him as severance (the "SEVERANCE PAYMENTS") in accordance with the Company's normal payroll practices, her Salary, at the rate in effect immediately prior to such Involuntary Termination Termination, plus her maximum Bonus as described in Section 3(b), in each case for the greater of one year or the remainder of the Term. (ii) In the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless event of the Employee’s 's Involuntary Termination, the Employee shall continue to participate on the same terms and conditions as are in effect immediately prior to such termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for or resignation in the Section 409A regulations). If Company's health and medical plans provided to the Employee is a “Specified Employee” (as defined in pursuant to Section 409A3(e) above at the time of his Separation from Service, then payments under this Section 7(asuch Involuntary Termination for a period equal to the greater of (x) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day one year following the Employee’s Separation from Service, Involuntary Termination or his earlier death (y) the remainder of the Term (the “Delayed Distribution Date”"CONTINUATION PERIOD"). Any payments deferred on account ; PROVIDED, HOWEVER, that the Company shall have no obligation to continue to maintain during the Continuation Period any plan or program solely as a result of the preceding sentence provisions of this Agreement, but this obligation shall apply in respect of any substitute plan. (iii) In addition, in the event of the Employee's Involuntary Termination, all of the Employee's then-outstanding options to purchase shares of the Parent's common stock shall continue to vest for the longer of (A) the remainder of the Term or (B) twelve months; PROVIDED, HOWEVER, that to the extent that any such option vests on an annual basis, the Employee shall also be vested as to a pro-rata portion of the next tranche through the longer of (A) the remainder of the Term or (B) twelve months. The Employee shall be accumulated without interest and paid with entitled to retain the first payment that is payable vested portion of her options as if she had remained an Employee until such options otherwise expire in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein)their terms.

Involuntary Termination. If the Employee experiences an Involuntary TerminationExecutive’s employment is involuntarily terminated by the Company during the Employment Term, such termination of employment the Executive shall be entitled to receive his Base Salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date (collectively, the “Accrued Obligations”). Such payments shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable in accordance with the terms of the applicable plan. If the termination is not (1) a termination for Cause (as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); (4) a termination due to non-renewal of the then current term as described in Section 5(e); or (5) pursuant to Section 6, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then-current term of the Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); (4) a termination due to non-renewal of the then current term as described in Section 5(e) or (5) pursuant to Section 6, then, subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following: (i) Any options, restricted shares or other awards granted to the Executive under the 2013 Equity Plan shall become fully vested and, in the case of options, exercisable in full; (ii) Provided that the Executive elects continuation of coverage under the Company’s obligations under this Section 7. In group health plan pursuant to the event Consolidated Omnibus Budget Reconciliation Act of the Involuntary Termination of the Employee1986, as amended (“COBRA”), the Company shall, during the remaining term of this Agreement (i) pay to the Employee monthly one-twelfth of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment Executive shall be made provided continued coverage at the Company’s expense under this Section 7(a) unless any health insurance programs maintained by the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined Company in Section 409A taking into account all rules and presumptions provided for in which the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) Executive participated at the time of his Separation from Service, then payments under this Section 7(atermination for twelve (12) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Servicemonths, or his earlier death until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Delayed Distribution DateCode”). Any ) (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments deferred on account of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the preceding sentence Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be accumulated without interest provided in any other calendar year; and (iii) Annual Bonus(es) payable under Section 3 above that would have been earned based solely on continued employment for the remainder of the then current term, and if none, then an amount equal to fifty percent (50%) of the Executive’s then current Base Salary, payable at the same time as bonuses are paid to other active employees of the Company with respect to such performance period, and forfeited if the first payment that is payable Executive violates any of the restrictive covenants in accordance with the preceding sentence Section 9 and Section 409A. To 10. For purposes of clause (i) above, the extent permitted by Section 409A, amounts payable reference to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the maximum level of achievement of the performance goal or goals under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein)the award.

Involuntary Termination. If the Employee experiences an Involuntary Termination, such termination of employment shall be subject to the Company’s obligations under this Section 7. In the event of the Involuntary Termination of the Employee, if the Employee has offered to continue to provide services as contemplated by this Agreement, and such offer has been declined, then, subject to Section 7(b) of this Agreement, the Company shall, as liquidated damages: (i) during the remaining term of this Agreement following the Date of Termination (ithe "Remaining Term"), (A) pay to the Employee in cash monthly one-twelfth of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for Company Salary at the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him annual rate in effect immediately prior to the Date of Termination and one-twelfth of the average annual amount of cash bonus and cash incentive compensation of the Employee, based on the average amounts of such Involuntary Termination compensation earned by the Employee for the two full fiscal years preceding the Date of Termination, PROVIDED THAT such payments shall be reduced by the amounts of cash compensation, if any, actually paid to the Employee by the Consolidated Subsidiaries for such period; and (B) continue to provide the benefits described in Section 5(c) and Section 5(d) of this Agreement; (ii) within 30 days following the date on which the term of this Agreement expires (the “Employee’s "Expiration Date"), pay to the Employee in a lump sum in cash an amount equal to the excess of (A) the present value of the aggregate benefits to which she would be entitled under any and all qualified and non-qualified defined benefit pension plans covering executive officers of the Company or the Bank or under which she was covered on the Effective Date as if she were 100% vested thereunder, had continued to be employed by the Company and the Bank during the Remaining Term and had received as covered compensation during such period the amounts payable to her under Section 7(a)(i) hereof, over (B) the present value of the benefits to which she is actually entitled under such plans as of the Expiration Date; (iii) within 30 days following the Expiration Date, pay to the Employee in a lump sum in cash an amount equal to the present value of the employer contributions to which she would have been entitled under any and all qualified and non-qualified defined contribution plans maintained by or covering executive officers of the Company or the Bank or under which she was covered on the Effective Date as if she were 100% vested thereunder, had continued to be employed by the Company and the Bank during the Remaining Term and had received as covered compensation during such period the amounts payable to her under Section 7(a)(i) hereof and assuming that she had made during such period the maximum amount of employee contributions, if any, required or permitted under such plans for an individual receiving such covered compensation; (iv) during the Remaining Term, the Company shall provide the Health Coverage”)Benefits to the Employee on the same terms as if she had continued to be employed under this Agreement; and (v) following the expiration of the Remaining Term, the Company shall make the Health Benefits available to the Employee on the same terms as if she had continued to be employed under this Agreement, PROVIDED THAT the Employee reimburses the Company for the amount the Company pays to third parties that is attributable to the Health Benefits for the Employee and her spouse. No payment For purposes of this Section 7, present value shall be made under this Section 7(a) unless determined by using the Employee’s termination UP-1984 mortality table and the same discount rate as would apply to a determination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation present value under Section 409A280G of the Internal Revenue Code of 1986, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death as amended (the “Delayed Distribution Date”). Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein"Code").

Involuntary Termination. If the Employee experiences an Involuntary Termination, such termination of employment shall be subject to the Company’s obligations under this Section 7. In the event that your employment with XXX is terminated by XXX without Cause (as defined in Appendix A attached to this letter) and not as a result of your death or Disability (as defined in Appendix A attached to this letter), then subject to your entering into and not revoking a standard separation agreement and release of claims in favor of XXX as described further in Appendix A attached hereto (“Release”), you will receive the Involuntary Termination following benefits: (a) a lump sum cash payment equal to twelve (12) months of your Base Salary (excluding any Salary Premium) in effect on the Employeedate of termination of your employment with XXX (“Salary Severance”), the Company shall, during the remaining term of this Agreement and (ib) pay provided that you timely elect to continue coverage pursuant to the Employee monthly one-twelfth Consolidated Omnibus Budget Reconciliation Act of his 1985, as amended (“Total Compensation” COBRA”), for yourself and (ii) maintain substantially any of your eligible dependents under XXX’x group health insurance plans following the same termination of your employment with XXX, then XXX will pay the COBRA premiums necessary to continue your group life or key man life insurance, hospitalization, medical, dental, prescription drug health insurance coverage for yourself and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his your eligible dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination termination of your employment until the earliest of (x) twelve (12) months following the termination of your employment with XXX (the “Employee’s Health CoveragePayment Period”), (y) the expiration of your eligibility for continuation coverage under COBRA, or (z) the date when you become eligible for health insurance coverage in connection with other employment, if any (the “COBRA Benefit”). No Notwithstanding the foregoing under this Section, if XXX determines in its sole discretion that it cannot provide the COBRA Benefit without potentially violating, or being subject to an excise tax under, applicable law (including, without limitation, Section 2716 of the Public Health Service Act and ERISA), then in lieu thereof, XXX will provide to you a taxable lump sum payment shall in an amount equal to the monthly COBRA premium that you would be required to pay to continue the group health coverage in effect on the date of termination of your employment with XXX (which amount will be based on the premium for the first month of COBRA coverage) for the Payment Period, which payment will be made under regardless of whether you (and/or any eligible dependents) elects COBRA continuation coverage. For the avoidance of doubt, any taxable payments described in this Section 7(amay be used for any purpose, including, but not limited to, COBRA continuation coverage, and will be subject to all applicable withholdings. In the event that your employment with XXX is terminated by XXX without Cause and such termination occurs upon or within twelve (12) unless the Employee’s termination of employment qualifies months following a Change in Control, as a “Separation from Service” (as that phrase such term is defined in Section 409A taking XXX’x 2015 Equity Incentive Plan, then subject to your entering into account all rules and presumptions provided for not revoking the Release, and in addition to the Salary Severance and COBRA Benefit described in the Section 409A regulations). If the Employee is a “Specified Employee” (as defined immediately preceding paragraph, any unvested and outstanding portion of your then outstanding equity awards will accelerate vesting in Section 409A) at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein)full.

Involuntary Termination. If the Employee experiences an ----------------------- Involuntary Termination, such termination of employment shall be subject to the Company’s Surviving Corporation's obligations under this Section 7. In the event of the Involuntary Termination of the Employee, if the Company Employee has offered to continue to provide services as contemplated by this Agreement and such offer has been declined, then, subject to Section 7(b) of this Agreement, the Surviving Corporation shall, as liquidated damages (i) during the remaining term of this Agreement (i) Agreement, pay to the Employee monthly one-twelfth of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for Company Salary at the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him annual rate in effect immediately prior to the Date of Termination and one- twelfth of the average annual amount of cash bonus and cash incentive compensation of the Employee, based on the average amounts of such Involuntary compensation earned by the Employee for the two full fiscal years preceding the Date of Termination (or if the “Employee’s Health Coverage”Date of Termination occurs before one full fiscal year has elapsed since the Effective Date, the amount of $162,500, or if one but not two full fiscal years have elapsed since the Effective Date, the amount of cash bonus and cash incentive compensation earned by the Employee for such one fiscal year). No payment shall be made under this Section 7(a; (ii) unless provide the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined benefits set forth in Section 409A taking into account all rules and presumptions provided for in 7(f) of this Agreement on the Section 409A regulations). If terms set forth therein; (iii) if the Employee is the record or beneficial owner of any options relating to the stock of the Surviving Corporation as of the Date of Termination, then notwithstanding the provisions of any other agreements or documents relating to such options, such options shall be deemed to be fully vested on the Date of Termination and shall be exercisable for a “Specified Employee” period of not less than 90 days from the Date of Termination; and (iv) if the Employee is not fully vested under any other benefit plan or arrangement in which he is a participant as of the Date of Termination (except for any "employee pension plan" as defined in Section 409A3(2) at of the time Employee Retirement Income Security Act of his Separation from Service1974, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as amended, including any "multiemployer plan" as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)3(37) of such Act), shall deem the Employee to be fully vested therein and as such constitute deferred compensation under Section 409A, the Surviving Corporation shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account of the preceding sentence guarantee that he shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein)receive benefits thereunder accordingly.

Involuntary Termination. (A) If Employee’s employment with the Company or any successor-in interest is terminated pursuant to a Termination Without Cause or a Constructive Termination prior to a Change of Control (as defined in Section 5(b)(vi) below), then Employee experiences an Involuntary Termination, will be entitled to receive payment of severance benefits equal to six (6) months of Employee’s then-current regular monthly salary. Such payments shall be made ratably over the six (6) months following such termination (“Severance Period”), according to the Company’s standard payroll schedule. In addition, six months of employment Employee’s stock purchased by Employee pursuant to subsection 4(b) above, and any additional Company securities sold, gifted, or otherwise issued or transferred to Employee subject to any Company rights of repurchase, including securities issued thereon in connection with any stock dividend, stock split or other recapitalization of the Company, then subject to the Company’s right of repurchase shall no longer be subject to the Company’s obligations under this Section 7right of repurchase (the repurchase right shall lapse). In addition, six months of then unvested stock options or warrants held by Employee and exercisable for Company stock, shall immediately vest. Employee will also be entitled to receive payment on the event date of termination of the Involuntary Termination prorated portion of any bonus payable under Section 4. Health insurance benefits with the Employee, the Company shall, during the remaining term of this Agreement (i) pay same coverage provided to Employee prior to the Employee monthly one-twelfth of his “Total Compensation” and termination (ii) maintain substantially the same group life or key man life insurance, hospitalization, e.g. medical, dental, prescription drug optical, mental health) and in all other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable respects significantly comparable to the Employee including amounts of coverage and deductibles and other costs to him those in effect place immediately prior to such Involuntary the termination will be provided at the Company’s cost for the Severance Period. (B) If, following a Change of Control, Employee’s employment with the Company or its successor-in-interest is terminated pursuant to a Termination Without Cause or a Constructive Termination, then, Company shall pay Employee on the termination date, in a one lump sum payment, an amount equal to six (6) months of Employee’s then-current base salary. In addition, the greater of (1) fifty percent (50%) of Employee’s Shares and other securities then subject to the Company’s right of repurchase or (2) six (6) months of Employee’s Shares and other securities then subject to the Company’s right to repurchase, shall no longer be subject to the Company’s right of repurchase (the “repurchase right shall lapse). In addition, the greater of (1) fifty percent (50%) of Employee’s Health Coverage”). No payment shall be made under this Section 7(athen unvested options and other unvested securities, or (2) unless the six (6) months of Employee’s then unvested options and other unvested securities, shall immediately vest. Employee will also be entitled to receive payment on the date of termination of employment qualifies as a “Separation from Service” the prorated portion of any bonus payable under Section 4. Health insurance benefits with the same coverage provided to Employee prior to the termination (as that phrase is defined e.g. medical, dental, optical, mental health) and in Section 409A taking into account all rules and presumptions other respects significantly comparable to those in place immediately prior to the termination will be provided for in the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until Company’s cost over the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein)Severance Period.

Involuntary Termination. If the Employee Executive experiences an Involuntary TerminationTermination prior to the end of the Term, such termination of employment shall be subject to the Company’s obligations under this Section 77(a). In the event of the If such Involuntary Termination of the Employeeoccurs, the Company shall, during the remaining term of this Agreement : (i) pay to the Employee monthly one-twelfth of his Executive or Executive’s beneficiary a cash payment equal to $300,000 (the “Total Compensation” and Severance Payment”); (ii) maintain substantially continue medical and dental benefits at active employee rates for a period of twelve (12) months following the same group life Date of Termination; (iii) accelerate the vesting of any outstanding equity awards if so provided pursuant to the terms of such awards or key man life insuranceas provided herein; and (iv) pay to the Executive a Pro Rata Bonus, hospitalizationif any. (v) In addition to the foregoing, medicalin connection with an Involuntary Termination, dentalthe Executive shall be entitled to receive (A) any accrued but unpaid Company Salary and any accrued but unused vacation through the Date of Termination, prescription drug (B) reimbursement of any expenses incurred through the Date of Termination in accordance with Section 4(g), and (C) all vested benefits and amounts under any plan, program or arrangement, the payment and other health benefitsrights with respect to which shall be governed by the terms thereof (the benefits listed in this subparagraph collectively, the “Accrued Compensation”). The Severance Payment shall be paid in a single lump sum on the sixtieth (60th) day following the Date of Termination provided that Executive executes, and long-term disability insurance does not revoke, a release and waiver, in the form attached hereto as Exhibit A (if anythe “Release”) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination sixtieth (60th) day. If the “Employee’s Health Coverage”). No payment Release has not become irrevocable on or before such sixtieth (60th) day, the Executive shall be made under this Section 7(aforfeit any right to the Severance Payment (or the benefits set forth in subparagraphs (ii) unless the Employee’s termination of employment qualifies as a “Separation from Service” and (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulationsiii) above). If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, Executive should die after amounts become payable under this Section 7(a) which are considered deferred compensation ), such amounts shall thereafter be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein)paid to the Executive’s estate.

Involuntary Termination. If The Board of Directors may terminate the Employee experiences an Involuntary TerminationEmployee's employment at any time, such but, except in the case of Termination for Cause, termination of employment shall be subject not prejudice the Employee's right to the Company’s obligations compensation or other benefits under this Section 7Agreement. In the event of the Involuntary Termination other than after a Change in Control which occurs during the term of the Employeethis Agreement, the Company and First Federal jointly shall, during the remaining term of this Agreement : (i) pay to the Employee monthly over the one-twelfth year period commencing on the Employee’s Date of his Termination (the “Total Compensation” One-Year Period”): (A) the Employee’s Salary at the rate in effect immediately prior to the Date of Termination, and (B) the pro rata portion of any incentive award or bonus, the amount of which, if any, shall be determined by the First Federal Board of Directors in its sole discretion, which amount, if any, shall be payable pro rata over the One-Year Period [include if applicable, or remove], and (ii) maintain provide to the Employee during the One-Year Period substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his the Employee’s dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and Termination, on terms substantially as favorable to the Employee Employee, including amounts of coverage and deductibles and other costs to him or her (i.e., the Employee’s share of premiums, deductibles and co-pays, all as in effect immediately prior to such on the Date of Termination), as if he or she had not suffered Involuntary Termination. Notwithstanding the foregoing, the amount of the Employee’s Salary taken into account under this Section 7(a), upon an Involuntary Termination (other than after a Change in Control, shall be pro-rated based on the “Employee’s Health Coverage”)number of years of Continuous Employment, at a rate of 20% of Employee’s Salary for each completed year of Continuous Employment. To the extent payments under this Paragraph 7(a) are subject to Section 409A, Section 20 shall apply. No payment shall be made under this Section Paragraph 7(a) unless the Employee’s termination Employee executes a release substantially in the form attached as Exhibit A hereto no later than the earlier of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions the time provided for in the Section 409A regulations). If release or 60 days after the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his 's Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein).

Involuntary Termination. If Executive’s employment with the Employee experiences an Involuntary TerminationCompany terminates other than for “Cause” (as defined herein), such termination death or disability, and Executive signs and does not revoke a standard release of employment claims with the Company, then, subject to Section 11, Executive shall be subject entitled to the Company’s obligations under this Section 7. In the event of the Involuntary Termination of the Employee, the Company shall, during the remaining term of this Agreement (i) receive continuing payments of severance pay (less applicable withholding taxes) at a rate equal to his Base Salary rate, as then in effect, for a period equal to months, plus month for each months of employment, up to a maximum of month(s) from the Employee monthly one-twelfth date of his such Executive’s “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies as a “Separation separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employeeservice” (as defined in Treas. Reg. 1.409A-1(h)) with the Company, to be paid periodically in accordance with the Company’s normal payroll policies and commencing with the latest payroll date that is also within seventy (70) days from the date of “separation from service” (with earlier commencement possible only if in compliance with Section 409A409A of the code and with payments that would have been made on earlier payroll dates, but for this provision, cumulated and paid on such payroll date); (ii) the immediate vesting and exercisability of % of the shares subject to all of Executive’s stock awards covering shares of Company Common Stock (whether currently outstanding or granted in following the Effective Date) outstanding on the date such release of claims becomes effective (the “Stock Awards”) and (iii) continued payment by the Company of the group health continuation coverage premiums for Executive and Executive’s eligible dependents under Title X of the Consolidated Budget Reconciliation Act of 1985, as amended (“COBRA”) as in effect through the lesser of (x) months from the effective date of such termination, (y) the date upon which Executive and Executive’s eligible dependents become covered under similar plans, or (z) the date Executive no longer constitutes a “Qualified Beneficiary” (as such term is defined in Section 4980B(g) of the Internal Revenue Code of 1986, as amended (the “Code”)); provided, however, that Executive will be solely responsible for electing such coverage within the required time periods. Compensation and benefits payable pursuant to this provision that are made from the date of “separation from service” with the Company through March 15th of the calendar year following such termination, are intended to constitute separate payments for purposes of Treas. Reg. 1.409A-2(b)(2) and thus payable pursuant to the “shot-term deferral” rule set forth in Treas. Reg. 1.409A-1(b)(4); payments made following such March 15th, are intended to constitute separate payments for purposes of Treas. Reg. 1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. 1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision, with any excess amount being regarded as subject to the distribution requirements of Section 409A(a)(2)(A) of the Code, including, without limitation, the requirement of Section 409A(a)(2)(B)(i) of the code that payments be delayed until six months after “separation from service” if Executive is a “specified employee” within the meaning of the aforesaid section of the Code at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary such “separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Dateservice.”). Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein).

