Common use of Obligations of the Company Upon Termination Clause in Contracts

Obligations of the Company Upon Termination. (1) If (i) the Company shall terminate the Executive’s employment without Cause, or Disability of the Executive, (ii) the Executive’s employment shall terminate due to the Executive’s death or Disability or (iii) the Executive shall terminate her employment, for Good Reason, then the Company shall pay to the Executive within ten (10) days after the Date of Termination the sum of (A) the Executive’s Base Salary for two years, plus (B) all unreimbursed business expenses and other accrued but unpaid compensation described in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid for any fiscal year ending prior to the fiscal year in which the Date of Termination occurs, payable at the time otherwise scheduled to be paid (the amounts described in (x) and (y), the “Accrued Obligations”); and (z) any amount arising from the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts shall be payable in accordance with the terms and conditions of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO. (2) Not in limitation of Section 6(a), if the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery by the Executive of a general release of claims in favor of the Company in a form reasonably satisfactory to the Company (“Release”), the Company shall pay to the Executive (i) a termination settlement which shall be paid in substantially equal installments in accordance with the customary payroll practices of the Company, in an amount equal to the Base Salary (as in effect on the date of termination) for twenty-four (24) months, and (ii) an amount equal to the annual Bonus which the Executive would have been entitled to receive in respect of the year of termination based on the achievement of any performance objectives for the Company and the Executive at no less than target level for such year of termination, prorated for the amount of the year in which Executive was employed, which amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”). (3) Except as set forth in this Section 5, the Company shall have no further severance, payment or other benefit obligations to the Executive other than for the continuance of benefits under the Benefit Plans to the Date of Termination and such obligations which may be expressly provided to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between the Executive and the Company and approved by the Board.

Obligations of the Company Upon Termination. (1a) If Good Reason; by the Company Other Than for Cause, Death or Disability. If, during the Term, (i) the Company shall terminate the Executive’s employment without Cause, or Disability of the Executive, other than for Cause (ii) the Executive’s employment shall terminate due to the it being understood that a termination resulting from Executive’s death or Disability shall not constitute a termination “other than for Cause,” which such events are addressed in Section 4(b)) or (iiiii) the Executive shall terminate her employment, his employment for Good Reason, then the : (i) The Company shall pay to Executive (or the Executive executor of his estate or representative, if applicable), within ten (10) 10 days after the Date of Termination the Termination, a lump sum of in cash equal to (A1) the Executive’s Annual Base Salary for two years, plus (B) all unreimbursed business expenses and other accrued but unpaid compensation described in Section 4(b); (y) without duplication, any annual Bonus through the Date of Termination to the extent earned but not yet paid for any fiscal year ending prior paid, (2) the unpaid Bonus due Executive, if any, with respect to the fiscal calendar year immediately preceding the calendar year in which Executive’s employment is terminated, (3) the value of any vacation accrued, but not taken, in the calendar year in which Executive’s employment is terminated, and (4) the amount due for any reimbursable expenses incurred by Executive prior to the Date of Termination occurs, payable at the time otherwise scheduled to be paid (the amounts described in (x) and (y)together, the “Accrued Obligations”); and (z) any amount arising from the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts shall be payable in accordance with the terms and conditions of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO. (2ii) Not in limitation of Section 6(a), if the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery by the Executive of a general release of claims in favor of the Company in a form reasonably satisfactory to the Company (“Release”), the The Company shall pay to the Executive (ior the executor of his estate or representative, if applicable), within the 60-day period provided in Section 4(d) below, a termination settlement which shall be paid lump sum in substantially cash (less applicable taxes) equal installments in accordance with the customary payroll practices of to four times Executive’s Annual Base Salary; provided, however, if the Company, in an its sole discretion, elects to waive the non-competition restrictions contained in Section 9(a)(i) through 9(a)(iii) and Section 9(b), the amount equal to the be paid Executive shall be reduced to two times his Annual Base Salary (as Salary; provided further, however, if Executive’s Date of Termination occurs within three months preceding or on or within two years following a Change in effect on the date of termination) for twenty-four (24) monthsControl, and (ii) an amount equal to the annual Bonus which the Executive would have been entitled to receive in respect of the year of termination based on the achievement of any performance objectives for the Company and the Executive at no less than target level for such year of termination, prorated for then the amount of severance payable pursuant to this Section 4(a)(ii) shall be four times Executive’s Annual Base Salary, whether or not the year Company waives the non-competition restrictions in which Section 9 (with respect to a Date of Termination that occurs within the three-month period preceding a Change in Control, if Executive was employedhas already been paid pursuant to this Section 4(a)(ii) before the Change in Control occurs and Executive is entitled to an additional amount pursuant to this Section 4(a)(ii), which such additional amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 within 10 days of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”Change in Control). (3iii) Except as set forth in this Subject to Section 54(d), if Executive (and the eligible members of his family) timely elect COBRA continuation coverage, the Company shall have no further severance, payment or other benefit obligations to the Executive other than monthly premium for the continuance first 12 months of benefits under such COBRA continuation coverage shall be the Benefit Plans monthly premium charged to the Date of Termination and such obligations which may be expressly provided to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between the Executive and the Company and approved by the Boardan active employee for similar coverage.