Involuntary Termination. If the Employee experiences an Involuntary Termination, such termination of employment shall be subject to the CompanyBank’s obligations under this Section 7. In the event of the Involuntary Termination of the Employee, the Company Bank shall, during the remaining term of this Agreement (i) pay to the Employee monthly one-twelfth of his “Total Compensation” the Bank Salary at the annual rate in effect immediately prior to the Date of Termination and one-twelfth of the average annual amount of cash bonus and cash incentive compensation of the Employee, based on the average amounts of such compensation earned by the Employee from the Bank and any Consolidated Subsidiaries for the two full fiscal years preceding the Date of Termination; and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless the Employee’s =s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s =s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein).

Involuntary Termination. If Notwithstanding the vesting schedule provided in paragraph (a), upon the involuntary termination of the Employee's employment with the Employer, other than for Cause (as defined below) and due to (i) a reorganization or reduction in force for which the Employee experiences an Involuntary Terminationwould be eligible for pay under the Xxxxxx Xxxxxx, Inc. Xxxxxxxxx Plan, or (ii) a termination where the Employer agrees to vest the unvested Restricted Stock Units as full or partial consideration for the Employee’s satisfaction of the requirements under Section 2(g), or (iii) a sale, transfer or discontinuation of any part of the operations or any business unit of the Employer, 100% of the unvested Restricted Stock Units shall vest [as of the date of such termination of employment shall be subject to the Company’s obligations under this Section 7. In the event of the Involuntary Termination of the Employee's employment]2, provided that the Company shallEmployee satisfies the requirements of Section 2(g)[.] [; and provided, during further, that the remaining term of this Agreement Performance Goals set forth in Exhibit I are achieved, either (i) pay prior to the date of such termination (with the Committee having certified such achievement), in which case vesting shall occur as of the date of such termination, or (ii) after the date of such termination and prior to the end of the applicable Performance Period, in which case vesting shall occur as of the date the Committee certifies such achievement. If the Performance Goals set forth in Exhibit I are not achieved prior to the end of the applicable Performance Period, the Employee's unvested Restricted Stock Units shall be automatically forfeited, and neither the Company nor any Affiliate shall have any further obligations to the Employee monthly one-twelfth under this Agreement.] For purposes of his this Agreement, “Total CompensationCause” and is defined as the Employee’s (i) grand jury indictment or prosecutorial information charging the Employee with illegal or fraudulent acts; (ii) maintain substantially conviction of a crime which, in the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit opinion of the Employee and his dependents and beneficiaries who Employer, would have been eligible for such benefits if adversely affect the Employee had not suffered Involuntary Termination and on terms substantially as favorable Employer’s reputation or business; (iii) willful refusal, without proper legal or medical cause, to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless perform the Employee’s termination of employment qualifies as a “Separation from Service” duties and responsibilities; (as iv) willfully engaging in conduct that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee has reason to know is a “Specified Employee” injurious to the Employer; or (as defined in Section 409Av) at the time willful and material violation of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account any of the preceding sentence shall be accumulated without interest Employer’s written policies and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein)procedures.

Involuntary Termination. If the Employee's employment is terminated as a result of Involuntary Termination (as defined in Section 3(b) below), then the Employee experiences an Involuntary Termination, such termination of employment shall be subject entitled to receive the following: (A) Severance payments equal to the Company’s obligations under this Section 7. In the event of the Involuntary Termination sum of: (1) an amount equal to 100% of the Employee, 's annual base salary determined on the Company shall, during the remaining term of this Agreement (i) pay to the Employee monthly one-twelfth of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit basis of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him Employee's base salary rate in effect immediately prior to the Employee's Involuntary Termination and (2) whichever of the following is applicable as of the date of the Employee's Involuntary Termination: (I) provided that the Employee has completed at least two full fiscal years of employment with the Company, an amount equal to 100% of the average of the annual incentive bonuses actually earned by the Employee for the two fiscal years of the Company preceding the fiscal year of such Involuntary Termination Termination; or (II) provided that the Employee has completed at least one full fiscal year of employment with the Company but less than two full fiscal years of such employment, an amount equal to 100% of the annual incentive bonus actually earned by the Employee for the fiscal year of the Company preceding the fiscal year of such Involuntary Termination; or (III) provided that the Employee has completed less than one full fiscal year of employment with the Company, an amount equal to 100% of the target annual incentive bonus, if any, for such Employee. (B) In addition to the foregoing, Employee shall be entitled to receive accrued vacation to the date of the Involuntary Termination. (C) In addition to the foregoing, for a period of up to twelve (12) months after any termination under this Subsection 2(a)(i), the Company shall reimburse the Employee for any COBRA premiums paid by the Employee for continued group health insurance coverage (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations"Employment Benefits"). If the Employee's medical coverage immediately prior to the date of termination of employment included the Employee's dependents, the Company paid COBRA premiums shall include premiums for such dependents. Such Employment Benefits shall terminate upon the earlier of (1) twelve (12) months from the date of the Employee's termination or (2) upon commencement of new employment by the Employee. The Employee's right to receive the severance benefits described in this Subsection 2(a)(i) shall be conditioned upon the Employee's execution and delivery of a general release of claims in a form satisfactory to the Company. Any severance payment to which the Employee is a “Specified Employee” (as defined in Section 409Aentitled pursuant to this Subsection 2(a)(i) at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following in a lump sum within thirty (30) days of the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein)'s Involuntary Termination.

Involuntary Termination. If the Employee’s employment is terminated(A) by the Company other than for Cause, or (B) voluntarily by the Employee experiences an Involuntary Terminationfor Good Reason, such termination of employment then the Employee shall be subject entitled to receive the following benefits: (i) monthly severance payments during the period from the date of the Employee’s termination until the date three (3) months after the effective date of the termination (the “Severance Period”) equal to the monthly salary which the Employee was receiving immediately prior to the termination date; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee’s “target bonus” (as defined herein) for the fiscal year in which the termination occurs for each month in which severance payments are made to the Employee pursuant to subsection (i) above; (iii) the pro-rated amount of the Employee’s “target bonus” for the fiscal year in which the termination occurs, calculated based on the number of months during such fiscal year in which the Employee was employed by the Company (or a successor corporation) with such payment being made on the termination date; (iv) reimbursement for premiums paid for continued health benefits for Employee (and any eligible dependents) under the Company’s obligations under this Section 7. In health plans until the event earlier of (a) the end of the Involuntary Termination of Severance Period, payable when such premiums are due (provided Employee validly elects to continue coverage under COBRA, or (b) the date upon which Employee and Employee’s eligible dependents become covered under similar plans; and (v) outplacement services with a total value not to exceed Twenty Thousand Dollars ($20,000), to be provided within the Company shall, during the remaining term of this Agreement Severance Period. The severance payments described in subsections (i) pay to the Employee monthly one-twelfth of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment above shall be made under this Section 7(a) unless paid during the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable Severance Period in accordance with the preceding sentence and Section 409A. To Company’s standard payroll practices. If termination occurs prior to the extent permitted by Section 409Asecond anniversary of the Employee’s initial day of employment, amounts payable under this Section 7(a) which are considered deferred compensation the monthly severance payments shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein).continue for twelve

Involuntary Termination. If the Employee experiences an Involuntary Termination, such termination of employment shall be subject to the CompanyBank’s obligations under this Section 76. In the event of the Involuntary Termination Termination, then, subject to Section 6(b) of the Employeethis Agreement, the Company Bank shall, as liquidated damages (i) during the remaining term Term of this Agreement (i) Agreement, pay to the Employee monthly one-twelfth of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for Base Salary at the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him annual rate in effect immediately prior to such Involuntary the Date of Termination (and one-twelfth of the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless average annual amount of cash bonus of the Employee’s , based on the average amounts of cash bonus earned by the Employee for the two full fiscal years preceding the Date of Termination; (ii) provide the benefits set forth in Section 6(f) of this Agreement on the terms set forth therein provided that during the remaining Term of this Agreement, the Bank shall pay the same portion of the cost of benefits under Section 6(f) as it would have paid if no termination of employment qualifies as a “Separation from Service” had occurred; (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If iii) if the Employee is not fully vested under any other benefit plan or arrangement in which he is a participant as of the Date of Termination (except for any tax-qualified “Specified Employeeemployee pension plan” (as defined in Section 409A3(2) at of the time Employee Retirement Income Security Act of his Separation from Service1974, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as amended, including any “multiemployer plan” as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)3(37) of such Act but excluding any supplemental executive retirement plan), deem the Employee to be fully vested therein and as such constitute deferred compensation under Section 409A, the Bank shall not be paid until guarantee that he shall receive benefits thereunder accordingly; (iv) provide the 185th day following Employee the Employee’s Separation from Service, or his earlier death (opportunity to purchase the “Delayed Distribution Date”). Any payments deferred on account Key Man Policy for its then cash surrender value and transfer ownership of the preceding sentence shall be accumulated without interest and paid with Principal Policy to the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation Employee at no cost to him (i.e., which are considered payable on account with no obligation to pay the cash surrender value); and (v) during the remaining Term of this Agreement, continue the group term life insurance (or, if the Bank is unable to provide such group term life insurance, the Employee shall be permitted to convert such coverage to an involuntary separation from service individual insurance policy) provided by the Bank at the same premium cost to the Employee and at the same coverage level as herein defined herein)in effect immediately prior to the Involuntary Termination.

Involuntary Termination. If (i) Executive terminates his employment with the Employee experiences Company due to an Involuntary TerminationTermination or (ii) the Company terminates Executive’s employment with the Company for (x) other than “Cause” (as defined herein), (y) death or (z) Disability, and Executive signs and does not revoke a standard release of claims and non-disparagement agreement with the Company, then Executive will be entitled to (x) receive continuing payments of severance pay (less applicable withholding taxes) at a rate equal to his Base Salary rate, as then in effect, for a period of either one (1) month from the date of such termination if such termination occurs prior to the first six (6) months of employment shall the Effective Date; will be accumulated at a rate of two (2) months every twelve (12) months of service after first six (6) months of service up to a total of eight (8)months to be paid periodically in accordance with the Company’s normal payroll policies; (y) subject to the provisions of Section 8 below. The Executive will be eligible for the number of months as described above based on the complete quarters of service. For example, should the termination occur on the thirteenth month of service the Executive will be eligible for one (1) month of service after the first six (6) months plus two (2) months for each complete year of service for the total of three (3) months. Also, Executive will have his Stock Option Grant vesting accelerated by one year. Continued payment by the Company of the group health continuation coverage premiums for Executive and Executive’s eligible dependents under Title X of the Consolidated Budget Reconciliation Act of 1985, as amended (“COBRA”) as in effect through the lesser of (A) six (6) months from the effective date of such termination, (B) the date upon which Executive and Executive’s eligible dependents become covered under similar plans, or (C) the date Executive no longer constitutes a “Qualified Beneficiary” (as such term is defined in Section 4980B(g) of the Code); provided, however, that Executive will be solely responsible for electing such coverage within the required time periods. Notwithstanding anything to the contrary in this Agreement, if the Company’s obligations under this Section 7. In stock is publicly-traded on an established securities market on the event date of the Involuntary Termination of the EmployeeExecutive’s termination, the Company shall, during the remaining term of this Agreement (i) pay any cash severance payments otherwise due to the Employee monthly one-twelfth of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable Executive pursuant to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless on or within the Employeesix-month period following Executive’s termination of employment qualifies as will accrue during such six-month period and will become payable in a “Separation from Service” lump sum payment on the date six (as that phrase is defined in Section 409A taking into account all rules 6) months and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” one (as defined in Section 409A1) at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employeedate of Executive’s Separation from Service, or his earlier death (termination if the “Delayed Distribution Date”). Any payments deferred on account Company reasonably determines that the imposition of additional tax under Section 409A of the preceding sentence shall Code will apply to an earlier payment of such cash severance payments. All subsequent payments will be accumulated without interest and paid with the first payment that is payable as provided in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein)section.

Involuntary Termination. If In the Employee experiences event the Executive’s employment is terminated under circumstances constituting an Involuntary Termination (other than a CIC Involuntary Termination), the Executive shall be entitled to receive: (i) within fifteen (15) calendar days after the Date of Termination, the Executive’s Accrued Compensation through the Date of Termination; and (ii) within fifteen (15) calendar days after the period for revocation of the release has elapsed, a lump sum payment in cash equal to [ONE AND A HALF TIMES (1.5X)][ONE TIMES (1X)][SEVENTY FIVE PERCENT (75%) OF] the Executive’s annual Base Salary as of the Date of Termination; and (iii) for twelve (12) months after the Date of Termination, continuation of the Benefits in which the Executive was enrolled as of the Date of Termination (subject to any changes to Benefits as are applied to similarly-situated active employees), with the full premium cost for such termination coverage to be borne by the Company; provided, however, that if the Executive commences employment with another employer during such twelve (12) month period and is eligible to receive medical benefits under the new employer’s plan(s), the Benefits shall terminate as of employment shall be subject the date the Executive becomes eligible to receive such benefits; and (iv) within fifteen (15) calendar days after the period for revocation of the release has elapsed, a lump sum payment in an amount equal to the employer contributions to the Company’s obligations under this Section 7. In the event retirement plans on behalf of the Involuntary Termination of the Employee, the Company shall, during the remaining term of this Agreement (i) pay to the Employee monthly one-twelfth of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) Executive that would have been made for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits Executive if the Employee Executive’s employment had not suffered Involuntary Termination and on terms substantially continued for twelve (12) months after the Date of Termination, assuming for this purpose that (A) all benefits under any such retirement plans were fully vested, (B) the Executive’s compensation during such twelve (12) months was the same as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect it had been immediately prior to the Date of Termination, and (C) the Executive would have made contributions at the level necessary to receive the maximum matching contribution provided under such Involuntary Termination plans; and (iv) reimbursement, up to [$15,000][$4,870], for outplacement services reasonably selected by the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless Executive incurred by the Employee’s end of the second calendar year after termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in such reimbursement to occur by the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account end of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein)following calendar year.

Involuntary Termination. If the Employee experiences an Involuntary Termination, such termination of Executive’s employment shall be subject to the Company’s obligations under this Section 7. In the event of the Involuntary Termination of the Employee, is terminated by the Company shall, during the remaining term of this Agreement (i) pay to the Employee monthly one-twelfth of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” without Cause (as defined in Section 409Aherein) at the time or if Executive resigns from Executive’s employment for Good Reason (as defined herein) (for purposes of his Separation from Serviceclarity, then payments under this Section 7(a) which are a termination without Cause or for Good Reason does not considered paid on account include a termination that occurs as a result of an involuntary Executive’s death or disability), and provided that such termination constitutes a “separation from service (service” as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii1.409A-1(h) (“Separation”) and Executive signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective within fifty-five (55) days of Executive’s Separation (the “Deadline”), then, subject to Section 7(f) below and in addition to the Accrued Obligations, Executive shall receive: (i) two (2) years of Base Salary, which shall be paid in twenty-four (24) equal monthly installments, commencing on the Company’s first normal payroll date that occurs on or after the Deadline (and in all events within sixty (60) days after the Separation); (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of two (2) years following the date of Executive’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Executive for monthly premiums paid to continue Executive’s (and, if applicable, Executive’s eligible spouse and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for two (2) years from the date that Executive (and, if applicable, Executive’s eligible spouse and dependents) lose health care coverage as such constitute deferred compensation an employee under Section 409A, shall not be paid the Company’s health plans until the 185th day following earlier of: (1) a date two (2) years after the Employee’s Separation from Servicedate health care coverage is lost as an employee; or (2) a date on which the Executive is covered under the medical plan of another employer, or his earlier death which does not exclude pre-existing conditions; and (iv) the “Delayed Distribution Date”). Any payments deferred on account Company shall continue to pay premiums to maintain any life insurance for Executive, existing and paid for by the Company as of the preceding sentence date of Executive’s Separation, for two (2) years following Executive’s Separation, which payments shall be accumulated without interest and paid made on each regularly scheduled due date for such payments beginning with the first payment regularly scheduled due date that is payable in accordance occurs on or after the Deadline (with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable any payments due prior to such time being made on account of an involuntary separation from service as herein defined hereinsuch date).

Involuntary Termination. If the Employee experiences an Employee’s employment with the Company is terminated as a result of Involuntary Termination, such termination of employment then the Employee shall be subject entitled to receive the Company’s obligations under this Section 7. In the event of the Involuntary Termination of the Employee, the Company shall, during the remaining term of this Agreement following severance benefits: (i) The Employee shall be entitled to receive severance pay in an amount equal to the Employee monthly one-twelfth one hundred percent (100%) of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially annual base salary as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Service, then payments under such termination. Any severance to which the Employee is entitled pursuant to this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, section shall not be paid until the 185th day in a lump sum, less applicable withholding, within thirty (30) days following the Employee’s Separation from Servicetermination. (ii) The Executive shall be entitled to receive a separation bonus equal to the gross amount of fifty percent (50%) of the total sum of the Executive’s performance bonus paid for the two (2) most recent fiscal years for which bonuses have been paid prior to the termination date. (iii) With respect to any unvested options to purchase shares of the stock of the Company held by the Employee; Section 12.1 (b) of the 2005 Equity Incentive Plan, or his earlier death as amended (the “Delayed Distribution DatePlan”). Any payments deferred on account , notwithstanding, if a Change in Control occurs and the “Acquiror”, as defined in the Plan, does not assume the “Awards”, as defined in the Plan, held by Employee, then all such Awards held by Employee shall become fully vested and exercisable as of a date ten (10) business days prior to the occurrence of the preceding sentence closing of the transaction resulting in the Change in Control, with any acceleration and exercise subject to, and conditional upon, the actual closing of such transaction.” (iv) The Employee shall be accumulated without interest entitled to exercise all vested options to purchase shares of the stock of the Company held be the Employee (including any options to purchase shares that become vested for a period of twelve (12) months after the date of such termination (notwithstanding anything to the contrary otherwise provided under the terms and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account conditions of an involuntary separation from service as herein defined hereinsuch options). (v) The Company shall, if permitted under the Company’s existing health insurance plans, continue the Executive’s existing group health insurance coverage. If not so permitted, the Company shall reimburse the Executive for any COBRA premiums paid by the Executive for continued group health insurance coverage. Such health insurance coverage or reimbursement of premiums shall continue until the earlier of (i) twelve (12) months after the date of the Executive’s Involuntary Termination or (ii) the date on which the Executive commences New Employment.

Involuntary Termination. If (i) The Company may terminate the Employee experiences employment of the Executive for any reason other than one specified in Section 4(a) or Section 4(b) immediately upon written notice of termination to the Executive, and the Executive may terminate his employment with the Company for Good Reason immediately upon providing written notice of such termination to the Company. Either of such terminations shall be deemed an “Involuntary Termination” for purposes of this Agreement. (ii) Upon the occurrence of an Involuntary Termination, such termination of employment shall be in addition to the Accrued Obligations, and subject to the Company’s obligations under this Section 7. In execution by the event Executive of a release in the Involuntary Termination form of Exhibit C hereto (the Employee, “Release”) and the Company shall, during compliance by the remaining term Executive with the Release and all terms and provisions of this Agreement (i) pay to and the Employee monthly one-twelfth of his “Total Compensation” Confidentiality and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” Invention Assignment Agreement (as defined in Section 409A5) that survive the termination of the Executive’s employment by the Company the Executive shall be entitled to receive (A) severance payments in an amount equal to the Base Salary in effect on the termination date for a period of 12 months; plus (B) monthly reimbursement (upon presentation of proof of payment) for the medical insurance premiums at the time same level as was in effect on the termination date until the earlier of his Separation from Service(1) the end of such 12-month period or (2) the date the Executive becomes eligible for medical benefits through another employer; provided, however, that if such Involuntary Termination shall occur upon the closing of a Change of Control or within 12 months thereafter: (A) the severance shall be payable in a single lump sum and (B) the Executive shall also be entitled to receive an amount equal to 75% of the projected target amount of the Executive’s Annual Bonus for the calendar year in which the Executive’s employment termination occurs payable in a single lump sum, such lump sum payments to be made in each case on the first regularly scheduled payroll date that occurs on or after 60 days after the effective date of such employment termination. Any payments due pursuant to this Section 4(c), other than the Accrued Obligations, shall commence as soon as administratively feasible within 60 days after the date of the Executive’s termination of employment provided the Executive has timely executed and returned the Release and, if a revocation period is applicable, the Executive has not revoked the Release; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the severance payments shall begin to be paid in the second calendar year. On the date that payments pursuant to clauses (A) and (B) commence, the Company will pay the Executive in a single lump sum payment, less applicable taxes and withholding, the payments that the Executive would have received on or prior to such date but for the delay imposed by the immediately preceding sentence, with the balance of the payments to be paid as originally scheduled. The Accrued Obligations will be paid on the first payroll date following last date of employment to the extent administratively feasible and, if not, then payments on the second payroll date following the last date of employment. (iii) Notwithstanding anything to the contrary set forth elsewhere in this Agreement, the Executive may not terminate his employment with the Company for Good Reason pursuant to this Section 4(c), and shall not be considered to have done so for any purpose of this Agreement, unless (A) the Executive, within 60 days after the initial existence of the act or failure to act by the Company that constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Executive believes to constitute “Good Reason” and identifies the particular event specified in the definition of “Good Reason” on Exhibit A that the Executive contends is applicable to such act or failure to act; (B) the Company, within 30 days after its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by the Executive of the Executive’s employment relationship with the Company; and (C) the Executive actually resigns from the employ of the Company on or before that date that is 12 months after the initial existence of the act or failure to act by the Company that constitutes “Good Reason.” If the requirements of the immediately preceding sentence are not fully satisfied on a timely basis, then the resignation by the Executive from the employ of the Company shall not be deemed to have been for “Good Reason,” the Executive shall not be entitled to any of the benefits to which the Executive would have been entitled if the Executive had resigned from the employ of the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit that would otherwise have been due to the Executive under this Section 7(a4(c) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until had the 185th day following the Employee’s Separation from Service, or his earlier death (the Executive resigned with “Delayed Distribution DateGood Reason.”). Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein).

Involuntary Termination. If In the event that the Grantee ceases to provide Services as an Employee experiences by reason of an Involuntary Termination, unless the Option has earlier terminated, the Option shall, immediately prior to such termination Involuntary Termination, vest and become exercisable with respect to 18.75% of employment shall be the total number of Shares subject to this Option (or [ ] Shares), and the Company’s obligations under Option may be exercised, in accordance with paragraph (a) of Section 5, to the extent vested as of such Involuntary Termination (for clarity, after taking into account the foregoing acceleration provision of this Section 7. In paragraph (e)), provided such exercise occurs by the event close of business on the last calendar day of the 9th full calendar month following the date of such Involuntary Termination of the Employee, the Company shall, during the remaining term Termination. For purposes of this Agreement Agreement, “Involuntary Termination” shall mean: (i) pay without Grantee’s express written consent, a material reduction or alteration of Grantee’s duties, position or responsibilities relative to the Employee monthly one-twelfth of his “Total Compensation” and (ii) maintain substantially the same group life Grantee’s duties, position or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him responsibilities in effect immediately prior to such reduction or alteration, or Grantee’s removal from such position, duties or responsibilities; (ii) without Grantee’s express written consent, a material reduction by the Company of Grantee’s base salary as in effect immediately prior to such reduction; (iii) without Grantee’s express written consent, the relocation of Grantee’s principal place of employment with the Company by more than fifty (50) miles; (iv) any termination of Grantee’s employment by the Company without Cause. Except in the case of a termination of Grantee by the Company without Cause, an “Involuntary Termination” shall not be deemed to occur until the Company has received written notice from Grantee of the occurrence of an Involuntary Termination and had thirty (30) days after the Company’s receipt of such notice to cure or remedy such Involuntary Termination (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution DateRemedy Period”). Any payments deferred on account such notice provided by Grantee shall indicate the specific termination provision relied upon, shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated, and shall specify the effective date of your “separation from service” within the meaning of Section 409A of the preceding sentence shall Code. In order to be accumulated without interest effective, a resignation for Involuntary Termination must occur within ten (10) business days after the end of the Remedy Period in which the Company failed to cure or remedy the Involuntary Termination and paid with Grantee must have provided the first payment that is payable in accordance with foregoing written notice of the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account occurrence of an involuntary separation from service as herein defined herein)Involuntary Termination event to the Company within ninety (90) days of Grantee’s awareness of the initial existence of the applicable Involuntary Termination event.

Involuntary Termination. If Employer recognizes that the Employee experiences Executive would incur substantial damage to personal and professional reputation in the event of an Involuntary Termination. Consequently, should such termination Involuntary Termination occur during the Period of employment Employment, the Employer shall be subject pay to the Company’s obligations under this Section 7. In Executive, as liquidated damages, an amount (the event “Severance Amount”) equivalent to the sum of the Involuntary Termination of the Employee, the Company shall, during the remaining term of this Agreement (i) pay to the Employee monthly one-twelfth of his “Total Compensation” one and one half times Executive’s then current annualized Base Salary and (ii) maintain substantially a percentage of the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) target Incentive Compensation otherwise stipulated for the benefit of Executive pursuant to Section 3(b) of this Agreement for the Employee and his dependents and beneficiaries who would have been eligible for such benefits if calendar year in which the Employee had not suffered Involuntary Termination occurs as follows: Under one year None One year up to two years 50 % Two years and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Serviceover 150 % Employer, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employeeupon Executive’s Separation from Service, or shall pay to Executive one-half of the Severance Amount in a lump sum in cash within thirty (30) days after the date of Executive’s Separation from Service and the remaining one-half of the Severance Amount shall be paid in equal installments over a twelve (12) month period commencing on the first day of the month following the month of Executive’s Separation from Service and at the same time that Base Pay would have been paid has this Agreement continued; provided, Employer’s obligation to make such payments shall be contingent upon Executive signing a general release of all claims, in a form attached hereto as Exhibit A, within twenty-one (21) days following his earlier death Separation from Service and not revoking such release within his seven (7) day revocation period. Upon Executive’s becoming ineligible to participate in the group health plan(s) sponsored by the Employer, Executive may elect continuation coverage (“Delayed Distribution DateContinuation Coverage”) under such plan(s) as permitted by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). Any payments deferred on During such COBRA coverage period, the Employer will pay (or will reimburse the Executive for paying) the premiums for COBRA Continuation Coverage (excluding any medical flexible spending account coverage) until the first to occur of (i) the 18 month anniversary of the preceding sentence Involuntary Termination, or (ii) the date on which the Executive commences employment with a new employer and is eligible to participate in a subsequent employer’s medical and healthcare employee benefits program with respect to the Employer’s insured group health plan; provided, however, that such payments or reimbursements shall not exceed the amount paid by Employer for the medical and healthcare coverage in effect for Executive and his dependents immediately prior to the COBRA coverage period. All other premiums shall be accumulated without interest paid by Executive. If the Executive has an Involuntary Termination, the Employer shall accelerate the vesting of its stock options previously granted to Executive pursuant to the Employer’s Equity Ownership Plan (or any other or successor plans) as follows (but the period during which Executive may exercise the stock options shall not be extended under this Agreement): Under one year None One year up to two years Options otherwise vesting within 12 months following Involuntary Termination Two years and paid with over Options otherwise vesting within 18 months following Involuntary Termination If the Involuntary Termination or a Constructive Discharge occurs within 24 months following a Change of Control, in lieu of the Severance Amount provided in the first paragraph of this Section 4(b) (but paid in the same manner as provided in Section 4(b)), the Severance Amount shall be the aggregate of (i) two times annualized Base Salary and (ii) two times the target Incentive Compensation otherwise payable to him for the year in which the Involuntary Termination or Constructive Discharge occurs. In addition, vesting for all unvested stock options granted pursuant to the Employer’s Equity Ownership Plan (or any other or successor plans) shall be immediately accelerated (but the period during which Executive may exercise the stock options shall not be extended under this Agreement). In order to reduce the impact of any possible excise tax, AtheroGenics agrees to provide a gross up payment that is equal to the sum of a) the excise tax under Code Section 4999 payable on the severance package and b) the federal, state, local, employment tax and excise tax on the gross up payment. Such gross up payment shall be made no later than the end of the calendar quarter next following the calendar quarter in accordance with which the preceding sentence and Section 409A. To Executive remits the extent permitted by Section 409A, amounts payable related taxes. Except as provided under this Section 7(a) which are considered deferred compensation shall be treated 4(b), as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of the effective date of an involuntary separation from service as herein defined herein)Involuntary Termination, all other obligations of the Employer to Executive under this Agreement shall cease.

Involuntary Termination. If the Employee experiences an Involuntary Termination, such Upon termination of Employee’s employment by reason of Involuntary Termination or Good Reason Termination (other than a Termination for Cause or Change of Control Termination), the employment relationship created pursuant to this Agreement will terminate on the date three (3) months after notice of such Involuntary Termination or Good Reason Termination has been delivered to Employee or Company, and no further compensation will become payable to Employee pursuant to Section 6 or Section 7 upon the effectiveness of such Involuntary Termination or Good Reason Termination. Upon Employee’s Involuntary Termination or Good Reason Termination (other than a Termination for Cause or Change of Control Termination), Employee will be entitled to receive only the amounts provided in this Section 9.B.: (i) the unpaid base salary earned by Employee pursuant to Section 6.A. for services rendered through the effective date of such termination, (ii) any accrued but unpaid Bonus Amount, (iii) the accrued but unpaid PTO earned under Section 7.C., (iv) unreimbursed amounts under Section 7.A., (v) a severance payment, in an aggregate amount equal to twelve (12) months (the “Severance Period”) of the Employee’s then current base salary, (vi) any target Bonus Amount to which Employee would otherwise be entitled if employed during the Severance Period; and (vii) continuation of all COBRA health benefits. The payment of any amounts in respect of this Section 9.B. shall be subject contingent upon Employee’s execution and delivery to the Company of an unconditional general release, in form satisfactory to the Company, of all claims against the Company and its Affiliates and their respective directors, officers, employees and representatives, arising from or in connection with this Agreement or Employee’s employment with the Company. Further, payment of the amounts set forth in clauses (v), (vi) and (vii) shall be contingent upon Employee’s continued performance of his obligations under this Section 7. In the event Sections 8.A., 8.B., 8.D., 8.E., 8.G. and 8.J. Any payments in respect of clauses (i), (iii), or (iv) shall be made within thirty (30) days of the Involuntary Termination effective date of the Employee, the Company shall, during the remaining term of this Agreement (i) pay to the Employee monthly one-twelfth of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment or Good Reason Termination; any Bonus Amount shall be made under this paid in accordance with Section 7(a6.C.; and any severance amount in respect of clause (v) unless the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Company’s regular payroll policies. E. A new Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated 9.F. is added to read as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein).follows:

Involuntary Termination. If Employee’s employment with the Company is terminated either by the Company other than for Cause and other than as a result of Employee’s death or disability or by Employee experiences an Involuntary Terminationfor Good Reason, such termination of employment shall be then, subject to Employee’s compliance with the Company’s obligations under this provisions in Section 7. In the event of the Involuntary Termination of the Employee3(g), the Company shall, during the remaining term of this Agreement Employee will be entitled to: (i) pay to the Employee monthly one-twelfth continuing payments of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insuranceBase Salary, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him then in effect immediately prior to such Involuntary Termination termination (without regard to any decrease in Base Salary that forms the basis of a termination for Good Reason), during the Severance Period (as defined below), to be paid through payroll periods that are consistent with the Company’s normal payroll policies on the schedule described below; and (ii) if Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or any state equivalent for Employee and Employee’s covered dependents under the Company’s group health plans following such termination of employment, then the Company shall pay the COBRA premiums necessary to continue Employee’s health insurance coverage in effect for Employee and Employee’s eligible dependents on the termination date (the “Premiums”), as and when due to the insurance carrier or COBRA administrator (as applicable), until the earliest of (A) the close of the nine month period following Employee’s Health Coveragetermination date, (B) the expiration of Employee’s eligibility for the continuation coverage under COBRA, and (C) the date when Employee becomes eligible for substantially equivalent health insurance Coverage in connection with new employment or self-employment (such period from the termination date through the earliest of (A) through (C), the “COBRA Payment Period”). No For purposes of this Section, references to COBRA premiums or Premiums shall not include any amounts payable by Employee under a health care reimbursement plan pursuant to Section 125 of the Internal Revenue Code of 1986, as amended (the “Code”). (1) Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot pay the Premiums on a tax-free basis without potentially incurring material financial costs or penalties under applicable law, including but not limited to Section 2716 of the Public Health Service Act (any such material costs or penalties, the “Penalties”), and if paying the Premiums subject to applicable taxes and tax withholdings would avoid the Penalties, then the Company shall pay, directly to Employee, a taxable cash amount equal to the Premiums, in a single monthly installment on the last day of each month of the remainder of the COBRA Payment Period (such monthly taxable payment to Employee, the “Health Care Benefit Payment”). (2) In addition, if Section 3(b)(ii)(l) applies and Employee receives the Health Care Benefit Payment, and if permitted without the Company incurring the Penalties, the Company will pay an additional monthly amount (the “Gross-Up Payment”) directly to the applicable taxing authorities, on the same schedule as the Health Care Benefit Payments, equal to (x) the ordinary federal, state and local income and employment taxes due by you at that time (the “Taxes”) on the Health Care Benefit Payments plus (y) an amount sufficient to cover the iterative Taxes on the Taxes. For clarity, this Gross-Up Payment is a full gross-up (that is, calculated ad infinitum) in the amount reasonably determined by the Company as necessary to put you in the same economic position as if you received the Health Care Benefit Payments without incurring the Taxes. You agree to cooperate and provide all necessary assistance and information to the Company to determine the amount of the Gross-Up Payment. The payments provided in Section 3(b) shall be made in addition to the payments and benefits set forth in Section 3(c) hereof and any acceleration provided with respect to the Option Shares. The payments under this Section 7(a3(b) unless will be paid in equal installments on the EmployeeCompany’s termination regular payroll schedule and will be subject to applicable tax withholdings over the Severance Period; provided, however, that no payments will be made prior to the effectiveness of employment qualifies the Release Agreement as a “further described in Sections 3(g) and 10 or prior to the 60th day following Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in . On the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his 60th day following Separation from Service, then payments the Company will pay Employee, the COBRA carrier, and the taxing authorities, as applicable, in a lump sum, the benefits under this Section 7(a3(b) which are not considered paid that Employee would have received on account or prior to such date under the original schedule but for the delay while waiting for the effectiveness of an involuntary separation from service (as defined the Release Agreement and the 60th day in compliance with Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect provided under Treasury Regulation Section 1.409A-1(b)(9)(iii)Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and as such constitute deferred compensation under 1.409A-1(b)(9) (collectively “Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account , with the balance of the preceding sentence shall be accumulated without interest and benefits being paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein)originally scheduled.

Involuntary Termination. If In the event that the Grantee ceases to provide Services as an Employee experiences by reason of an Involuntary Termination, unless the Option has earlier terminated, the Option shall, immediately prior to such termination Involuntary Termination, vest and become exercisable with respect to 18.75% of employment shall be the total number of Shares subject to this Option (or [●] Shares (subject to adjustment pursuant to paragraph (c) of Section 5)), and the Company’s obligations under Option may be exercised, in accordance with paragraph (a) of Section 5, to the extent vested as of such Involuntary Termination (for clarity, after taking into account the foregoing acceleration provision of this Section 7. In paragraph (e)), provided such exercise occurs by the event close of business on the last calendar day of the 9th full calendar month following the date of such Involuntary Termination Termination. Notwithstanding the increased vesting provided for in the preceding sentence, in no event shall the Option become vested and exercisable for more than the number of the Employee, the Company shall, during the remaining term Shares set forth in Section 1 (subject to adjustment as provided in paragraph (c) of Section 5). For purposes of this Agreement Agreement, “Involuntary Termination” shall mean: (i) pay without Grantee’s express written consent, a material reduction or alteration of Grantee’s duties, position or responsibilities relative to the Employee monthly one-twelfth of his “Total Compensation” and (ii) maintain substantially the same group life Grantee’s duties, position or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him responsibilities in effect immediately prior to such reduction or alteration, or Grantee’s removal from such position, duties or responsibilities; (ii) without Grantee’s express written consent, a material reduction by the Company (or, if applicable, the Affiliate for whom Grantee provides Services) of Grantee’s base salary as in effect immediately prior to such reduction; (iii) without Grantee’s express written consent, the relocation of Grantee’s principal place of employment with the Company (or, if applicable, the Affiliate for whom Grantee provides Services) by more than fifty (50) miles; (iv) any termination of Grantee’s employment by the Company without Cause. Except in the case of a termination of Grantee by the Company (or, if applicable, the Affiliate for whom Grantee provides Services) without Cause, an “Involuntary Termination” shall not be deemed to occur until the Company has received written notice from Grantee of the occurrence of an Involuntary Termination and had thirty (30) days after the Company's receipt of such notice to cure or remedy such Involuntary Termination (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution DateRemedy Period”). Any payments deferred on account such notice provided by Grantee shall indicate the specific termination provision relied upon, shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated, and shall specify the effective date of your “separation from service” within the meaning of Section 409A of the preceding sentence shall Code. In order to be accumulated without interest effective, a resignation for Involuntary Termination must occur within ten (10) business days after the end of the Remedy Period in which the Company (or, if applicable, the Affiliate for whom Grantee provides Services) failed to cure or remedy the Involuntary Termination and paid with Grantee must have provided the first payment that is payable in accordance with foregoing written notice of the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account occurrence of an involuntary separation from service as herein defined herein)Involuntary Termination event to the Company within ninety (90) days of Grantee’s awareness of the initial existence of the applicable Involuntary Termination event.

Involuntary Termination. If at any time (1) the Employee experiences an Involuntary TerminationCompany terminates Executive’s employment without Cause (as defined below and other than as a result of Executive’s death or disability), or (2) Executive resigns employment with the Company for Good Reason (as defined below), and provided in any case such termination of employment shall be subject to the Company’s obligations or resignation constitutes a “separation from service”, as defined under this Treasury Regulation Section 7. In the event of the Involuntary Termination of the Employee, the Company shall, during the remaining term of this Agreement 1.409A-1(h)) (i) pay to the Employee monthly one-twelfth of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies as a “Separation from Service” ”) (as such termination described in (1) or (2), an “Involuntary Termination”), Executive shall be entitled to receive the following severance benefits, subject in all events to Executive’s compliance with Section 11.4 below: (i) Executive shall receive a severance payment equal to the sum of (1) six (6) months of Executive’s Base Salary in effect on the effective date of Executive’s Involuntary Termination (ignoring any decrease that phrase forms the basis for Executive’s resignation for Good Reason, if applicable) plus (2) the greater of Executive’s (x) Annual Bonus for the calendar year preceding the calendar year in which the Involuntary Termination occurs or (y) target Annual Bonus for the year of Involuntary Termination, which shall be paid in a lump sum on the thirtieth (30th) day following Executive’s Involuntary Termination. (ii) Executive shall receive an Annual Bonus for the year in which the Involuntary Termination occurs, determined based on actual results for such year and pro rated for the period of time during such year in which Executive provided services to the Company prior to his Involuntary Termination, which shall be paid in a lump sum in accordance with Company practice for payment of the Annual Bonus, which shall in any event be on or before March 15 of the year following the year in which the Involuntary Termination occurs. (iii) If Executive is defined eligible for and timely elects to continue Executive’s health insurance coverage under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985 or the state equivalent (“COBRA”) following Executive’s Involuntary Termination, the Company will pay the COBRA group health insurance premiums for Executive and Executive’s eligible dependents until the earliest of (A) the end of the six (6)-month period following Executive’s Involuntary Termination, (B) the expiration of Executive’s eligibility for the continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 409A taking into account all rules 125 health care reimbursement plan under the U.S. Internal Revenue Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether Executive elects continued health coverage under COBRA, and presumptions provided for in lieu of providing the COBRA premiums, the Company will instead pay Executive on the last day of each remaining month in the Section 409A regulationssix (6)-month period following Executive’s Involuntary Termination, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Health Care Benefit Payment”). If The Health Care Benefit Payment shall be paid in monthly installments on the Employee same schedule that the COBRA premiums would otherwise have been paid and shall be equal to the amount that the Company would have otherwise paid for COBRA premiums, and shall be paid until the earlier of (i) expiration of the six (6)-month period following Executive’s Involuntary Termination or (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. (iv) The vesting and exercisability of all outstanding stock options, restricted stock units, performance stock units or other equity awards to purchase the Company’s common stock (the “Equity Awards”) that are held by Executive as of immediately prior to the Involuntary Termination and subject to time-based vesting, shall be accelerated as if Executive had completed an additional twelve (12) months of service with the Company as of the date of such Involuntary Termination. With respect to Equity Awards subject to vesting or vesting acceleration based on specified performance goals, such awards shall remain eligible to vest pursuant to their terms for the twelve (12) months following Executive’s Involuntary Termination, provided that. In addition, with respect to stock options, Executive shall receive an extension of the period of time following which Executive may exercise vested shares subject to Executive’s stock options to purchase Company common stock that are outstanding immediately prior to Executive’s Involuntary Termination until the date that is a “Specified Employee” the earlier of (i) the original Expiration Date (as defined in Section 409Athe respective option agreements for such options) at the time of his Separation from Service, then payments under this Section 7(aand (ii) which are not considered paid on account of an involuntary separation from service twelve (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day 12) months following the Employee’s Separation from Servicedate of Involuntary Termination. This subsection shall supersede the terms of any individual Equity Award agreements between Executive and the Company, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To except to the extent permitted by Section 409A, amounts payable any such individual Equity Award agreement provides more favorable treatment of such awards for Executive under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined the circumstances described herein).