Obligations of the Company Upon Termination. (1a) If (i) By the Executive for Good Reason; By the Company Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive’s employment without other than for Cause, or Disability of the Executive, (ii) the Executive’s employment shall terminate due to the Executive’s death Death or Disability or (iii) the Executive shall terminate her employment, employment for Good Reason, then : (i) the Company shall pay to the Executive in a lump sum in cash within ten (10) 30 days after the Date of Termination the sum aggregate of the following amounts: (A) the sum of (1) the Executive’s Annual Base Salary for two yearsthrough the Date of Termination to the extent not theretofore paid, plus (B2) all unreimbursed the Executive’s business expenses and other accrued that are reimbursable pursuant to Section 4(b)(v) but unpaid compensation described in Section 4(b)have not been reimbursed by the Company as of the Date of Termination; (y3) without duplication, any annual the Executive’s Annual Bonus earned but not yet paid for any the fiscal year ending prior to immediately preceding the fiscal year in which the Date of Termination occurs, payable at if such bonus has been determined but not paid as of the time otherwise scheduled Date of Termination; (4) any accrued vacation pay to be the extent not theretofore paid (the sum of the amounts described in subclauses (x1), (2), (3) and (y4), the “Accrued Obligations”); ) and (z) any amount arising from the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts shall be payable in accordance with the terms and conditions of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO. (2) Not in limitation of Section 6(a), if the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery by the Executive of a general release of claims in favor of the Company in a form reasonably satisfactory to the Company (“Release”), the Company shall pay to the Executive (i) a termination settlement which shall be paid in substantially equal installments in accordance with the customary payroll practices of the Company, in an amount equal to the Base Salary (as in effect on the date of termination) for twenty-four (24) months, and (ii5) an amount equal to the annual product of (x) the Recent Average Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 (the “Pro Rata Bonus”); provided that notwithstanding the foregoing, if the Executive would have been entitled has made an election to receive in respect defer any portion of the year of termination based on Annual Base Salary or the achievement of any performance objectives for the Company and the Executive at no less than target level for such year of termination, prorated for the amount of the year Annual Bonus described in which Executive was employed, which amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination clauses (such salary continuation and bonus payments, the “Severance Benefits”). 1) or (3) Except as set forth in above, then for all purposes of this Section 56 (including, without limitation, Sections 6(b) through 6(d)), such deferral election, and the Company terms of the applicable arrangement shall have no further severance, payment or other benefit obligations apply to the Executive other than for same portion of the continuance amount described in such clause (1) or clause (3), and such portion shall not be considered as part of benefits under the Benefit Plans “Accrued Obligations” but shall instead be an “Other Benefit” (as defined below); and (B) the amount equal to the Date product of Termination (1) two and such obligations which may be expressly provided to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between (2) the Executive sum of (x) the Executive’s Annual Base Salary and (y) the Company and approved by the Board.Recent Average Bonus;

Obligations of the Company Upon Termination. (1) 4.1 If (i) by the Company other than for Cause or by the Executive for Good Reason. If during the Employment Period, the Company shall terminate the Executive’s employment without other than for Cause, or Disability of the Executive, (ii) the Executive’s employment shall terminate due to the Executive’s death or Disability or (iii) if the Executive shall terminate her employment, employment for Good Reason, then the Company’s obligations to the Executive shall be as follows: (a) The Company shall shall, within thirty business days of the Termination Date, pay to the Executive within ten (10) days after the Date of Termination a single lump sum cash payment equal to the sum of (A) the Executive’s Base Salary for two years, plus (B) all unreimbursed business expenses and other accrued but unpaid compensation described in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid for any fiscal year ending prior to the fiscal year in which the Date of Termination occurs, payable at the time otherwise scheduled to be paid (the amounts described in (x) and (y), the “Accrued Obligations”); and (z) any amount arising from the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts shall be payable in accordance with the terms and conditions of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO.following amounts: (2) Not in limitation of Section 6(a), if the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery by the Executive of a general release of claims in favor of the Company in a form reasonably satisfactory to the Company (“Release”), the Company shall pay to the Executive (i) a termination settlement which shall be