Involuntary Termination. If at any time during the Employee experiences an Involuntary Terminationterm of this Agreement, such termination of employment shall be subject other than following a Change in Control to the Company’s obligations under this which Section 7. In the event of the Involuntary Termination of the Employee6(c) applies, the Company shallterminates the employment of Executive involuntarily and without Business Reasons or a Constructive Termination occurs, during or if the remaining term of Company elects not to renew this Agreement upon the expiration of the Employment Term, then Executive shall be entitled to receive the following: (i) pay to salary and PTO days accrued through the Employee monthly one-twelfth Termination Date, plus continued salary for a period of his “Total Compensation” and two (ii2) maintain substantially years following the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination Date (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)"Severance Period"), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence Company's regular payroll schedule as in effect from time to time, (ii) any unpaid bonus from the fiscal year prior to the fiscal year in which the Termination Date occurred, payable concurrently with the Company's payment of bonuses for that year to other Company executives, (iii) target bonus for the year in which the Termination Date occurs, target bonus for the next following fiscal year, and Section 409A. To a pro rated portion of target bonus for the balance of the Severance Period (or, if the target bonus for a fiscal year within the Severance Period was not previously set, then such calculation shall be based on Executive's target bonus for the fiscal year in which the Termination Date occurred), payable concurrently with the Company's payment of bonuses for those years to other Company executives (iv) continued vesting during the Severance Period of all outstanding stock options, TARPs and other equity arrangements subject to vesting and held by Executive (and in this regard, all such options and other exercisable rights held by Executive shall remain exercisable for one year following the Severance Period), (v) (A) for two (2) years following the Termination Date (or until Executive obtains other employment, whichever first occurs), continuation of group health benefits at the Company's cost pursuant to the Company's standard programs as in effect from time to time (or at the Company's election substantially similar health benefits as in effect at the Termination Date, through a third party carrier) for Executive, her spouse and any children, and (B) thereafter, to the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation COBRA shall be treated applicable to the Company, continuation of health benefits for such persons at Executive's cost, for a period of 18 months or such longer period as payable after amounts which are may be applicable under the Company's policies then in effect, provided the Executive makes the appropriate election and payments, (vii) reasonable office support for one year following the Termination Date (or until Executive obtains other employment, whichever first occurs), and (viii) no other compensation, severance or other benefits, except only that this provision shall not considered deferred compensation (i.e., which are considered payable on account limit any benefits otherwise available to Executive under Section 6(c) in the case of an involuntary separation from service as herein defined herein)a termination following a Change in Control.

Involuntary Termination. If the Employee experiences an Covered Person’s employment is terminated within twelve (12) months following a Change in Control as a result of Involuntary Termination, such termination of employment then the Covered Person shall be subject entitled to receive a lump sum severance payment in an amount equal to (A) one hundred fifty percent (150%) of the CompanyCovered Person’s obligations under this Section 7. In the event of annual Target Compensation, if the Involuntary Termination occurs within twelve (12) months after the Commencement Date set forth in the Employment Agreement, and (B) one hundred percent (100%) of the EmployeeCovered Person’s annual Target Compensation, if the Involuntary Termination occurs more than twelve (12) months after the Commencement Date; and in addition, for a period of twelve (12) months after such termination, the Company shall, during shall be obligated to provide the remaining term of this Agreement (i) pay Covered Person with benefits that are substantially equivalent to the Employee monthly one-twelfth of his “Total Compensation” and Covered Person’s benefits (ii) maintain substantially the same group life or key man life insurance, hospitalizatione.g., medical, dental, prescription drug dental and other health benefits, and long-term disability insurance (if anyvision insurance) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him that were in effect immediately prior to the Change in Control. Any severance payments to which the Covered Person is entitled pursuant to this section shall be paid in a lump sum within thirty (30) days of the effective date of the Covered Person’s termination. For purposes of this Section 3(a)(i), the term “Target Compensation” shall mean the highest level of Target Compensation applicable to the Covered Person from the period of time immediately prior to the Change in Control through the effective date of the Covered Person’s termination. With respect to any taxable income that the Covered Person is deemed to have received for federal income tax purposes by virtue of the Company providing continued employee benefits to the Covered Person (e.g., medical, dental and vision insurance), the Company shall make a cash payment to the Covered Person such Involuntary Termination (that the “Employeenet economic result to the Covered Person will be as if such benefits were provided on a tax-free basis to the same extent as would have been applicable had the Covered Person’s Health Coverage”)employment not been terminated. No Such cash payment shall be made under no later than March 15 following each calendar year in which such benefits are taxable to the Covered Person. Anything in this Section 7(a) unless Agreement to the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) contrary notwithstanding, if at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary the Covered Person’s separation from service (within the meaning of Section 409A of the Internal Revenue Code of 1986, as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death amended (the “Delayed Distribution DateCode”). Any payments deferred on account , the Covered Person is considered a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the preceding sentence shall be accumulated without interest Code, and paid with the first if any payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable Covered Person becomes entitled to under this Section 7(a) which are Agreement is considered deferred compensation subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be treated payable prior to the date that is the earliest of (A) six months after the Covered Person’s date of termination, (B) the Covered Person’s death, or (C) such other date as payable after amounts which are will cause such payment not considered deferred compensation (i.e.to be subject to such interest and additional tax. The parties agree that this Agreement may be amended, which are considered payable on account as reasonably requested by either party and as may be necessary to comply fully with Section 409A of an involuntary separation from service as herein defined herein)the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party.

Involuntary Termination. If the Employee Executive experiences an Involuntary TerminationTermination prior to the end of the Term, such termination of employment shall be subject to the Company’s obligations under this Section 77(a). In the event of the If such Involuntary Termination of the Employeeoccurs, the Company shall, during the remaining term of this Agreement : (i) pay to the Employee monthly one-twelfth Executive or the Executive’s beneficiary a cash payment equal to three (3) times the sum of his (A) the Executive’s then Base Salary (excluding any reductions to Base Salary that may have triggered such termination), plus (B) the Executive’s Target Bonus (the “Total Compensation” and Severance Payment”), provided, however, that, in no event shall the Severance Payment be less than $750,000.00; (ii) maintain substantially continue COBRA benefits for a period of up to eighteen (18) months following the same group life Date of Termination, at no cost to the Executive; provided that the Executive is eligible for and elects such coverage; (iii) accelerate the vesting of any outstanding equity awards if so provided pursuant to the terms of such awards or key man life insuranceas provided herein; (iv) pay to the Executive a Pro Rata Bonus, hospitalizationif any; and (v) provide the Executive with executive level outplacement services for a period of up to one (1) year, medicalas may be needed. In addition to the foregoing, dentalin connection with an Involuntary Termination, prescription drug the Executive shall be entitled to receive (A) any accrued but unpaid Base Salary and any accrued but unused vacation through the Date of Termination, (B) reimbursement of any expenses incurred through the Date of Termination in accordance with Section 4(d), and (C) all vested benefits and amounts under any plan, program or arrangement, the payment and other health benefitsrights with respect to which shall be governed by the terms thereof (the benefits listed in this subparagraph collectively, the “Accrued Compensation”). Except as may be provided by Section 21(b), if applicable, the Severance Payment and Pro Rata Bonus provided herein, shall be paid in a single lump sum on the forty-fifth (45th) day following the Date of Termination provided that the Executive executes, and long-term disability insurance does not revoke, a release and waiver, in the form attached hereto as Exhibit B (if anythe “Release”) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination forty-fifth (45th) day. If the “Employee’s Health Coverage”Release has not become irrevocable on or before such forty-fifth (45th) day, the Executive shall forfeit any right to the Severance Payment (and the benefits set forth in subparagraphs (ii). No payment shall be made under this Section 7(a, (iii), and (v) unless the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulationsabove). If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, Executive should die after amounts become payable under this Section 7(a) which are considered deferred compensation ), such amounts shall thereafter be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein)paid to the Executive’s estate.

Involuntary Termination. If In the Employee experiences event of an Involuntary Termination, such termination subject to (i) Employee’s execution, delivery and non-revocation of employment a general release of all known and unknown claims in favor of the Company and other listed released parties, in the form attached hereto as Exhibit A (a “Release”) within sixty (60) days following the date of Employee’s Involuntary Termination, (ii) Employee’s prompt resignation from the Board, and (iii) Employee’s continued compliance with the Employee Proprietary Information and Inventions Agreement between the Company and Employee (the “Proprietary Information Agreement”) and any restrictive covenant agreements with the Company or any of its affiliates, Employee shall be entitled to receive the following severance benefits: (i) cash severance equal to the sum of (A) twenty-four (24) months of Employee’s then-current Base Salary (ignoring any reduction in Base Salary that forms the basis for a resignation for Good Reason) and (B) 200% of Employee’s Annual Target Bonus for the year of termination, which amount shall be payable, subject to applicable tax withholdings and Section 10(m), in one lump sum on the first payroll date to occur after the sixtieth (60th) day following the date of Employee’s Involuntary Termination; (ii) all outstanding equity awards (including but not limited to stock options and restricted stock awards) (A) subject to time-based vesting criteria granted to Employee under the Company’s obligations 2011 Equity Incentive Plan (the “Equity Plan”), and (B) that are held by Employee as of the date of Employee’s Involuntary Termination, shall automatically accelerate and fully vest, effective as of the date of such Involuntary Termination; (iii) with respect to each option award granted to Employee under this Section 7. In the Equity Plan that is vested as of the date of Employee’s Involuntary Termination, Employee shall have until the earlier of (A) the third anniversary of the date of Employee’s Involuntary Termination and (B) the original term of the vested option (subject to earlier termination in the event of a Corporate Transaction (as defined in the Involuntary Termination Equity Plan) as may be provided under the Equity Plan) to exercise Employee’s vested options. For the sake of clarity, in no event will any vested option be exercisable beyond its original full term; and (iv) if Employee is participating in the EmployeeCompany’s employee group health insurance plans on the effective date of termination, and timely elects continued coverage under federal COBRA continuation laws, or, if applicable, state or local insurance laws (collectively, “COBRA”), the Company shall, during the remaining term of this Agreement (i) subject to Section 10(m), pay to Employee, on the Employee monthly one-twelfth first payroll date to occur after the sixtieth (60th) day following the date of his “Total Compensation” and (ii) maintain substantially Employee’s Involuntary Termination, a cash payment equal to the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) applicable COBRA premiums for the benefit first month of the Employee’s COBRA coverage (including premiums for Employee and his eligible dependents and beneficiaries who would have been eligible for elected COBRA coverage) multiplied by twenty-four (24), subject to applicable tax withholdings (such benefits if amount, the Employee had not suffered “Involuntary Termination and on terms substantially as favorable to the Lump Sum COBRA Cash Payment”). Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to may, but is not obligated to, use such Involuntary Termination (Lump Sum COBRA Cash Payment toward the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless the Employee’s termination cost of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein)COBRA premiums.

Involuntary Termination. If the Employee’s employment is terminated (x) by the Company other than for Cause, or (y) voluntarily by the Employee experiences an Involuntary Terminationfor Good Reason, such termination of employment then the Employee shall be subject entitled to receive the Company’s obligations under this Section 7. In following benefits: (A) monthly severance payments during the event of period from the Involuntary Termination date of the Employee, ’s termination until the Company shall, date six (6) months after the effective date of the termination (the “Severance Period”) equal to the monthly salary which the Employee was receiving immediately prior to the termination date; (B) monthly severance payments during the remaining term Severance Period equal to one-twelfth (1/12th) of this Agreement the Employee’s “target bonus” (ias defined herein) pay for the fiscal year in which the termination occurs for each month in which severance payments are made to the Employee monthly one-twelfth pursuant to subsection (A) above; (C) a lump sum cash payment equal to the prorated amount of his the Employee’s “Total Compensationtarget bonus” and for the fiscal year in which the termination occurs, calculated based on the number of months during such fiscal year in which the Employee was employed by the Company (iior a successor corporation); (D) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefitsif Employee, and long-term disability insurance any spouse and/or dependents of Employee (if any“Family Members”) for has coverage on the benefit date of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies under a group health plan sponsored by the Company, then reimbursement to Employee of the total applicable premium cost for continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”) for a “Separation from Service” period of up to twenty-four (as 24) months following Employee’s termination of employment or if earlier, the date upon which Employee and Employee’s eligible dependents become covered under similar plans, provided that phrase Employee validly elects and is defined eligible to continue coverage under COBRA for Employee and the Family Members, and, provided further, that if the Company determines in its sole discretion that it cannot provide the COBRA reimbursement benefits without potentially violating applicable laws (including, without limitation, Section 409A taking into account all rules 2716 of the Public Health Service Act and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” (Retirement Income Security Act of 1974, as defined in Section 409A) at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)amended), and as such constitute deferred compensation under Section 409A, shall not the Company will in lieu thereof provide to Employee a taxable lump sum payment in an amount equal to the monthly COBRA premium that Employee would be paid until required to pay to continue the 185th day following group health coverage in effect on the date of Employee’s Separation from Servicetermination of employment (which amount will be based on the premium for the first month of COBRA coverage) for a period of twenty-four (24) months following Employee’s termination of employment, or his earlier death which payment will be made regardless of whether Employee elects COBRA continuation coverage; (E) accelerated vesting of Employee’s then-outstanding and unvested Equity Awards, to the extent that any of the then-unvested and outstanding shares of the Company’s common stock (“Shares”) subject to such Equity Awards otherwise would have vested through the date of Employee’s termination of employment with the Company (the “Delayed Distribution Termination Date”). Any payments deferred on account , had each such Equity Award been subject to a monthly vesting schedule from the vesting commencement date of such Equity Award through the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account last scheduled vesting date of an involuntary separation from service as herein defined herein).such Equity

Involuntary Termination. If In the Employee experiences event the Executive’s employment is terminated under circumstances constituting an Involuntary Termination (other than a CIC Involuntary Termination), the Executive shall be entitled to receive: (i) within fifteen (15) calendar days after the Date of Termination, the Executive’s Accrued Compensation through the Date of Termination; and (ii) [within fifteen (15) calendar days after the seven (7) day period for revocation of the release has elapsed,]9 a lump sum payment in cash equal to the sum of (x) [ONE AND A HALF TIMES (1.5X)]10 [ONE TIMES (1X)]11 of the Executive’s annual Base Salary as of the Date of Termination and (y) the Pro Rata Bonus through the Date of Termination; and (iii) for twelve (12) months after the Date of Termination, continuation of the Benefits in which the Executive was enrolled as of the Date of Termination (subject to any changes to Benefits as are applied to similarly-situated active employees), with the full premium cost for such termination coverage to be borne by the Company; provided, however, that if the Executive commences employment with another employer during such twelve (12) month period and is eligible to receive medical benefits under the new employer’s plan(s), the Benefits shall terminate as of employment shall be subject the date the Executive becomes eligible to receive such benefits; and (iv) [within fifteen (15) calendar days after the seven (7) day period for revocation of the release has elapsed,]12 a lump sum payment in an amount equal to the employer contributions to the Company’s obligations under this Section 7. In the event retirement plans on behalf of the Involuntary Termination of the Employee, the Company shall, during the remaining term of this Agreement (i) pay to the Employee monthly one-twelfth of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) Executive that would have been made for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits Executive if the Employee Executive’s employment had not suffered Involuntary Termination and on terms substantially continued for twelve (12) months after the Date of Termination, assuming for this purpose that (A) all benefits under any such retirement plans were fully vested, (B) the Executive’s compensation during such twelve (12) months was the same as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect it had been immediately prior to such Involuntary Termination the Date of Termination, and (C) the “Employee’s Health Coverage”). No payment shall be Executive would have made under this Section 7(a) unless the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) contributions at the time level 9 Applicable to U.S.-based employees. 10 Applicable to the CEO. 11 Applicable to named executive officers, other than the CEO. 12 Applicable to U.S.-based employees. ​ necessary to receive the maximum matching contribution provided under such plans; and (v) reimbursement, up to $15,000, for outplacement services reasonably selected by the Executive incurred within twelve (12) months after the Date of his Separation from ServiceTermination, then payments under this Section 7(asuch reimbursement to occur within thirty (30) which are not considered paid on account days of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as Executive’s submission of reasonably satisfactory documentation of such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein)fees.

Involuntary Termination. If the Employee experiences Employee's employment terminates due to an Involuntary Termination, such then the Employee shall be entitled to receive a lump-sum severance payment equal to: 150% of the Employee's then established Base Compensation; 150% of the target bonuses; and if applicable, monthly reimbursements from the Corporation for the same level of health coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee's termination of employment shall be subject employment; provided, however, that: (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (ii) the Employee elects continuation coverage pursuant to the Company’s obligations under this Section 7Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), within the time period prescribed pursuant to COBRA. In The Corporation shall continue to reimburse the event Employee for premiums paid to continue such coverage until one (1) year after the date of the Involuntary Termination or, if earlier, until Employee is eligible for similar benefits from another employer. The Employee shall be responsible for the payment of COBRA premiums (including, without limitation, all administrative expenses) for the remaining COBRA period. If the provisions of COBRA do not apply to Employee (for instance, if the Employee is employed outside of the United States), the Corporation will provide Employee with a lump sum payment equal to twelve (12) multiplied by the portion, if any, of the premium the Corporation was paying for the Employee's health coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee's termination of employment. In addition, and notwithstanding anything to the contrary in this Section 1(b)(iii), if the Corporation determines in its sole discretion that it cannot provide the COBRA benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall, during the remaining term of this Agreement (i) pay Corporation will in lieu thereof provide to the Employee a taxable monthly one-twelfth payment in an amount equal to the monthly COBRA premium that the Employee would be required to pay to continue his or her group health coverage in effect on the date of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless the Employee’s her termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided which amount will be based on the premium for in the Section 409A regulationsfirst month of COBRA coverage). If , which payments will be made regardless of whether the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein)elects COBRA continuation coverage.