paid in substantially equal installments in accordance with the customary payroll practices of the Company, in an amount equal to the Base Salary (as in effect on extent not previously paid, the salary and any accrued paid time off through the date of termination) for twenty-four (24) months, and the Change in Control; (ii) an amount equal to the product of (i) the annual Bonus which the Executive would have been entitled to receive in respect of the year of termination based on the achievement of any performance objectives bonus for the Company and calendar year immediately preceding the Executive at no less than target level for such year of termination, prorated for the amount of the calendar year in which the Change in Control occurs multiplied by (ii) a fraction, the numerator of which is the number of days employed by the Company during the calendar year in which the Change in Control occurs, and the denominator of which is 365; (iii) all amounts previously deferred by the Executive was employedunder any nonqualified deferred compensation plan sponsored by the Company, which together with any accrued earnings thereon, and not yet paid by the Company; (iv) an amount equal to three (3) times the sum of the Executive’s Annual Base Salary and the Annual Bonus. (b) The Executive shall be paid become fully vested in any and all stock incentive awards granted to the Executive when under any plan or otherwise which have not become exercisable as of the date of the Change in Control and all stock options (including options vested as of the Change in Control) shall remain exercisable until the applicable option expiration date. All forfeiture conditions that as of a Change in Control are applicable to any stock option, deferred stock unit, restricted stock or restricted share units awarded to the Executive by the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”)shall lapse immediately. (3c) Except as set forth provided in this Section 5subsections (d) and (e), for a one year period following the Executive’s termination of employment, the Company shall arrange to provide the Executive and his family welfare benefits (including, without limitation, medical, dental, health, disability, individual life and group life insurance benefits) which are at least as favorable as those provided under the most favorable welfare plans of the Company applicable with respect to the Executive and his family during either the (i) 90-day period immediately preceding the Change in Control, or (ii) the 90-day period immediately preceding the Executive’s Termination Date. Notwithstanding the foregoing, if the Executive obtains comparable coverage under any welfare benefits provided by another employer, then the amount of coverage required to be provided by the Company hereunder shall be reduced by the amount of coverage provided by such other employer’s welfare benefit plans. (d) The Executive’s rights under this Section shall be in addition to and not in lieu of any post-termination continuation coverage or conversion rights the Executive may have no further severancepursuant to applicable law, payment including, without limitation, continuation coverage required by Section 4980B of the Code (“COBRA Continuation Coverage”). If the Executive elects to receive COBRA Continuation Coverage, the Company shall pay all of the required premiums for the Executive and/or the Executive’s family for the 12 months following the Executive’s Termination Date. (e) If the Executive elects to convert any group term life insurance to an individual policy, the Company shall pay all premiums for 12 months and the Executive shall cease to participate in the Company’s group term life insurance. (f) The Company shall, at its sole expense, as incurred, pay on behalf of Executive up to $25,000 in fees and costs charged by a nationally recognized outplacement firm selected by the Executive to provide outplacement service for one year after the Termination Date. (g) To the extent that immediately prior to the Change in Control, the Executive has been on the payroll of, and participated in the incentive or employee benefit plans of, a subsidiary of Cornerstone, the references to the Company contained in this Agreement referring to benefits to which the Executive may be entitled shall be read to refer to such subsidiary. (h) If the Executive’s employment with the Company as a common law employee is terminated by the Company other benefit obligations than for Cause or by the Executive for Good Reason, the Company’s re-engagement of the Executive as a consultant, an advisor or otherwise as an independent contractor to the Company shall not prohibit the Executive from receiving the payments and benefits provided in this Section 4.1. 4.2 If by the Company for Cause or by the Executive other than for Good Reason. If, during the continuance of benefits under Employment Period, the Benefit Plans Company terminates the Executive’s employment for Cause or if the Executive terminates employment other than for Good Reason (including death or disability), this Agreement shall terminate without further obligation by the Company, other than the obligation to pay to the Date of Executive in cash the Executive’s unpaid salary through the Termination and such obligations which may be expressly provided Date, plus any accrued paid time off, in each case to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between the Executive and the Company and approved by the Boardextent not previously paid.