Involuntary Termination. If (i) The Company has the Employee experiences an Involuntary Terminationright to terminate Executive’s employment, on written notice to Executive, at any time without Cause (as defined below). In the event the Company terminates Executive’s employment without Cause during the Contract Term, the Contract Term shall terminate immediately and Executive shall only be entitled to receive in cash, within thirty (30) days of such termination or such later date as otherwise provided for herein or in accordance with the then applicable plan, policy or program: (A) any accrued but unpaid Salary to and including the date of employment shall termination of his employment; (B) Salary from the date of termination for twenty four (24) months, payable in installments at regular intervals pursuant to Section 3(a); (C) any benefits under Section 3(e), during such time as Salary is being paid (or would be subject paid but for Section 5 (h)), except to the extent Executive is not eligible to receive such benefits pursuant to the terms and conditions of the Company’s obligations under this plans, policies and programs because Executive is no longer employed by the Company; (D) reimbursement for expenses incurred by Executive, but not yet reimbursed, in accordance with Section 74; (E) any vested options pursuant to the Non-Qualified Stock Option Agreement or other option grants to Executive and vested stock pursuant to the Restricted Stock Grant; and (F) any Annual Incentive Compensation if earned in accordance with Section 3(f), pro rata, up to the date of termination; provided Executive is terminated on or after July 1st of a year and bonuses are otherwise paid to the management of the Company for that year. In the event of termination of employment without Cause, Executive shall take all reasonable measures to mitigate the Involuntary Termination amount of any payment of Salary provided for in Section 5(b)(i)(B) by seeking other employment or consulting work during any period in which monthly payments of Salary are being made to Executive under such section; provided, however, that no duty to mitigate shall exist with respect to the Employee, the Company shall, first twelve (12) monthly payments of Salary provided for in Section 5(b)(i)(B). Amounts of Salary due Executive under Section 5(b)(i)(B) during the remaining term second twelve (12) month period from the date of this Agreement (i) pay termination shall be reduced by any compensation or remuneration received by Executive from any subsequent employment or consulting work during such period. Executive shall provide to the Employee monthly one-twelfth Company, within ten (10) days after the end of his “Total Compensation” and each month, an affidavit from Executive certifying the amount of such compensation or consulting fees actually received by Executive during the previous month. (ii) maintain substantially The Company has the same group life or key man life insuranceright to terminate Executive’s employment at any time for Cause, hospitalizationon written notice to Executive, medicalsetting forth in reasonable detail the facts and circumstances resulting in the Cause upon which such termination is based. In the event of termination for Cause, dentalthe Contract Term shall terminate immediately and Executive shall be entitled to those amounts and benefits specified in Section 5(a)(i). For purposes of this Agreement, prescription drug Cause shall mean: (A) a material breach by Executive of his duties and other health benefits, and long-term disability insurance (if any) for obligations under this Agreement which is not remedied to the benefit satisfaction of the Employee and his dependents and beneficiaries who would have been eligible Board within thirty (30) days after receipt by Executive of written notice of such breach from the Board; (B) Executive’s conviction or indictment for such benefits if a felony; (C) an act or acts of personal dishonesty by Executive intended to result in personal enrichment of Executive at the Employee had not suffered Involuntary Termination and on terms substantially as favorable expense of the Company or any of its affiliates or any other material breach or violation of Executive’s fiduciary duty owed to the Employee including amounts Company or any of coverage its affiliates; (D) a material violation of any Company or VGR policy or Code of Business Conduct and deductibles Ethics; or (E) any grossly negligent act or omission or any willful and deliberate misconduct by Executive that results, or is likely to result, in material economic, or other costs harm, to him the Company or any of its affiliates; provided, however, that any act or omission by Executive shall not fall within the scope of this clause (E) if it was done or omitted to be done by Executive in effect immediately prior to good faith and with a reasonable belief that such Involuntary Termination (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for action or omission was in the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account best interests of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein)Company.

Involuntary Termination. If (i) The Company may terminate the Employee experiences employment of the Executive for any reason other than one specified in Section 4(a) or Section 4(b) immediately upon written notice of termination to the Executive, and the Executive may terminate her employment with the Company for Good Reason immediately upon providing written notice of such termination to the Company. Either of such terminations shall be deemed an “Involuntary Termination” for purposes of this Agreement. (ii) Upon the occurrence of an Involuntary Termination, such termination of employment shall be in addition to the Accrued Obligations, and subject to the Company’s obligations under this Section 7. In execution by the event Executive of a release in the Involuntary Termination form of Exhibit C hereto (the Employee, “Release”) and the Company shall, during compliance by the remaining term Executive with the Release and all terms and provisions of this Agreement (i) pay to and the Employee monthly one-twelfth of his “Total Compensation” Confidentiality and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” Invention Assignment Agreement (as defined in Section 409A5) that survive the termination of the Executive’s employment by the Company the Executive shall be entitled to receive (A) severance payments in an amount equal to the Base Salary in effect on the termination date for a period of 12 months; plus (B) monthly reimbursement (upon presentation of proof of payment) for the medical insurance premiums at the time same level as was in effect on the termination date until the earlier of his Separation from Service(1) the end of such 12-month period or (2) the date the Executive becomes eligible for medical benefits through another employer; provided, however, that if such Involuntary Termination shall occur upon the closing of a Change of Control or within 12 months thereafter: (A) the severance shall be payable in a single lump sum and (B) the Executive shall also be entitled to receive an amount equal to the projected target amount of the Executive’s Annual Bonus for the calendar year in which the Executive’s employment termination occurs payable in a single lump sum, such lump sum payments to be made in each case on the first regularly scheduled payroll date that occurs on or after 60 days after the effective date of such employment termination. Any payments due pursuant to this Section 4(c), other than the Accrued Obligations, shall commence as soon as administratively feasible within 60 days after the date of the Executive’s termination of employment provided the Executive has timely executed and returned the Release and, if a revocation period is applicable, the Executive has not revoked the Release; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the severance payments shall begin to be paid in the second calendar year. On the date that payments pursuant to clauses (A) and (B) commence, the Company will pay the Executive in a single lump sum payment, less applicable taxes and withholding, the payments that the Executive would have received on or prior to such date but for the delay imposed by the immediately preceding sentence, with the balance of the payments to be paid as originally scheduled. The Accrued Obligations will be paid on the first payroll date following last date of employment to the extent administratively feasible and, if not, then payments on the second payroll date following the last date of employment. (iii) Notwithstanding anything to the contrary set forth elsewhere in this Agreement, the Executive may not terminate her employment with the Company for Good Reason pursuant to this Section 4(c), and shall not be considered to have done so for any purpose of this Agreement, unless (A) the Executive, within 60 days after the initial existence of the act or failure to act by the Company that constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Executive believes to constitute “Good Reason” and identifies the particular event specified in the definition of “Good Reason” on Exhibit A that the Executive contends is applicable to such act or failure to act; (B) the Company, within 30 days after its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by the Executive of the Executive’s employment relationship with the Company; and (C) the Executive actually resigns from the employ of the Company on or before that date that is 12 months after the initial existence of the act or failure to act by the Company that constitutes “Good Reason.” If the requirements of the immediately preceding sentence are not fully satisfied on a timely basis, then the resignation by the Executive from the employ of the Company shall not be deemed to have been for “Good Reason,” the Executive shall not be entitled to any of the benefits to which the Executive would have been entitled if the Executive had resigned from the employ of the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit that would otherwise have been due to the Executive under this Section 7(a4(c) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until had the 185th day following the Employee’s Separation from Service, or his earlier death (the Executive resigned with “Delayed Distribution DateGood Reason.”). Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein).

Involuntary Termination. If the Employee experiences an Employee’s employment with the Company is terminated as a result of Involuntary Termination, such termination of employment then the Employee shall be subject entitled to receive the Company’s obligations under this Section 7. In the event of the Involuntary Termination of the Employee, the Company shall, during the remaining term of this Agreement following severance benefits: (i) The Employee shall be entitled to receive severance pay in an amount equal to the Employee monthly one-twelfth one hundred percent (100%) of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially her annual base salary as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Service, then payments under such termination. Any severance to which the Employee is entitled pursuant to this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, section shall not be paid until the 185th day in a lump sum, less applicable withholding, within thirty (30) days following the Employee’s Separation from Servicetermination. (ii) The Executive shall be entitled to receive a separation bonus equal to the gross amount of fifty percent (50%) of the average annual performance bonus paid to the Executive for the two (2) most recent fiscal years for which bonuses have been paid prior to the termination date. (iii) With respect to any unvested options to purchase shares of the stock of the Company held by the Employee; Section 12.1 (b) of the 2005 Equity Incentive Plan, or his earlier death as amended (the “Delayed Distribution DatePlan”). Any payments deferred on account , notwithstanding, if a Change in Control occurs and the “Acquiror”, as defined in the Plan, does not assume the “Awards”, as defined in the Plan, held by Employee, then all such Awards held by Employee shall become fully vested and exercisable as of a date ten (10) business days prior to the occurrence of the preceding sentence closing of the transaction resulting in the Change in Control, with any acceleration and exercise subject to, and conditional upon, the actual closing of such transaction.” (iv) The Employee shall be accumulated without interest entitled to exercise all vested options to purchase shares of the stock of the Company held be the Employee (including any options to purchase shares that become vested for a period of twelve (12) months after the date of such termination (notwithstanding anything to the contrary otherwise provided under the terms and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account conditions of an involuntary separation from service as herein defined hereinsuch options). (v) The Company shall, if permitted under the Company’s existing health insurance plans, continue the Executive’s existing group health insurance coverage. If not so permitted, the Company shall reimburse the Executive for any health insurance premiums paid by the Executive for continued group health insurance coverage. Such health insurance coverage or reimbursement of premiums shall continue until the earlier of (i) twelve (12) months after the date of the Executive’s Involuntary Termination or (ii) the date on which the Executive commences New Employment.

Involuntary Termination. If the Employee experiences Employee’s employment terminates due to an Involuntary Termination, such termination of employment then the Employee shall be subject entitled to receive the Company’s obligations under this Section 7. In the event of the Involuntary Termination following severance payments and benefits: (i) A lump sum payment equal to one hundred (100%) of the Employee, the Company shall, during the remaining term of this Agreement (i) pay to the Employee monthly one-twelfth of his “Total ’s Base Compensation” and ; (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance A lump sum payment equal to one hundred percent (if any100%) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially Employee’s Incentive Pay as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such the Involuntary Termination Termination; and (iii) If the Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA for the Employee and the Employee’s Health Coverage”eligible dependents (if any), monthly reimbursements from the Corporation for the Employee’s COBRA premiums at the same level of health coverage and benefits as in effect for the Employee (and the Employee’s eligible dependents, if any) on the day immediately prior to the termination of the Employee’s employment or, if greater, on the day immediately prior to the Change of Control. No payment The Corporation shall continue to reimburse the Employee for premiums paid to continue such coverage until the earlier of (A) twelve (12) months after the date of the Involuntary Termination, or (B) the date upon which the Employee and Employee’s eligible dependents no longer are eligible to receive continuation coverage pursuant to COBRA. The Employee shall be made under this Section 7(aresponsible for the payment of COBRA premiums (including, without limitation, all administrative expenses) unless for any remaining COBRA period. If the provisions of COBRA do not apply to Employee at the time of the termination of the Employee’s employment (for instance, if the Employee is employed outside of the United States), the Corporation will provide Employee with a lump sum payment equal to twelve (12) multiplied by the portion, if any, of the premium the Corporation was paying for the Employee’s health coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee’s termination of employment qualifies as a “Separation from Service” employment. In addition, and notwithstanding anything to the contrary in this Section 1(b)(iii), if the Corporation determines in its sole discretion that it cannot provide the COBRA benefits without potentially violating applicable law (as that phrase is defined including, without limitation, Section 2716 of the Public Health Service Act), the Corporation will in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If lieu thereof provide to the Employee is a “Specified Employee” taxable monthly payment, during the eighteen (as defined in Section 409A18) at the time months following termination of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Serviceemployment, in a monthly amount equal to the monthly COBRA premium that the Employee would be required to pay to continue group health coverage for the Employee and the Employee’s eligible dependents (if any) in effect on the day immediately before the date of termination of his or his earlier death her employment (which amount will be based on the “Delayed Distribution Date”). Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with premium for the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e.month of COBRA coverage), which are considered payable on account payments will be made regardless of an involuntary separation from service as herein defined herein)whether the Employee elects COBRA continuation coverage.

Involuntary Termination. If the Employee experiences an Employee's employment terminates due to Termination Without Cause, Change of Control or Constructive Termination (collectively, "Involuntary Termination"), Employee shall be entitled to: (1) severance payment equal to one (1) times Base Salary, such termination payment to be made ratably over the twelve (12) months following the date of employment shall be subject to such Involuntary Termination but in no event less frequently than semi-monthly in accordance with the Company’s obligations under this Section 7. In the event of the Involuntary Termination of the Employee, the Company shall, during the remaining term of this Agreement (i) pay to the Employee monthly one's normal payroll practices for senior-twelfth of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially level executives as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (termination, provided that if such termination is within 2 years following a Change of Control or within 6 months preceding a Change of Control, but following the “Employee’s Health Coverage”). No initiation of discussions by the Board or Company executives contemplating a Change of Control, the severance payment shall be equal to one (1) times Base Salary, such payment to be made under this ratably over the twelve (12) months following the date of such Involuntary Termination (2) a lump-sum payment equal to a pro rata portion of any Annual Bonus that the Executive would have been entitled to receive pursuant to Section 7(a4(b) unless hereof in such year based upon the percentage of the calendar year that shall have elapsed through the date of Employee’s 's termination of employment qualifies employment, payable within 30 days of the date of termination of employment; (3) continued employee retirement and welfare benefits (whether provided by insurance or otherwise) with the same coverage provided to Employee and his eligible dependents prior to the termination (e.g. medical, dental, optical, mental health, life and disability coverage) and in all other respects comparable to those in place immediately prior to the termination for Employee and his eligible dependents at the Company's cost over 12 months following the date of such Involuntary Termination determined in the same manner as a “Separation from Service” (as that phrase the period of severance payment is defined determined in Section 409A taking into account all rules 7(b)(ii)(1) above; provided that, to the extent the Company's plans, programs and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified arrangements do not permit such continuation of Employee” 's participation following his termination (including participation by dependants, if any, as defined in Section 409A) at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)noted above), and as such constitute deferred compensation under Section 409Athe Company shall provide Employee, no less frequently than quarterly in advance, with an amount which, after taxes, is sufficient for him to purchase equivalent benefits; (4) any unvested stock options or shares of restricted stock held by Employee shall not be paid until continue to vest through the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account end of the preceding sentence shall be accumulated without interest severance period according to the vesting schedule set forth in any agreement between Employee and paid with the first payment that is payable in accordance with Company governing the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account issuance to Employee of an involuntary separation from service as herein defined herein)such securities.

Involuntary Termination. If the Employee experiences an Involuntary Termination, such termination of employment shall be subject to the Company’s 's obligations under this Section 7. In the event of the Involuntary Termination of the Employee, if the Employee has offered to continue to provide the services contemplated by and on the terms provided in this Agreement and such offer has been declined, then the Company shall, during the remaining portion of the term of this Agreement remaining following the Date of Termination (the "Liquidated Damage Period"), as damages for breach of contract: (i) pay to the Employee monthly one-twelfth of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for Company Salary at the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him annual rate in effect immediately prior to such Involuntary the Date of Termination (and one-twelfth of the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless average annual amount of cash bonus and cash incentive compensation of the Employee’s termination , based on the average amounts of employment qualifies such compensation earned by the Employee from the Company and the Bank for the two full fiscal years preceding the Date of Termination, with such payments to commence as a “Separation from Service” (of the first business day of the month following the date of the Involuntary Termination, except as that phrase is defined otherwise set forth below or in Section 409A taking into account all rules 7(c) below, (ii) provide Health Insurance Benefits to each Covered Person until the expiration of the remaining term of this Agreement or such Covered Person's death, whichever first occurs, and presumptions provided for in (iii) provide Other Insurance Benefits until the Section 409A regulations)expiration of the remaining term of this Agreement or the Employee's death, whichever first occurs. If the Employee is a “"Specified Employee” " (as defined in Section 409A) at the time of his Separation from Service, then any payments under this Section 7(a) which are not considered paid on account of an involuntary covered by the separation pay plan exemption from service (as defined Section 409A set forth in Treasury Regulation Section §1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th first business day of the later of (A) the seventh month following the Employee’s 's Separation from Service, or (B) the nineteenth month following the Effective Date, except that if the Employee dies beforehand, the payments made be made on the first business day following the date of his earlier death (the “"Delayed Distribution Date”"). Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation Separation from service Service as herein defined hereinpursuant to a separation pay plan).

Involuntary Termination. If The Board of Directors may terminate the Employee experiences an Involuntary TerminationEmployee's employment at any time, such but, except in the case of Termination for Cause, termination of employment shall be subject not prejudice the Employee's right to the Company’s obligations compensation or other benefits under this Section 7Agreement. In the event of the Involuntary Termination other than after a Change in Control which occurs during the term of the Employeethis Agreement, the Company and First Federal jointly shall, during the remaining term of this Agreement : (i) pay to the Employee monthly over the one-twelfth year period commencing on the Employee’s Date of his Termination (the “Total Compensation” One-Year Period”): (A) the Employee’s Salary at the rate in effect immediately prior to the Date of Termination, and (B) the pro rata portion of any incentive award or bonus, the amount of which, if any, shall be determined by the First Federal Board of Directors in its sole discretion, which amount, if any, shall be payable pro rata over the One-Year Period, and (ii) maintain provide to the Employee during the One-Year Period substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his the Employee’s dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and Termination, on terms substantially as favorable to the Employee Employee, including amounts of coverage and deductibles and other costs to him the Employee (i.e., the Employee’s share of premiums, deductibles and co-pays, all as in effect immediately prior on the Date of Termination), as if the Employee had not suffered Involuntary Termination. To the extent payments under this Paragraph 7(a) are subject to such Involuntary Termination (the “Employee’s Health Coverage”)Section 409A, Section 19 shall apply. No payment shall be made under this Section Paragraph 7(a) unless the Employee’s termination Employee executes a release substantially in the form attached as Exhibit A hereto no later than the earlier of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions the time provided for in the Section 409A regulations). If release or 60 days after the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his 's Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein).

Involuntary Termination. If the Employee experiences an Involuntary Termination, such termination of employment shall be subject to the Company’s obligations under this Section 7. In the event of the Involuntary Termination of the Employee, if the Employee has offered to continue to provide services as contemplated by this Agreement, and such offer has been declined, then, subject to Section 7(b) of this Agreement, the Company shall, as liquidated damages: (i) during the remaining term of this Agreement following the Date of Termination (ithe "Remaining Term"), (A) pay to the Employee in cash monthly one-twelfth of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for Company Salary at the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him annual rate in effect immediately prior to the Date of Termination and one-twelfth of the average annual amount of cash bonus and cash incentive compensation of the Employee, based on the average amounts of such Involuntary Termination compensation earned by the Employee for the two full fiscal years preceding the Date of Termination, PROVIDED THAT such payments shall be reduced by the amounts of cash compensation, if any, actually paid to the Employee by the Consolidated Subsidiaries for such period; and (B) continue to provide the benefits described in Section 5(c) and Section 5(d) of this Agreement; (ii) within 30 days following the date on which the term of this Agreement expires (the “Employee’s "Expiration Date"), pay to the Employee in a lump sum in cash an amount equal to the excess of (A) the present value of the aggregate benefits to which he would be entitled under any and all qualified and non-qualified defined benefit pension plans covering executive officers of the Company or the Bank or under which he was covered on the Effective Date as if he were 100% vested thereunder, had continued to be employed by the Company and the Bank during the Remaining Term and had received as covered compensation during such period the amounts payable to him under Section 7(a)(i) hereof, over (B) the present value of the benefits to which he is actually entitled under such plans as of the Expiration Date; (iii) within 30 days following the Expiration Date, pay to the Employee in a lump sum in cash an amount equal to the present value of the employer contributions to which he would have been entitled under any and all qualified and non-qualified defined contribution plans maintained by or covering executive officers of the Company or the Bank or under which he was covered on the Effective Date as if he were 100% vested thereunder, had continued to be employed by the Company and the Bank during the Remaining Term and had received as covered compensation during such period the amounts payable to him under Section 7(a)(i) hereof and assuming that he had made during such period the maximum amount of employee contributions, if any, required or permitted under such plans for an individual receiving such covered compensation; (iv) during the Remaining Term, the Company shall provide the Health Coverage”)Benefits to the Employee on the same terms as if he had continued to be employed under this Agreement; and (v) following the expiration of the Remaining Term, the Company shall make the Health Benefits available to the Employee on the same terms as if he had continued to be employed under this Agreement, PROVIDED THAT the Employee reimburses the Company for the amount the Company pays to third parties that is attributable to the Health Benefits for the Employee and his spouse. No payment For purposes of this Section 7, present value shall be made under this Section 7(a) unless determined by using the Employee’s termination UP-1984 mortality table and the same discount rate as would apply to a determination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation present value under Section 409A280G of the Internal Revenue Code of 1986, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death as amended (the “Delayed Distribution Date”). Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein"Code").

Involuntary Termination. If Notwithstanding the vesting schedule provided in paragraph (a), upon the involuntary termination of the Employee's employment with the Employer, other than for Cause (as defined below) and due to (i) a reorganization or reduction in force for which the Employee experiences an Involuntary Terminationwould be eligible for pay under the Kinder Mxxxxx, Xxx. Xeverancx Xxxx, xr (ii) a termination where the Employer agrees to vest the unvested Restricted Stock Units as full or partial consideration for the Employee’s satisfaction of the requirements under Section 2(g), or (iii) a sale, transfer or discontinuation of any part of the operations or any business unit of the Employer, 100% of the unvested Restricted Stock Units shall vest [as of the date of such termination of employment shall be subject to the Company’s obligations under this Section 7. In the event of the Involuntary Termination of the Employee's employment], provided that the Company shallEmployee satisfies the requirements of Section 2(g)[.] [; and provided, during further, that the remaining term of this Agreement Performance Goals set forth in Exhibit I are achieved, either (i) pay prior to the date of such termination (with the Committee having certified such achievement), in which case vesting shall occur as of the date of such termination, or (ii) after the date of such termination and prior to the end of the applicable Performance Period, in which case vesting shall occur as of the date the Committee certifies such achievement. If the Performance Goals set forth in Exhibit I are not achieved prior to the end of the applicable Performance Period, the Employee's unvested Restricted Stock Units shall be automatically forfeited, and neither the Company nor any Affiliate shall have any further obligations to the Employee monthly one-twelfth under this Agreement.] For purposes of his this Agreement, “Total CompensationCause” and is defined as the Employee’s (i) grand jury indictment or prosecutorial information charging the Employee with illegal or fraudulent acts; (ii) maintain substantially conviction of a crime which, in the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit opinion of the Employee and his dependents and beneficiaries who Employer, would have been eligible for such benefits if adversely affect the Employee had not suffered Involuntary Termination and on terms substantially as favorable Employer’s reputation or business; (iii) willful refusal, without proper legal or medical cause, to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless perform the Employee’s termination of employment qualifies as a “Separation from Service” duties and responsibilities; (as iv) willfully engaging in conduct that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee has reason to know is a “Specified Employee” injurious to the Employer; or (as defined in Section 409Av) at the time willful and material violation of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account any of the preceding sentence shall be accumulated without interest Employer’s written policies and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein)procedures.

Involuntary Termination. If prior to a Change of Control (as defined below), Executive’s employment with the Employee experiences an Involuntary TerminationCompany terminates (excluding a termination based on Executive’s death or Disability (as defined herein)) other than voluntarily or for Cause (as defined herein), and Executive signs and does not revoke a release of claims with the Company, then, subject to Section 11, Executive shall be entitled to receive: (i) continuing payments of severance pay (less applicable withholding taxes) at a rate equal to his Base Salary rate, as then in effect, for a period of six (6) months from the date of such termination of employment, to be paid periodically in accordance with the Company’s normal payroll policies; (ii) all shares of common stock subject to the Option which have vested as of the date of Executive’s termination of employment shall be subject exercisable for a period of six (6) months following the date of such termination, provided, however, that in no event shall this provision operate to extend the Company’s obligations under this Section 7. In Option beyond the term/expiration date of such Option (and in no event will extend the term of the Involuntary Termination Option beyond ten (10) years from the date of grant), nor shall the unvested portion of the Employee, the Company shall, Option continue to vest during the remaining term of this Agreement six (i6) pay to the Employee monthly one-twelfth of his “Total Compensation” and month severance period; (iiiii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) reimbursement for the benefit cost of continued health plan coverage for the Employee Executive and his dependents and beneficiaries who would have been eligible for a period of six (6) months from the date of such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies as employment; provided, however, that (A) the Executive constitutes a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” (qualified beneficiary, as defined in Section 409A4980B(g)(1) at of the time Internal Revenue Code of his Separation from Service1986, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death amended (the “Delayed Distribution DateCode”) and (B) Executive timely elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). Any payments deferred on account , within the time period prescribed pursuant to COBRA; and (iv) the portion of the preceding sentence shall be accumulated without interest and paid with projected Bonus for the first payment that is payable fiscal year in accordance with which such termination of employment occurs accrued up to the preceding sentence and Section 409A. To date of termination as determined by the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein)Compensation Committee in its sole discretion.

Involuntary Termination. If the Employee experiences is terminated by reason of an Involuntary Termination (other than a Termination for Cause), Employee will be entitled to the severance and welfare benefits described below in this Section 10.A., as follows: (i) the Company will make a severance payment to Employee in an aggregate amount equal to the sum of twelve (12) months of the Employee’s then-current annual rate of base salary spread in installments over the Company’s payroll schedule over a twelve (12) month period following the date of Employee’s Involuntary Termination; provided, however, that in no event will the amounts described in this Section 10.A.i. be paid later than the last day of the second taxable year of the Company following the taxable year in which the Employee’s Involuntary Termination occurs, and provided, however, that, to the extent the amounts described in this Section 10.A.i. exceed the amount specified in Treasury Regulations Section 1.409A-1(b)(9)(iii)(A), such termination excess will be paid no later than the 15th day of employment shall be the third calendar month following the end of the Company’s taxable year in which Employee’s Involuntary Termination occurs; and (ii) subject to the Company’s obligations under conditions set forth in this Section 7. In the event of the Involuntary Termination of the Employee10.A.ii., the Company shall, during the remaining term of this Agreement (i) pay will make a payment to Employee equal to the incentive compensation bonus payable to Employee monthly one-twelfth under the Company’s Incentive Compensation Plan or any bonus plan that has replaced such plan (the “ICP”) in respect of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insuranceyear during which such Involuntary Termination occurred; provided, hospitalizationhowever, medical, dental, prescription drug and other health benefits, and long-term disability insurance that such bonus amount (if any) for shall: (a) be pro-rated through the benefit date of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Employee’s Involuntary Termination (e.g., if the “date of Involuntary Termination is June 30, the maximum amount payable under this Section would be 50% of the Employee’s Health Coverage”incentive bonus otherwise payable under the ICP); (b) be calculated as if Employee achieved 100% performance of his individual goals (if any) under the ICP in the year of his Involuntary Termination; (c) be dependent and calculated based upon the Company’s achievement (if any) of its financial performance and/or other targets set forth for the ICP in the year of Employee’s Involuntary Termination; (d) be paid (if paid) in a lump sum at such time as the Company shall make payments to other eligible employees under the ICP as if Employee were still employed with the Company on the date of payment; provided, however, that in no event will the amounts in this Section 10.A.ii. No be paid later than the 15th day of the third calendar month following the end of the Company’s taxable year in which Employee’s Involuntary Termination occurs. Notwithstanding the foregoing and for the avoidance of doubt, no payment shall be made to Employee under this Section 7(a10.A.ii. if the Company fails to meet the minimum financial performance and/or other targets under the ICP in the year during which Employee is Involuntarily Terminated. (iii) unless for a period of twelve (12) months, the Company shall provide Employee (and Employee’s termination of employment qualifies dependents, as a “Separation from Service” applicable) with the same health benefits to which Employee (and Employee’s dependents, as that phrase is defined in Section 409A taking into account all rules and presumptions applicable) was entitled as an employee immediately before the Involuntary Termination. To the maximum extent permitted by applicable law, the benefits provided for in the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account 10.A.iii. shall be in discharge of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation any obligations of the Company or any rights of Employee under the benefit continuation provisions under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account 4980A of the preceding sentence Code and Part VI of Title I of ERISA (“COBRA”) or any other legislation of similar import. Notwithstanding the foregoing, nothing in this Section 10.A.iii. shall be accumulated without interest and paid construed to guarantee Employee life insurance or disability insurance after the date of Involuntary Termination. (iv) the Company shall provide Employee with the first payment that is payable rights and benefits, if any, provided him under the plans and programs of the Company in which Employee was participating immediately before the Involuntary Termination, as determined in accordance with the preceding sentence applicable terms and Section 409A. To provisions of such plans and programs of the extent permitted by Section 409ACompany, amounts payable under this Section 7(aincluding, but not limited to, terms relating to the payment of benefits to plan participants following the termination of their employment. (v) the Company shall pay Employee any earned, but unpaid, bonus in respect of the ICP for the year prior to the year of the Involuntary Termination, which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation paid in accordance with the terms and provisions of the ICP and in respect of Employee’s performance of his individual goals (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein)if any) under such ICP.

Involuntary Termination. If (i) If, prior to the Employee experiences expiration of the Term, the Employer terminates the Executive’s employment for any reason other than Disability or Cause or the Executive resigns from his employment hereunder for Good Reason (such a resignation or termination being hereinafter referred to as an “Involuntary Termination”), the Executive shall be entitled to payment of the Accrued Obligations. In addition, in the event of the Executive’s Involuntary Termination, such the Employer shall, conditioned upon the Executive’s execution of a customary release of all claims against the Employer and its officers, directors, shareholders and affiliates, if any, in a form prescribed by the Employer, pay to the Executive as severance (the “Severance Payment”), (x) 1/36 of the prior three years’ total of Salary and EIBIT Performance Bonus (and, if necessary to reach a three year total, a portion of compensation paid pursuant to Section 3(a) and (b)(i) of the Employment Agreement dated April 6, 2001), times (y) the number of remaining months in the Term. The Severance Payment shall be paid as follows: (i) a lump sum payment equal to the lesser of (a) the Severance Payment, and (b) an amount equal to the Change in Control Severance Payment (as if Section 4(c) were applicable) shall be paid to the Executive no later than thirty (30) days after the date of the termination of employment employment, and (ii)(a) if the Employer has not within ninety (90) days of the Involuntary Termination executed a definitive agreement to enter into a transaction the consummation of which would result in a “Change in Control”, the balance of the Severance Payment (if any) shall be subject paid to the CompanyExecutive in a lump sum no later than ninety (90) days after the date of the termination of employment, or (b) if the Employer has within ninety (90) days of the Involuntary Termination executed a definitive agreement to enter into a transaction the consummation of which would result in a “Change in Control”, the balance of the Severance Payment (if any) shall be paid to the Executive in a lump sum only if the transaction is not consummated and shall be payable to the Executive in a lump sum no later than the date the definitive agreement expires or terminates without consummation of the transaction. In addition, in the event of the Executive’s obligations Involuntary Termination, all of the Executive’s then-outstanding stock options shall be immediately vested and exercisable. The Company shall also continue to reimburse Executive for the insurance premiums provided for in Section 3(h) until the end of the Term. Anything in this Agreement to the contrary notwithstanding, no Severance Payment shall be payable under this Section 7. 4(b) if the Executive’s employment with the Employer ends at the expiration or non-renewal of the Term in accordance with Section 2. (ii) In the event of the Executive’s Involuntary Termination of the EmployeeTermination, the Company shall, during the remaining term of this Agreement (i) pay Executive shall continue to the Employee monthly one-twelfth of his “Total Compensation” and (ii) maintain substantially participate on the same group life or key man life insurance, hospitalization, medical, dental, prescription drug terms and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially conditions as favorable to the Employee including amounts of coverage and deductibles and other costs to him are in effect immediately prior to such Involuntary Termination (termination or resignation and at the “EmployeeEmployer’s Health Coverage”). No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for expense in the Employer’s health and medical plans and any other benefits provided to the Executive pursuant to Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A3(g) above at the time of such Involuntary Termination until the end of the Term or until the Executive obtains other employment, whichever occurs first. Anything herein to the contrary notwithstanding, the Employer shall have no obligation to continue to maintain any plan, program or level of benefits solely as a result of this Agreement, except for continuing reimbursement of the insurance premiums provided for in Section 3(h) In the event of the Executive’s death subsequent to his Separation from ServiceInvoluntary Termination, then payments under this Section 7(a) which are not considered but prior to the payment of the Severance Payment, the Severance Payment shall be paid on account of an involuntary separation from service to the Executive’s Beneficiary (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iiihereinafter defined)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death . (the “Delayed Distribution Date”). Any payments deferred on account iii) The date of the preceding sentence termination of employment without Cause shall be accumulated without interest and paid with the first payment that is payable date specified in accordance with a written notice of termination to the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation Executive. The date of resignation for Good Reason shall be treated as payable after amounts which are not considered deferred compensation the date specified in a written notice of resignation from the Executive to the Employer, provided, however, that no such written notice shall be effective unless the cure period specified in Section 4(a)(iii) (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein)if applicable) above has expired without the Employer having corrected the event or events subject to cure.

Involuntary Termination. If the Employee experiences suffers an Involuntary Termination, such termination of employment then the Employee shall be subject entitled to the Company’s obligations under this Section 7. In the event of the Involuntary Termination receive a lump-sum severance payment equal to: (i) 300% of the Employee, the Company shall, during the remaining term of this Agreement (i) pay to the Employee monthly one-twelfth of his “Total ’s then established Base Compensation” and ; (ii) maintain substantially 300% of the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance sum of the actual bonuses (if any) received by Employee during the previous two (2) years prior to the termination, divided by two (2); and (iii) if applicable, monthly reimbursements from the Corporation for the benefit same level of health coverage and benefits as in effect for the Employee and his dependents and beneficiaries who would have been eligible for such benefits if on the Employee had not suffered Involuntary Termination and on terms substantially as favorable to day immediately preceding the Employee including amounts day of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies as a “Separation from Service” employment; provided, however, that: (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If i) the Employee is constitutes a “Specified Employee” (qualified beneficiary, as defined in Section 409A4980B(g)(1) at of the Internal Revenue Code of 1986, as amended; and (ii) the Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Corporation shall continue to reimburse the Employee for continuation coverage until one (1) year after the date of his Separation from Servicethe Involuntary Termination. The Employee shall be responsible for the payment of COBRA premiums (including, then payments under this Section 7(awithout limitation, all administrative expenses) which are for the remaining COBRA period. If the provisions of COBRA do not considered paid on account apply to Employee (for instance, if the Employee is employed outside of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)the United States), and as such constitute deferred compensation under Section 409Athe Corporation will provide Employee with a payment each month until one (1) year after the Involuntary Termination equal to the portion, shall not be paid until if any, of the 185th day following premium the Corporation was paying for the Employee’s Separation from Service, or his earlier death (health coverage and benefits as in effect for the “Delayed Distribution Date”). Any payments deferred Employee on account the day immediately preceding the day of the preceding sentence shall be accumulated without interest and paid with Employee’s termination of employment. Notwithstanding the first payment that is payable foregoing, the Corporation in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409Aits discretion may elect to pay any amounts owed pursuant to this paragraph 1(b)(iii) in a lump sum payment, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account in lieu of an involuntary separation from service as herein defined herein)monthly payments.

Involuntary Termination. If the Employee experiences For purposes of this Agreement, an Involuntary Termination, such termination of employment shall be subject to the Company’s obligations under this Section 7. In the event of the Involuntary Termination of the Employee, Employment shall be deemed to occur if: (a) there has been an actual termination by the Company shallof Executive’s employment, during the remaining term of this Agreement other than (i) pay to the Employee monthly one-twelfth of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified EmployeeFor Cause” (as defined in Section 409A7 below), (ii) at the time of his Separation from ServiceExecutive’s death, then payments under this Section 7(a(iii) which are not considered paid on account of an involuntary separation from service accident or illness which renders Executive unable, for a period of at least six (6) consecutive months, to perform the essential functions of his or her job notwithstanding the provision of reasonable accommodation by the Company; or (iv) a Termination in Connection with a Change in Control, as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)the Executive Continuity Agreement between Executive and Company dated June 9, 2020. (b) the Company reduces Executive’s salary (except in the case of a reduction of no more than ten percent (10%) that applies to all similarly-situated executives of the Company), and as such constitute deferred compensation under Section 409Areduces reward opportunities (which will be evaluated in light of the performance requirements therefor), shall not be paid until the 185th day following the Employeereduces other compensation, deprives Executive of any material fringe benefit, a material diminution in Executive’s Separation from Serviceauthority, duties, or his earlier death (responsibilities, a material diminution in the “Delayed Distribution Date”). Any payments deferred on account authority, duties, or responsibilities of the preceding sentence shall be accumulated person to whom Executive is required to report, a material diminution in the budget over which Executive retains authority, or a relocation of Executive’s primary office more than seventy-five (75) miles from his or her then current office location, but not closer to his or her principal residence (each, a “Good Reason” event), without interest his or her prior express written approval; provided that the Executive must notify the Company of such event in writing within thirty (30) days of its occurrence, specifying the circumstance that the Executive claims constitutes Good Reason, at which time the Company will then have fifteen (15) days to cure such Good Reason event, and paid with if the first payment that is payable Company fails to do so, the Executive must provide a notice of termination within ten (10) days of the expiration of the fifteen-day cure period in accordance with the preceding sentence order for his or her resignation to constitute a resignation for Good Reason and Section 409A. To the extent permitted by Section 409A, amounts payable qualify under this Section 7(asubsection (b); or (c) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account any material breach by the Company of an involuntary separation from service as herein defined herein)any provision of this Agreement.

Involuntary Termination. If The Board of Directors may terminate the Employee experiences an Involuntary TerminationEmployee’s employment at any time, such but, except in the case of Termination for Cause, termination of employment shall be subject not prejudice the Employee’s right to the Company’s obligations compensation or other benefits under this Section 7Agreement. In the event of the Involuntary Termination other than after a Change in Control which occurs during the term of the Employeethis Agreement, the Company shall, and the Bank jointly shall (i) pay to the Employee during the remaining term of this Agreement (i) pay the Salary at the rate in effect immediately prior to the Date of Termination, including the pro rata portion of any incentive award, payable in such manner and at such times as the Salary would have been payable to the Employee monthly one-twelfth of his “Total Compensation” under Section 4(a) if the Employee had continued to be employed by the Company and the Bank, and (ii) maintain provide to the Employee during the remaining term of this Agreement substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his his/her dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and Termination, on terms substantially as favorable to the Employee Employee, including amounts of coverage and deductibles and other costs to him in effect immediately prior him, as if he/she had not suffered Involuntary Termination. Notwithstanding the foregoing, if (but for this sentence) (i) the taxable payments under this Section 7(a) would either extend over a long enough period, or have a sufficient cumulative value, to such Involuntary Termination cause a portion of the payments to not to be considered severance payments under Section 409A (so that the “Employee’s Health Coverage”excess portion would be considered deferred compensation for purposes of Section 409A). No payment shall be , then the first payments made under this Section 7(a) unless shall be considered as made pursuant to a separation pay program to the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in extent permitted under Section 409A, with the balance of the payments (the “Excess Separation Payments”) being considered deferred compensation, (ii) the manner in which the Excess Severance Payments are paid shall be modified if and to the minimum extent necessary to cause those payments to comply with Section 409A, and (iii) if at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from ServiceService he/she is a “specified employee” within the meaning of Section 409A, or his then no portion of the Excess Separation Payment shall be paid earlier death than six months after the Employee’s Separation from Service (the “Delayed Distribution Date”). Any with any payments deferred delayed on account of the preceding sentence shall be accumulated without interest and this requirement paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined hereinso limited).

Involuntary Termination. If the Employee experiences termination is an Involuntary Termination and the Executive signs and does not revoke the release of claims pursuant to Section 7 hereto, the Executive shall be entitled to the same benefits described in Section 4(a)(i) calculated as if the date of the Change of Control were immediately following the effective date of the Involuntary Termination, such termination of employment except that for this purpose Section 4(a)(i)(2) shall be revised to read as follows: “(2if the Executive’s termination employment occurs within one (1) year of the Executive’s commencement of employment, no Equity Acceleration Benefit shall be provided; and, subject to Section 4(d) below, if Executive’s termination employment occurs one (1) year or more after the Executive’s commencement of employment, Executive shall receive acceleration of vesting of restricted stock units, shares of restricted stock and other rights, or lapse of the Company repurchase rights for shares of restricted stock, for units, shares or rights that would have vested or with respect to which the Company’s obligations under this Section 7. In the event of the Involuntary Termination of the Employee, the Company shall, repurchase rights would have lapsed during the remaining term of this Agreement (i) pay to the Employee monthly one-twelfth of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” Acceleration Period (as defined in Section 409Abelow) at following such termination as if Executive had remained employed by the time Company (or its successor) through the end of his Separation from Servicesuch Acceleration Period under the agreement applicable to such award; provided that, then payments if an award has annual vesting periods and an annual vesting period under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until award straddles the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account end of the preceding sentence shall be accumulated without interest and paid with Acceleration Period, for such vesting period the first payment that portion of the award which is payable in accordance with eligible to vest on the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation next annual vesting date shall be treated as payable after vesting in equal monthly amounts which are not considered deferred compensation instead of annually. For purposes of this subsection, Acceleration Period shall mean six (i.e., which are considered payable on account 6) months if the Executive’s date of an involuntary separation from service as herein defined herein)termination of employment is at least one (1) year following his commencement of employment by the Company and twelve (12) months if his termination of employment is at least two (2) years following his commencement of employment by the Company.”