Obligations of the Company Upon Termination. (1a) If (i) the Company shall terminate terminates the ExecutiveEmployee’s employment without Cause, for Cause or Disability of the ExecutiveEmployee, (ii) or the ExecutiveEmployee’s employment shall terminate terminates due to the ExecutiveEmployee’s death or Disability or (iii) the Executive shall terminate her employment, for Good Reasondeath, then the Company shall pay to the Executive within ten Employee (10i) days after the pro-rata portion of the Employee’s Base Salary through the Date of Termination to the sum of extent not theretofore paid in accordance with the Company’s then current payroll practices, but no further Base Salary; (Aii) any earned, but unpaid, Annual Bonus, except if the Executive’s Base Salary Employee was terminated for two years, plus Cause; (Biii) all unreimbursed business expenses and other accrued but unpaid compensation described in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid for any fiscal year ending prior to the fiscal year extent reimbursable in which accordance with the Date of Termination occurs, payable at Company’s then current policy regarding the time otherwise scheduled to be paid (the amounts described in (x) and (y), the “Accrued Obligations”)same; and (ziv) any amount arising from payable as a result of the ExecutiveEmployee’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”)benefit plan of the Company, which amounts amount shall be payable in accordance with the terms and conditions of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTObenefit plans. (2b) Not in limitation of Section 6(a), if If the Company shall terminate terminates the ExecutiveEmployee’s employment without CauseCause or the Employee terminates his employment for Good Reason or the Employee’s employment terminates following the expiration of the Term as a result of a written notice delivered by the Company pursuant to Section 2(a), then upon the execution and delivery by the Executive of a general release of claims in favor of the Company in a form reasonably satisfactory to the Company (“Release”), the Company shall pay to the Executive Employee (i) a the Employee’s Base Salary through the greater of three months from the date of such termination settlement which shall be paid in substantially equal installments and the remainder of the Term as severance, but not more than 12 months of severance; (ii) any earned, but unpaid, Annual Bonus; (iii) all unreimbursed business expenses to the extent reimbursable in accordance with the customary payroll practices Company’s then current policy regarding the same; and (iv) any amount payable as a result of the Employee’s participation in, or benefits under, any benefit plan of the Company, in an amount equal to the Base Salary (as in effect on the date of termination) for twenty-four (24) months, and (ii) an amount equal to the annual Bonus which the Executive would have been entitled to receive in respect of the year of termination based on the achievement of any performance objectives for the Company and the Executive at no less than target level for such year of termination, prorated for the amount of the year in which Executive was employed, which amount shall be paid payable in accordance with the terms and conditions of such benefit plans. The Employee has no obligation to seek or obtain other engagements or employment to mitigate any damages to which the Executive when the Company pays bonuses Employee may be entitled by reason of any termination of this Agreement pursuant to its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”this Section 6(b). (3) Except as set forth in this Section 5, the Company shall have no further severance, payment or other benefit obligations to the Executive other than for the continuance of benefits under the Benefit Plans to the Date of Termination and such obligations which may be expressly provided to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between the Executive and the Company and approved by the Board.