Involuntary Termination. If the Employee experiences Employee's employment terminates due to an Involuntary Termination, such then the Employee shall be entitled to receive a lump-sum severance payment equal to: 200% of the Employee's then established Base Compensation; 200% of the target bonus; and if applicable, monthly reimbursements from the Corporation for the same level of health coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee's termination of employment shall be subject employment; provided, however, that: (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (ii) the Employee elects continuation coverage pursuant to the Company’s obligations under this Section 7Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), within the time period prescribed pursuant to COBRA. In The Corporation shall continue to reimburse the event Employee for premiums paid to continue such coverage until one (1) year after the date of the Involuntary Termination or, if earlier, until Employee is eligible for similar benefits from another employer. The Employee shall be responsible for the payment of COBRA premiums (including, without limitation, all administrative expenses) for the remaining COBRA period. If the provisions of COBRA do not apply to Employee (for instance, if the Employee is employed outside of the United States), the Corporation will provide Employee with a lump sum payment equal to twelve (12) multiplied by the portion, if any, of the premium the Corporation was paying for the Employee's health coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee's termination of employment. In addition, and notwithstanding anything to the contrary in this Section 1(b)(iii), if the Corporation determines in its sole discretion that it cannot provide the COBRA benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall, during the remaining term of this Agreement (i) pay Corporation will in lieu thereof provide to the Employee a taxable monthly one-twelfth payment in an amount equal to the monthly COBRA premium that the Employee would be required to pay to continue his group health coverage in effect on the date of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided which amount will be based on the premium for in the Section 409A regulationsfirst month of COBRA coverage). If , which payments will be made regardless of whether the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein)elects COBRA continuation coverage.

Involuntary Termination. If the Employee Executive experiences an Involuntary TerminationTermination prior to the end of the Term or his employment terminates due to a Change Of Control Event, such termination of employment shall be subject to the Company’s obligations under this Section 77(a). In the event of the If such Involuntary Termination or Change of the EmployeeControl Event occurs, the Company shall, during the remaining term of this Agreement : (i) pay to the Employee monthly one-twelfth of his Executive or the Executive’s beneficiary a cash payment equal to $375,000 (the “Total Compensation” and Severance Payment”); (ii) maintain substantially continue medical and dental benefits at active employee rates for a period of twelve (12) months following the same group life Date of Termination; (iii) accelerate the vesting of any outstanding equity awards if so provided pursuant to the terms of such awards or key man life insuranceas provided herein; and (iv) pay to the Executive a Pro Rata Bonus, hospitalizationif any. If the Executive experiences an Involuntary Termination or Change in Control Event during 2010, medicalthe Annual Performance Cash Bonus that will form the basis for the Pro Rata Bonus calculation will be deemed to be $375,000. (v) In addition to the foregoing, dentalin connection with an Involuntary Termination or Change in Control Event, prescription drug the Executive shall be entitled to receive (A) any accrued but unpaid Company Salary and any accrued but unused vacation through the Date of Termination, (B) reimbursement of any expenses incurred through the Date of Termination in accordance with Section 4(h), and (C) all vested benefits and amounts under any plan, program or arrangement, the payment and other health benefitsrights with respect to which shall be governed by the terms thereof (the benefits listed in this subparagraph collectively, the “Accrued Compensation”). Except as may be provided by Section 21(b), if applicable, the Severance Payment and Pro Rata Bonus provided herein, shall be paid in a single lump sum on the sixtieth (60th) day following the Date of Termination provided that the Executive executes, and long-term disability insurance does not revoke, a release and waiver, in the form attached hereto as Exhibit A (if anythe “Release”) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination sixtieth (60th) day. If the “Employee’s Health Coverage”). No payment Release has not become irrevocable on or before such sixtieth (60th) day, the Executive shall be made under this Section 7(aforfeit any right to the Severance Payment (or the benefits set forth in subparagraphs (ii) unless the Employee’s termination of employment qualifies as a “Separation from Service” and (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulationsiii) above). If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, Executive should die after amounts become payable under this Section 7(a) which are considered deferred compensation ), such amounts shall thereafter be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein)paid to the Executive’s estate.

Involuntary Termination. If The Board of Directors may terminate the Employee experiences an Involuntary TerminationEmployee's employment at any time, such but, except in the case of Termination for Cause or termination due to disability or death, termination of employment shall be subject prior to the Company’s obligations under expiration of the term of this Agreement shall entitle Employee to severance compensation in accordance with the provisions of this Section 77(a). In the event of the Involuntary Termination other than after a Change in Control which occurs during the term of this Agreement, the Company and the Bank jointly shall, in the case of an Involuntary Termination described in Section 1(g)(i) (i.e., at the direction of the Company or the Bank) or, in the case of an Involuntary Termination described in Section 1(g)(ii) (i.e., by action of the Employee), for a twelve (12) month period commencing on the Company shallDate of Termination, during the remaining term of this Agreement (i) pay to the Employee monthly one-twelfth the Salary at the rate in effect immediately prior to the Date of his “Total Compensation” Termination, payable in such manner and at such times as the Salary would have been payable to the Employee under Section 4(a) if the Employee had continued to be employed by the Company and the Bank, and (ii) maintain provide to the Employee substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and Termination, on terms substantially as favorable to the Employee Employee, including amounts of coverage and deductibles and other costs to him him, as if he had not suffered Involuntary Termination. Notwithstanding the foregoing, to the extent the taxable payments under this Section 7(a) would be considered deferred compensation (for purposes of Section 409A), and the Employee is considered a “specified employee” (as defined in effect immediately Section 409A), then no deferred compensation shall be paid until the later of the 185th day following the Employee’s Separation from Service (and any deferred compensation the payment of which is delayed on account of the foregoing shall be paid on such date). The preceding sentence shall be applied by treating as much of the payment due under this Section 7(a) as “separation pay due to involuntary separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(b)(9)) (“Separation Pay”) as is possible, so that such Separation Pay may be paid without regard to the preceding sentence, and treating the Separation Pay as paid prior to such Involuntary Termination (the “Employee’s Health Coverage”). No deferred compensation, to the extent permitted by Section 409A. In addition, no payment shall be made under this Section 7(a) unless that would cause the Employee’s termination Bank to be “undercapitalized” for purposes of employment qualifies as Section 38(b) of the Federal Deposit Insurance Act (FDIA”) or any successor provision. The failure of the Board to renew this Agreement for a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided Successor Two-Year Term shall not be treated for in the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) at the time purposes of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of as giving rise to an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein)Involuntary Termination.

Involuntary Termination. If the Employee experiences an Involuntary TerminationExecutive’s employment is involuntarily terminated by the Company during the Employment Term, such termination of employment the Executive shall be entitled to receive his Base Salary accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods ending before the termination date (collectively, the “Accrued Obligations”). Such payments shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of involuntary termination). The Executive shall also receive any nonforfeitable benefits payable to him under the terms of any deferred compensation, incentive or other benefit plans maintained by the Company, payable in accordance with the terms of the applicable plan. If the termination is not (1) a termination for Cause (as defined below), as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason (as defined below) as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); (4) a termination due to non-renewal of the then current term as described in Section 5(e); or (5) pursuant to Section 6, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”), and except as otherwise provided by Sections 12 and 18, the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time his employment terminates for a period equal to the greater of (a) the remainder of the then-current term of the Agreement or (b) twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, if the termination is not (1) a termination for Cause, as described in Section 5(c); (2) a voluntary termination by the Executive without Good Reason as described in Section 5(d); (3) a termination as a result of the Executive’s death or Disability (as defined below); (4) a termination due to non-renewal of the then current term as described in Section 5(e); or (5) pursuant to Section 6, then, subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to the following: (i) Any options, restricted shares or other awards granted to the Executive under the 2013 Equity Plan shall become fully vested and, in the case of options, exercisable in full; (ii) Provided that the Executive elects continuation of coverage under the Company’s obligations under this Section 7. In group health plan pursuant to the event Consolidated Omnibus Budget Reconciliation Act of the Involuntary Termination of the Employee1986, as amended (“COBRA”), the Company shall, during the remaining term of this Agreement (i) pay to the Employee monthly one-twelfth of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment Executive shall be made provided continued coverage at the Company’s expense under this Section 7(a) unless any health insurance programs maintained by the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined Company in Section 409A taking into account all rules and presumptions provided for in which the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) Executive participated at the time of his Separation from Service, then payments under this Section 7(atermination for twelve (12) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Servicemonths, or his earlier death until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Delayed Distribution DateCode”). Any ) (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments deferred on account of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the preceding sentence Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be accumulated without interest provided in any other calendar year; and (iii) Annual Bonus(es) payable under Section 3 above that would have been earned based solely on continued employment for the remainder of the then current term, and if none, then an amount equal to fifty percent (50%) of the Executive’s then current Base Salary, payable at the same time as bonuses are paid to other active employees of the Company with respect to such performance period, and forfeited if the first payment that is payable Executive violates any of the restrictive covenants in accordance with the preceding sentence Section 9 and Section 409A. To 10. For purposes of clause (i) above, the extent permitted by Section 409A, amounts payable reference to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the maximum level of achievement of the performance goal or goals under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein)the award.

Involuntary Termination. If the Employee experiences an Involuntary TerminationThe Company may, such termination of in its sole discretion, and without cause, terminate Executive’s employment shall be subject at any time upon written notice to the Company’s obligations under this Section 7Executive. In the event of the Involuntary Termination of the Employeea termination without cause, the Company shallall salary, during the remaining term of this Agreement (i) pay to the Employee monthly one-twelfth of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, payments or reimbursements (other than customary reimbursable business expenses pursuant to Section III (g)) including any compensation described in Section III Paragraphs (a) - (g) (other than any vested rights under the specific terms and long-conditions of Company’s annual and long term disability insurance (if any) for incentive plans and the Company’s employee benefit plans and program), shall cease upon whatever date is specified in the notice as the effective date of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination termination (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Termination Date”). Any payments deferred on account The Company shall, however, pay to executive separation pay (“Severance”) in an amount equivalent to Executive’s then existing salary rate (as established under Paragraph (a) of Section III of the preceding sentence Agreement), plus 50% of Executive’s target annual bonus as established in Paragraph (c) of Section III, plus additional taxable compensation equal to the then-current cost of twelve months of COBRA continuation coverage. The Severance shall be accumulated without interest and paid in equal installments on the Company’s regular payroll dates during the 12 month period following the Termination Date (the “Separation Period”). Notwithstanding the foregoing: (a) No Severance shall be payable unless Executive’s termination constitutes a “separation from service” with the first payment that is payable in accordance with the preceding sentence and Company under Internal Revenue Code Section 409A. To the extent permitted by 409A; (b) For purposes of Section 409A, amounts payable under Employee’s right to receive installment payments pursuant to this Section 7(a) which are considered deferred compensation Agreement shall be treated as a right to receive a series of separate and distinct payments; (c) Severance shall be payable only if Executive executes a waiver to be provided by the Company within 90 days after amounts which are the Termination Date, releasing the Company of all claims Executive has or may have against the Company or its affiliates. Any payments of Severance attributable to payroll dates during such 90 day period will be suspended and paid (provided a valid waiver is effective and not considered deferred compensation revoked) on the 90th day after the Termination Date; and (i.e.d) If Executive is a specified employee within the meaning of Section 409A as of the Termination Date, which are considered payable Severance pay may not be made before the date that is six months after the Termination Date. Any payments of Severance attributable to payroll dates during such six month period will be suspended and paid on account the first payroll date following the expiration of an involuntary separation from service as herein defined herein)the six month period.

Involuntary Termination. (i) If the Employee experiences Employer terminates the Executive's employment for any reason other than Disability or Cause or the Executive resigns from his employment hereunder for Good Reason (such a resignation or termination being hereinafter referred to as an "Involuntary Termination"), the Executive shall be entitled to payment of the Accrued Obligations. In addition, in the event of the Executive's Involuntary Termination and timely execution and non-revocation of a release of all claims against the Company substantially in the form attached hereto as Exhibit A (the "Release"), and except as provided by subsection 4(g) below, the Company shall pay or provide to the Executive the following: (A) a lump sum cash payment equal to two times the sum of the Executive's Salary and Target Annual Bonus, determined as of the Executive's termination date plus, (I) a lump sum cash payment equal to the amount of any earned but unpaid annual bonus with respect to a fiscal year of the Company that ended prior to the date of termination and for this purpose, the Executive's failure to be in service on the payment date shall not be taken into account in determining whether such annual bonus was earned, and (II) in the event that the Involuntary Termination occurs on or after July 1 of a year, a pro rata bonus for the year of the Involuntary Termination equal to the Executive's Target Annual Bonus for that year multiplied by the number of completed months of employment in that year divided by 12; (B) except with respect to the Supplemental Awards and the 2013 Award and notwithstanding anything to the contrary in the applicable equity award agreements, all outstanding equity awards then held by the Executive shall immediately fully vest and any outstanding stock options shall become fully exercisable, and all outstanding stock options then held by the Executive, including any stock options included in the Supplemental Awards and the 2013 Award, to the extent vested in accordance with subsection 3(c)(ii) and this subsection 4(b)(i)(B) as of the date of the Involuntary Termination, shall remain outstanding and exercisable until the earlier of (x) two years from the date of the Involuntary Termination, or (y) the date which is ten years from the respective original dates of grant of the stock options, and shall remain outstanding for such period without regard to the Executive's death following the Involuntary Termination. The Company hereby represents, based on the terms of the applicable equity compensation plan and such other information as it deems relevant, that the Company has the authority and has taken all appropriate actions to extend the exercise period of such options to accomplish the extension provided for in the preceding sentence for all purposes of this Agreement; (C) for a period of two years following the date of the Executive's Involuntary Termination or, if earlier, the date the Executive obtains other employment, the Executive shall continue to participate, on the same terms and conditions as are in effect immediately prior to such termination or resignation, in the Employer's health and medical plans provided to the Executive pursuant to subsection 3(e). In order for the Executive to receive such continued coverage, the Executive shall pay to the Employer on the last day of employment each month preceding the month that the health and medical coverage continuation shall be subject provided, the full cost of the monthly premiums equal to the Company’s obligations Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") cost of continued health and medical coverage under the health and medical plans of the Employer. The first such payment shall be paid to the Employer on the last day of the month in which date of the Executive's Involuntary Termination occurs. The Executive shall receive a monthly reimbursement payment (each such payment, a "Monthly Health Payment") during the two-year period (or until the date the Executive obtains other employment, if earlier), on the first payroll date of each month, equal to the monthly COBRA cost of continued health and medical coverage under the health and medical plans of the Employer, less the amount that the Executive would be required to contribute for health and medical coverage if the Executive were an active employee. The Monthly Health Payments under this subsection 4(b)(i)(C) shall commence on the first payroll date occurring in the month following the month in which the date of the Executive's Involuntary Termination occurs and shall continue for a period of two years following the Executive's Involuntary Termination or, if earlier, until the date the Executive obtains other employment. In addition, on each date which the Monthly Health Payments are made under this subsection 4(b)(i)(C) the Employer shall pay the Executive an additional amount in a lump sum cash payment equal to the federal, state, and local income and payroll taxes that the Executive would incur on an amount equal to the sum of the Monthly Health Payment and this reimbursement. The foregoing gross-up payment shall be made with respect to each COBRA premium payment and shall cease when the Monthly Health Payments cease. The COBRA continuation coverage period under section 4980B of the Internal Revenue Code of 1986, as amended (the "Code") shall begin coincident with the first day of the month following the month in which the Executive's Involuntary Termination occurs. Anything herein to the contrary notwithstanding, the Employer shall have no obligation to continue to maintain any plan, program or level of benefits solely as a result of this Agreement; and (D) a lump-sum cash payment in the amount of $50,000.00 to cover extra costs due to tax return preparation, estate counseling, and miscellaneous expenses. The Executive shall also be entitled to reimbursement of the cost of career transition assistance services for the Executive that are actually related to the Executive's Involuntary Termination and are actually provided by a career transition assistance firm selected and paid for by the Company. The Executive must begin the available career transition assistance program within 60 days following the Involuntary Termination. Said career transition assistance shall include the use of an office and the services of a full time secretary suitable for the Executive, as agreed to by the Company, for a reasonable period of time not to exceed two years following the last day of the Executive's employment. The career transition assistance shall be provided to the Executive in a manner that complies with Treas. Reg. § 1.409A-3(i)(1)(iv). (ii) In the event of Executive's Involuntary Termination, unless payment is required to be delayed pursuant to Section 710(1) below, the payments described in subsection 4(b)(i) above shall be paid on the 60th day (or the next following business day if not a business day) following the date of termination and be calculated based on the Salary and Target Annual Bonus in effect immediately prior to the date of the Executive’s Involuntary Termination, provided that the Executive timely executes and does not revoke the Release. In the event of the Executive's death subsequent to his Involuntary Termination Termination, but before the payment of the Employeeseverance, provision of benefits and equity treatment has been completed, the Company shallunpaid payments, during benefits and equity treatment shall be afforded to the remaining term Executive's Beneficiary (as hereinafter defined) on the same basis and at the same times as they would have been provided to the Executive. Notwithstanding any provision of this Agreement (i) pay to the Employee monthly one-twelfth contrary, in no event shall the timing of his “Total Compensation” and (ii) maintain substantially the same group life Executive's execution of the Release, directly or key man life insuranceindirectly, hospitalization, medical, dental, prescription drug and other health benefitsresult in the Executive designating the calendar year of payment, and long-term disability insurance (if any) for the benefit a payment that is subject to execution of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him Release could be made in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No more than one taxable year, payment shall be made under this Section 7(ain the later taxable year. (iii) unless the Employee’s The date of termination of employment qualifies as without Cause shall be the date specified in a “Separation written notice of termination to the Executive. The date of resignation for Good Reason shall be the date specified in a written notice of resignation from Service” (as the Executive to the Employer; provided, however, that phrase is defined no such written notice shall be effective unless the cure period specified in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)subsections 4(a)(iii)(A), and as such constitute deferred compensation under Section 409A, shall not be paid until (B) or (E) (if applicable) above has expired without the 185th day following Employer having corrected the Employee’s Separation from Service, event or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein)events subject to cure.

Involuntary Termination. If the Employee’s employment is terminated as a result of Involuntary Termination (as defined in Section 3(b) below) on or prior to the one year anniversary of the Effective Date, then the Employee experiences an Involuntary Termination, such termination of employment shall be subject entitled to receive the Company’s obligations under this Section 7. In following: (i) the event of compensation, accrued but unused vacation and benefits earned by the Involuntary Termination Employee through the date of the Employee, the Company shall, during the remaining term ’s termination of this Agreement (i) pay to the Employee monthly one-twelfth of his “Total Compensation” and employment; (ii) maintain substantially a lump sum severance payment equal to twelve (12) months of salary determined on the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit basis of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him Employee’s annual base salary rate in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment shall be made under this Involuntary Termination, payable within thirty (30) days following the date the Employee executes the release described in Section 7(a2(e) unless (or on the date of the Employee’s termination of employment qualifies employment, if later); (iii) to the extent the Employee holds any options to purchase shares of the Company’s capital stock which are not vested as of the date of such termination, then the vesting and exercisability of each outstanding option shall accelerate with respect to one hundred percent (100%) of the then unvested shares as of the date of such termination; (iv) for a period of up to twelve (12) months after any termination under this Section 2(a), the Company shall reimburse the Employee for any COBRA premiums paid by the Employee for continued group health insurance coverage (the “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulationsEmployment Benefits”). If the Employee is a “Specified Employee” (as defined in Section 409A) at ’s medical coverage immediately prior to the time date of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account termination of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following employment included the Employee’s Separation dependents, the Company paid COBRA premiums shall include premiums for such dependents. Such Employment Benefits shall terminate upon the earlier of (A) twelve (12) months from Servicethe date of the Employee’s termination, or his earlier death (B) upon commencement of new employment by the “Delayed Distribution Date”). Any payments deferred on account Employee. (v) the Employee shall be entitled to receive the laptop or other portable computer device used by the Employee, if any, as of the preceding sentence shall be accumulated without interest and paid with date of termination; provided, the Employee first payment that is payable in accordance with delivers such device to the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account Company for removal of an involuntary separation from service as herein defined herein)all Company proprietary information.