Obligations of the Company Upon Termination. (1a) TERMINATION BY THE COMPANY (OTHER THAN TERMINATIONS FOR CAUSE, DEATH OR DISABILITY), OR TERMINATION BY THE EXECUTIVE FOR GOOD REASON. If (i) the Company shall terminate terminates the Executive’s employment without Causefor any reason other than for Cause (other than a termination for Disability or death), or Disability of the Executive, (ii) the Executive’s employment shall terminate due to the Executive’s death or Disability or (iii) the Executive shall terminate her employment, terminates his employment for Good Reason, then the Company shall pay to the Executive within ten (10) days after the Date of Termination the sum of (A) the Executive’s Base Salary for two yearsthen, plus (B) all unreimbursed business expenses and other accrued but unpaid compensation described in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid except for any fiscal year ending prior termination to the fiscal year in which the Date of Termination occurs, payable at the time otherwise scheduled to be paid (the amounts described in (xSection 5(d) and (y), the “Accrued Obligations”); and (z) any amount arising from the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts shall be payable in accordance with the terms and conditions of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO. (2) Not in limitation of Section 6(a), if the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery by the Executive of a general release of claims in favor of the Company in a form reasonably satisfactory to the Company (“Release”)applies, the Company shall pay to the Executive (i) a termination settlement which shall be paid in substantially equal installments in accordance with the customary payroll practices of the Company, in an amount cash payment equal to two times the sum of (A) the Executive’s Annual Base Salary (as in effect on the date of termination) for twenty-four (24) months, and (ii) an amount equal to the annual Bonus which the Executive would have been entitled to receive in respect of the year of termination based on the achievement of any performance objectives for the Company and the Executive at no less than target level for such year of termination, prorated for the amount of the year in which Executive was employed, which amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”). (3) Except as set forth in this Section 5, the Company shall have no further severance, payment or other benefit obligations to the Executive other than for the continuance of benefits under the Benefit Plans immediately prior to the Date of Termination and such obligations which may be expressly provided to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between (B) the greater of (1) the annual bonus earned by the Executive for the last completed fiscal year prior to the fiscal year in which the Date of Termination occurs and (2) the annual bonus the Executive would have earned for the fiscal year in which the Date of Termination occurs absent such termination (which amount shall be based upon the Company’s (and if applicable the Executive’s) actual performance against target (expressed as a percentage of achievement of targeted performance) applicable to the portion of the performance period during which the Executive was employed, with such percentage level of achievement annualized for the full fiscal year) (the greater of such amounts being referred to hereafter as the “Applicable Bonus Amount”); and (ii) any unpaid amounts of the Executive’s Annual Base Salary for periods prior to the Date of Termination and earned annual bonuses for completed fiscal years prior to the Date of Termination. The payment described in clause (i) of the preceding sentence shall be made ratably over the two-year period following the Date of Termination, in accordance with the Company’s normal payroll practices and the payments described in clause (ii) of the preceding sentence shall be made within 30 days of the Date of Termination. The Company shall also provide to the Executive (and, as applicable, his eligible dependents), in the event of such a termination continued participation at the Company’s expense in the Company’s medical, dental, prescription and approved vision care insurance plans (or substantially equivalent coverage under an alternative arrangement) for six months following the Date of Termination (or, if earlier, until the date the Executive obtains alternative coverage from a subsequent employer) following which, if no such alternative coverage has been obtained, the Executive will be entitled to elect continuation coverage (“COBRA”) in accordance with the provisions of Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), which COBRA coverage period shall begin at the close of the period of such continued participation. For purposes of this Agreement, the Executive’s employment shall be deemed to have been terminated within the thirteen month period following a Change in Control and during the Term by the BoardCompany without Cause (and shall be governed by Section 5(d)), if the Executive’s employment is terminated by the Company without Cause either (i) during the 120 day period prior to the execution of an agreement, the consummation of which would result in a Change in Control or (ii) following the execution of an agreement, the consummation of which would result in a Change in Control and such termination is effective at the time, or during the pendency, of such Change in Control (in either case whether or not such Change in Control actually occurs).