Involuntary Termination. (a) If Employee is incapacitated or disabled in a manner that qualifies Employee for benefits under the permanent disability policy of the Company for employees generally, the Term of Employment and employment of Employee experiences under this Agreement shall cease (such termination, as well as a termination under Section 7(b), being hereinafter referred to as an “Involuntary Termination”). (b) If Employee dies during the Term of Employment, the Term of Employment and Employee’s employment hereunder shall cease as of the date of Employee’s death. (c) Upon the termination of Employee’s employment due to an Involuntary Termination, such termination of employment neither the Employee nor his beneficiary or estate (if applicable) shall be subject to have any further rights or claims against the Company’s obligations Company under this Section 7. In Agreement, except the event of the Involuntary Termination of the Employee, the Company shall, during the remaining term of this Agreement right to receive (i) pay the unpaid portion of (A) the base salary provided for in Section 5(b), computed on a pro rata basis through the Termination Date and (B) bonus compensation, if any, provided for in Section 5(c) earned prior to the Employee monthly one-twelfth of his “Total Compensation” and Termination Date (which bonus amount shall be payable at such times as the Company pays bonuses for such year to its employees), (ii) maintain substantially the same group life or key man life insuranceamount, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for on a pro rata basis from the benefit Termination Date through the end of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if Term, of the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions base salary provided for in the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A5(b) at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with the first payment that is above $250,000 per year, payable at such times and in accordance with the preceding sentence Company’s usual practices for paying its employees salaries, including withholding of applicable taxes, (iii) any unpaid accrued benefits of Employee, (iv) reimbursement for any expenses for which Employee shall not have been reimbursed as provided in Section 6(a), and Section 409A. To (v) continued provision, for a period of one year following Employee’s termination, of benefits under the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein)Benefit Plans.

Involuntary Termination. If Employee’s employment with the Employee experiences an Company is terminated as a result of Involuntary Termination, such termination of employment shall then Employee will be subject entitled to receive the Company’s obligations under this Section 7. In the event of the Involuntary Termination of the Employee, the Company shall, during the remaining term of this Agreement following severance benefits: (i) Employee will be entitled to receive severance pay in an amount equal to the Employee monthly one-twelfth one hundred fifty percent (150%) of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially annual base salary as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Servicesuch termination. Any severance to which Employee is entitled pursuant to this section will be paid in a lump sum, then payments under this less applicable withholding, within thirty (30) days following Employee’s termination, subject to the provisions of Section 7(a2(a)(v) which are not considered paid on account hereof; (ii) With respect to any unvested options to purchase shares of an involuntary separation from service stock of the Company held by Employee as granted pursuant to the First Option (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)by the Employment Agreement), Employee will immediately become vested in full at the time of such termination; and (iii) The exercise period for any unexercised portion of all nonstatutory stock options held by Employee as at the date of such Involuntary Termination will be extended to be 12 months after the date of such Involuntary Termination. (iv) If Employee was covered under the Company’s group health plan as of his Involuntary Termination and he timely elects to continue his group health benefits pursuant to federal law (COBRA) or the Company has paid Employee health care coverage under another plan, the Company will pay the COBRA premiums or the premiums under the other plan until the earlier of (A) the one year anniversary of Employee’s Involuntary Termination, or (B) the date on which Employee commences New Employment. (v) To the extent, if any, required in order to avoid the imposition of additional tax on Employee or the Company pursuant to Section 409A of the Internal Revenue Code, the payments set forth in Section 2(a)(i) hereof will not commence, and the accelerated vesting as such constitute deferred compensation to options provided under Section 409A2(a)(ii) hereof, shall will not be paid effective until the 185th day following date occurring six months after the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account date of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein)Involuntary Termination .

Involuntary Termination. If Employer may terminate Employee's employment, with or without cause, at any time during the Employee experiences an Involuntary Termination, Employment Period by delivering written notice of such termination of to Employee. If Employer terminates Employee's employment shall be subject to the Company’s obligations under this Section 7. In the event of the Involuntary Termination of the Employee, the Company shall, without "cause" during the remaining term of this Agreement Employment Period or during the one year immediately following the Employment Period, Employer shall continue to pay Employee his salary (as described in Section 2 above) (but not any bonuses or other compensation) until the first to occur of: (i) pay to the Employee monthly onebecoming an employee of, or full-twelfth time consultant to, a company (other than in violation of his “Total Compensation” and Section 5 below), or (ii) maintain substantially the same group life expiration of two years from the Effective Date. In addition, except as otherwise provided below, Employer shall permit Employee to remain in a limited consulting or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially arrangement with Employer as favorable necessary to the Employee including amounts of coverage and deductibles and other costs permit Employee's options to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable remain outstanding in accordance with the preceding sentence terms (including the vesting schedule) of the stock option plan under which they were issued and the stock option agreement by which they are evidenced, except that Employee's options shall terminate upon the first to occur of the expiration date of such options or 30 days following the date on which such options become fully vested for exercise. Notwithstanding anything to the contrary contained herein or in the stock option plan under which Employee's options were issued or the stock option agreement by which they are evidenced, if Employee shall violate Section 409A. To 5 below, Employee's options shall cease to vest and shall terminate as to any vested but unexercised options within 30 days from the extent permitted date of such violation. If Employee is terminated by Section 409AEmployer for "cause", amounts payable under this Section 7(a) which are considered deferred all obligations of Employer to Employee, including any obligation to pay salary or other compensation to Employee, shall immediately end, and Employee's options shall cease to vest and shall terminate as to any vested but unexercised options within 30 days from the date of such termination. Employee shall be treated as payable after amounts which are not considered deferred compensation to have been terminated for "cause" if Employee's employment is terminated for (i.e.a) any gross misconduct, which are considered payable on account fraud or bad faith in the performance of an involuntary separation from service as herein defined herein)Employee's employment, (b) Employee's conviction or guilty plea with respect to any felony, (c) Employee's material breach of this agreement, or (d) Employee's repeated and substantial failure to perform any reasonable duties assigned to Employee by Employer despite written notice delivered to Employee of such failure.

Involuntary Termination. If the Employee experiences an Involuntary Termination, such termination of Executive’s employment shall be subject to the Company’s obligations under this Section 7. In the event of the Involuntary Termination of the Employee, is terminated by the Company shall, during the remaining term of this Agreement (i) pay to the Employee monthly one-twelfth of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” without Cause (as defined in Section 409Aherein) at the time or if Executive resigns from Executive’s employment for Good Reason (as defined herein) (for purposes of his Separation from Serviceclarity, then payments under this Section 7(a) which are a termination without Cause or for Good Reason does not considered paid on account include a termination that occurs as a result of an involuntary Executive’s death or disability), and provided that such termination constitutes a “separation from service (service” as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii1.409A-1(h) (“Separation”) and Executive signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective within fifty-five (55) days of Executive’s Separation (the “Deadline”), then, subject to Section 7(f) below and in addition to the Accrued Obligations, Executive shall receive: (i) two (2) years of Base Salary, which shall be paid in twenty-four (24) equal monthly installments, commencing on the Company’s first normal payroll date that occurs on or after the Deadline (and in all events within sixty (60) days after the Separation); (ii) any unvested portion of any options, restricted stock or other equity or equity-based awards granted by the Company to the Executive under any stock option and stock incentive plans of the Company or otherwise will, to the extent outstanding immediately prior to such termination of employment, immediately vest and become exercisable (and, in the case of options or similar rights, such rights will remain exercisable for a period of not less than two (2) years following the date of Executive’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement regarding the maximum term of the award and the Company’s ability to terminate or settle the award in connection with a change in control or similar event as such constitute deferred compensation prescribed in the applicable plan or award agreement); (iii) the Company shall reimburse Executive for monthly premiums paid to continue Executive’s (and, if applicable, Executive’s eligible spouse and dependents) Company health insurance under Section 409Athe Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for two (2) years from the date that Executive (and, shall not be paid if applicable, Executive’s eligible spouse and dependents) lose health care coverage as an employee under the Company’s health plans until the 185th day following earlier of: (1) a date two (2) years after the Employee’s Separation from Servicedate health care coverage is lost as an employee; or (2) a date on which the Executive is covered under the medical plan of another employer, or his earlier death which does not exclude pre-existing conditions; and (iv) the “Delayed Distribution Date”). Any payments deferred on account Company shall continue to pay premiums to maintain any life insurance for Executive, existing and paid for by the Company as of the preceding sentence date of Executive’s Separation, for two (2) years following Executive’s Separation, which payments shall be accumulated without interest and paid made on each regularly scheduled due date for such payments beginning with the first payment regularly scheduled due date that is payable in accordance occurs on or after the Deadline (with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable any payments due prior to such time being made on account of an involuntary separation from service as herein defined hereinsuch date).

Involuntary Termination. If the Employee experiences an Involuntary Termination, such termination of employment shall be subject to the Company’s Bank's obligations under this Section 7. In the event of the Involuntary Termination Termination, if the Employee has offered to continue to provide services as contemplated by this Agreement and such offer has been declined, then, subject to Section 7(b) of the Employeethis Agreement, the Company Bank shall, as liquidated damages (i) during the remaining term of this Agreement (i) Agreement, pay to the Employee monthly one-twelfth of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for Salary at the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him annual rate in effect immediately prior to such Involuntary the Date of Termination (and one-twelfth of the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless average annual amount of cash bonus of the Employee’s , based on the average amounts of cash bonus earned by the Employee for the two full fiscal years preceding the Date of Termination; (ii) provide the benefits set forth in Section 7(f) of this Agreement on the terms set forth therein PROVIDED THAT during the remaining term of this Agreement, the Bank shall pay the same portion of the cost of benefits under Section 7(f) as it would have paid if no termination of employment qualifies as a “Separation from Service” had occurred; and (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If iii) if the Employee is the record or beneficial owner of any options for stock of the Holding Company as of the Date of Termination, then notwithstanding the provisions of any other agreements or documents relating to such options, such options shall be deemed to be fully vested on the Date of Termination and shall be exercisable for a “Specified Employee” period of not less one year from the Date of Termination and the Bank shall guarantee that the Employee shall receive the benefits of such vesting; and (iv) if the Employee is not fully vested under any other benefit plan or arrangement in which he is a participant as of the Date of Termination (except for any "employee pension plan" as defined in Section 409A3(2) at of the time Employee Retirement Income Security Act of his Separation from Service1974, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as amended, including any "multiemployer plan" as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)3(37) of such Act), deem the Employee to be fully vested therein and as such constitute deferred compensation under Section 409A, the Bank shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account of the preceding sentence guarantee that he shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein)receive benefits thereunder accordingly.

Involuntary Termination. If the Employee experiences an Employee’s employment with the Company is terminated as a result of Involuntary Termination, such termination of employment then the Employee shall be subject entitled to receive the Company’s obligations under this Section 7. In the event of the Involuntary Termination of the Employee, the Company shall, during the remaining term of this Agreement following severance benefits: (i) The Employee shall be entitled to receive severance pay in an amount equal to the Employee monthly one-twelfth one hundred percent (100%) of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially annual base salary as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Service, then payments under such termination. Any severance to which the Employee is entitled pursuant to this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, section shall not be paid until the 185th day in a lump sum, less applicable withholding, within thirty (30) days following the Employee’s Separation from Servicetermination. If any severance is paid to the Employee by the Company or any subsidiary of the Company as mandated under PRC Labor Law, or his earlier death the severance pay in this clause will be reduced by the amount of the mandated severance. (ii) The Employee shall be entitled to receive a separation bonus equal to the gross amount of fifty percent (50%) of the average annual performance bonus paid to the Employee for the two (2) most recent fiscal years for which bonuses have been paid prior to the termination date. (iii) With respect to any unvested options to purchase shares of the stock of the Company held by the Employee; Section 12.1 (b) of the 2005 Equity Incentive Plan, as amended (the “Delayed Distribution DatePlan”). Any payments deferred on account , notwithstanding, if a Change in Control occurs and the “Acquiror”, as defined in the Plan, does not assume the “Awards”, as defined in the Plan, held by Employee, then all such Awards held by Employee shall become fully vested and exercisable as of a date ten (10) business days prior to the occurrence of the preceding sentence closing of the transaction resulting in the Change in Control, with any acceleration and exercise subject to, and conditional upon, the actual closing of such transaction.” (iv) The Employee shall be accumulated without interest entitled to exercise all vested options to purchase shares of the stock of the Company held be the Employee (including any options to purchase shares that become vested) for a period of twelve (12) months after the date of such termination (notwithstanding anything to the contrary otherwise provided under the terms and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account conditions of an involuntary separation from service as herein defined hereinsuch options)). (v) The Company shall, if permitted under the Company’s existing health insurance plans, continue the Employee’s existing group health insurance coverage. If not so permitted, the Company shall reimburse the Employee for any health insurance premiums paid by the Employee for continued group health insurance coverage. Such health insurance coverage or reimbursement of premiums shall continue until the earlier of (i) twelve (12) months after the date of the Employee’s Involuntary Termination or (ii) the date on which the Employee commences New Employment.

Involuntary Termination. If the Employee experiences Employee's employment terminates due to an Involuntary Termination, such then the Employee shall be entitled to receive a lump-sum severance payment equal to: the amount of Employee's Base Compensation that would be payable if Employee remained employed through August 15, 2012; if applicable, monthly reimbursements from the Corporation for the same level of health coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee's termination of employment shall be subject employment; provided, however, that: (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (ii) the Employee elects continuation coverage pursuant to the Company’s obligations under this Section 7Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), within the time period prescribed pursuant to COBRA. In The Corporation shall continue to reimburse the event Employee for premiums paid to continue such coverage until one (1) year after the date of the Involuntary Termination or, if earlier, until Employee is eligible for similar benefits from another employer. The Employee shall be responsible for the payment of COBRA premiums (including, without limitation, all administrative expenses) for the remaining COBRA period. If the provisions of COBRA do not apply to Employee (for instance, if the Employee is employed outside of the United States), the Corporation will provide Employee with a lump sum payment equal to twelve (12) multiplied by the portion, if any, of the premium the Corporation was paying for the Employee's health coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee's termination of employment. In addition, and notwithstanding anything to the contrary in this Section 1(b)(iii), if the Corporation determines in its sole discretion that it cannot provide the COBRA benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall, during the remaining term of this Agreement (i) pay Corporation will in lieu thereof provide to the Employee a taxable monthly one-twelfth payment in an amount equal to the monthly COBRA premium that the Employee would be required to pay to continue his group health coverage in effect on the date of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided which amount will be based on the premium for in the Section 409A regulationsfirst month of COBRA coverage). If , which payments will be made regardless of whether the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein)elects COBRA continuation coverage.

Involuntary Termination. If the Employee experiences an Involuntary Termination, such termination of employment shall be subject to the Company’s obligations under this Section 7. In the event of the an Involuntary Termination other than an Involuntary Termination within the period set forth in Section 3(b) below, and subject to Employee executing a general release in favor of the EmployeeCompany, in a form acceptable to the Company shall, during the remaining term of this Agreement (i) pay to the Employee monthly one-twelfth of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health CoverageRelease”). No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as allowing such constitute deferred compensation under Section 409A, shall Release to become effective not be paid until the 185th day later than 60 days following the Employee’s Separation from Service, or his earlier death then Employee shall be entitled to receive the following severance benefits (the “Delayed Distribution DateSeverance Benefits”): (i) a lump-sum cash severance payment equal to twelve (12) months of the Employee’s then-current Base Salary (ignoring any reduction in Base Salary that forms the basis for a Resignation for Good Reason), subject to applicable tax withholdings, paid on the 60th day following Employee’s Separation from Service; (ii) if Employee is participating in the Company’s employee group health insurance plans on the effective date of termination, and timely elects and remains eligible for continued coverage under COBRA, or, if applicable, state or local insurance laws, the Company shall pay to Employee, on the first day of each month, a cash payment equal to the applicable COBRA premiums for that month (including premiums for Employee and his eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”). Any payments deferred on account , for a number of months equal to the lesser of (i) the duration of the preceding sentence shall be accumulated without interest period in which Employee and paid with his eligible dependents are eligible for and enrolled in such COBRA coverage (and not otherwise covered by another employer’s group health plan) and (ii) twelve (12) months. Employee may, but is not obligated to, use such Special Cash Payment toward the cost of COBRA premiums. On the 60th day following Employee’s Separation From Service, the Company will make the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable to Employee under this Section 7(a2(c)(ii), in a lump sum, equal to the aggregate Special Cash Payments that the Company would have paid to Employee through such date had the Special Cash Payments commenced on the first day of the first month following the Separation From Service through such 60th day, with the balance of the Special Cash Payments paid thereafter on the schedule described above. In the event Employee becomes covered under another employer's group health plan or otherwise ceases to be eligible for COBRA during the period provided in this Section 2(c)(ii), Employee must immediately notify the Company of such event and the Company shall cease payment of the Special Cash Payments and shall have no further obligations under this Section 2(c)(ii); and (iii) which are considered deferred compensation shall be treated an additional twelve (12) months vesting of Employee’s then-outstanding stock options, effective as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary separation from service as herein defined herein)Employee’s termination date.

Involuntary Termination. If the Employee’s employment is terminated (x) by the Company other than for Cause and other than due to Employee’s death or Disability, or (y) voluntarily by the Employee experiences an Involuntary Terminationfor Good Reason, such termination of employment then Employee shall be subject entitled to receive the Company’s obligations under this Section 7. In following benefits: (A) monthly severance payments during the event of period from the Involuntary Termination date of the Employee, ’s termination until the Company shall, date twenty-four (24) months after the effective date of the termination (the “Severance Period”) equal to the monthly salary which the Employee was receiving immediately prior to the Change of Control; (B) monthly severance payments during the remaining term Severance Period equal to one-twelfth (1/12th) of this Agreement the Employee’s “target bonus” (ias defined herein) pay for the fiscal year in which the termination occurs for each month in which severance payments are made to the Employee monthly one-twelfth pursuant to subsection (A) above; (C) a lump sum cash payment equal to the prorated amount of his the Employee’s “Total Compensationtarget bonus” and for the fiscal year in which the termination occurs, calculated based on the number of months during such fiscal year in which the Employee was employed by the Company (iior a successor corporation); (D) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefitsif Employee, and long-term disability insurance any spouse and/or dependents of Employee (if any“Family Members”) for has coverage on the benefit date of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies under a group health plan sponsored by the Company, then reimbursement to Employee of the total applicable premium cost for continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”) for a “Separation from Service” period of up to twenty-four (as 24) months following Employee’s termination of employment or if earlier, the date upon which Employee and Employee’s eligible dependents become covered under similar plans, provided that phrase Employee validly elects and is defined eligible to continue coverage under COBRA for Employee and the Family Members, and, provided further, that if the Company determines in its sole discretion that it cannot provide the COBRA reimbursement benefits without potentially violating applicable laws (including, without limitation, Section 409A taking into account all rules 2716 of the Public Health Service Act and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” (Retirement Income Security Act of 1974, as defined in Section 409A) at the time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)amended), and as such constitute deferred compensation under Section 409A, shall not the Company will in lieu thereof provide to Employee a taxable lump sum payment in an amount equal to the monthly COBRA premium that Employee would be paid until required to pay to continue the 185th day following group health coverage in effect on the date of Employee’s Separation from Service, or his earlier death termination of employment (which amount will be based on the “Delayed Distribution Date”). Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with premium for the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(amonth of COBRA coverage) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation for a period of twenty-four (i.e.24) months following Employee’s termination of employment, which are considered payable on account payment will be made regardless of an involuntary separation from service as herein defined herein).whether Employee elects COBRA continuation coverage;