Obligations of the Company Upon Termination. (1) If (i) Upon the Company shall terminate the Executive’s employment without Cause, or Disability termination of the Executive, (ii) the Executive’s employment shall terminate due to the Executive’s death or Disability or (iii) the Executive shall terminate her employment, for Good Reason, then the Company shall pay to the Executive within ten (10) days after the Date of Termination the sum of this Agreement: (A) by the Executive’s Base Salary for two years, plus Executive pursuant to paragraph 5(a)(ii); or (B) all unreimbursed business expenses and other accrued but unpaid compensation described in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid for any fiscal year ending prior by the Company pursuant to the fiscal year in which the Date of Termination occurs, payable at the time otherwise scheduled to be paid (the amounts described in (x) and (yparagraph 5(b)(ii), the “Accrued Obligations”(iii); and (z) any amount arising from the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts shall be payable in accordance with the terms and conditions of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO. (2iv) Not in limitation of Section 6(a), if the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery by the Executive of a general release of claims in favor of the Company in a form reasonably satisfactory to the Company (“Release”), the Company shall pay to the Executive (i) a termination settlement which shall be paid in substantially equal installments in accordance with the customary payroll practices of the Company, in an amount equal to the Base Salary (as in effect on the date of termination) for twenty-four (24) months, and (ii) an amount equal to the annual Bonus which the Executive would have been entitled to receive in respect of the year of termination based on the achievement of any performance objectives for the Company and the Executive at no less than target level for such year of termination, prorated for the amount of the year in which Executive was employed, which amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”). (3) Except as set forth in this Section 5, the Company shall have no further severance, obligations hereunder other than the payment or of all compensation and other benefit obligations benefits payable to the Executive other than for through the continuance date of benefits such termination, including any earned but unpaid bonus under Section 4(b), all of which shall be paid on or before the Benefit Plans Company’s next regularly scheduled payday unless such amount is not then-calculable, in which case payment shall be made on the first regularly scheduled payday after the amount is calculable (provided that in the case of a termination by the Company pursuant to paragraph 5(b)(ii) or (iii), then (1) Executive (or his estate, as applicable) shall be entitled to receive payment of any bonus earned in the year prior to the Date year of Termination and such obligations which may be expressly provided termination but that is unpaid as of the termination date, to be paid at the same time such bonus would have been paid if no such termination had occurred (the “Earned But Unpaid Bonus”) and (2) All unvested stock options will all vest upon the Termination Date and the time for the Executive to exercise all options granted and vested shall be equal to the term of the option (the “Termination Options”). (ii) Upon termination of this Agreement: (A) by the Executive pursuant to paragraph 5(a)(i); or (B) by the Company pursuant to paragraph 5(b)(i) and provided that the Executive first executes and does not revoke a release agreement within the time period then-specified by the Company but in any event no later than twenty (20) days after the date of termination (the “Release”): (1) the Company shall pay the Executive an amount equal to twelve (24) months of Executive’s then-current Base Salary (less all applicable tax withholdings) payable in installments during the one year period immediately following the termination date in accordance with the then-current generally applicable payroll schedule of the Company commencing on the first regularly scheduled pay date of the Company processed after Executive has executed, delivered to the Company and not revoked the Release (with the first payment to include a catchup for any amounts that would have been paid had the Release been effective on the termination date); (2) conditioned on Executive’s proper and timely election to continue the Company’s health insurance benefits under COBRA, or under applicable state law, reimbursement of the additional costs incurred by Executive for continuing such benefits at the same level in which Executive participated prior to the date Executive’s employment terminated for the shorter of (a) twelve (12) months from the date of termination or (b) until the Executive obtains reasonably comparable coverage, with such reimbursements to survive on termination begin at the same time as severance pay set forth in any Section 5(c)(ii)(A); (3) the Earned But Unpaid Bonus (if any), to be paid at the same time such bonus would have been paid if no such termination had occurred; (4) all stock options, restricted stock unit and other written agreement entered into simultaneously or hereafter between stock-based awards granted to Executive that were scheduled to vest during the 12 month period immediately following Executive’s termination of employment shall become immediately vested and exercisable (if applicable) and with respect to restricted stock units and similar awards, including the RSUs described in Section 4(d) herein, shall be settled within 30 days after the termination date; and (5) Executive and shall be entitled to receive his annual bonus for the Company and approved year of termination as determined by the Board, pro-rated based on the number of days that Executive was employed by the Company during the year in which such termination of employment occurred (to be paid at the same time such bonus would have been paid if no such termination had occurred).

Obligations of the Company Upon Termination. (1) 5.1 If (i) by the Executive for Constructive Termination or by the Company Other Than for Cause or Disability. If, during the Employment Period, the Company shall terminate the Executive’s 's employment without Causeother than for Cause or Disability, or Disability of the Executive, (ii) the Executive’s employment shall terminate due to the Executive’s death or Disability or (iii) if the Executive shall terminate her employmentemployment for Constructive Termination, for Good Reason, then the Company shall pay Company's obligations to the Executive shall be as follows: (a) The Company shall, within ten (10) thirty business days after of such termination of employment, pay the Date of Termination Executive a cash payment equal to the sum of (A) the Executive’s Base Salary for two years, plus (B) all unreimbursed business expenses and other accrued but unpaid compensation described in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid for any fiscal year ending prior to the fiscal year in which the Date of Termination occurs, payable at the time otherwise scheduled to be paid (the amounts described in (x) and (y), the “Accrued Obligations”); and (z) any amount arising from the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts shall be payable in accordance with the terms and conditions of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO.following amounts: (2) Not in limitation of Section 6(a), if the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery by the Executive of a general release of claims in favor of the Company in a form reasonably satisfactory to the Company (“Release”), the Company shall pay to the Executive (i) a termination settlement which shall be paid in substantially equal installments in accordance with the customary payroll practices of the Company, in an amount equal to the extent not previously paid, the Annual Base Salary (as in effect on and any accrued paid time off through the date of termination) for twenty-four (24) months, and Termination Date; (ii) an amount equal to the annual product of (i) the Annual Bonus (as defined in Section 3.2(b)) for the Performance Period in which the Executive would have been entitled to receive in respect Termination Date occurs multiplied by (ii) a fraction, the numerator of which is the year number of termination based on the achievement of any performance objectives for the Company days actually worked during such Performance Period, and the Executive at no less than target level for such year denominator of terminationwhich is 365; or, prorated for if greater, the amount of any Annual Incentive paid or payable to the Executive with respect to the Performance Period for the year in which the Termination Date occurs; (iii) all amounts previously deferred by the Executive was employedunder any nonqualified deferred compensation plan sponsored by the Company, which amount together with any accrued earnings thereon, and not yet paid by the Company; and (b) The Company shall, within thirty business days of such termination of employment, pay the Executive a cash payment equal to three (3) times the sum of the Executive's Annual Base Salary and the Severance Incentive. (c) On the Termination Date, the Executive shall be paid become fully vested in any and all stock incentive awards granted to the Executive when under any Plan which have not become exercisable as of the Termination Date and all stock options (including options vested as of the Termination Date) shall remain exercisable until the applicable option expiration date. All forfeiture conditions that as of the Termination Date are applicable to any deferred stock unit, restricted stock or restricted share units awarded to the Executive by the Company pays bonuses pursuant to its employees generallythe LTIP, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”)a successor plan or otherwise shall lapse immediately. (3d) Except as set forth provided in this Section 5subsections (e) and (f), during the Employment Period (or until such later date as any Welfare Plan of the Company may specify), the Company shall have no further severance, payment or other benefit obligations continue to the Executive other than for the continuance of benefits under the Benefit Plans provide to the Date of Termination and such obligations which may be expressly provided to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between the Executive and the Executive's family welfare benefits (including, without limitation, disability, individual life and group life insurance benefits, but excluding medical or other health plans) which are at least as favorable as those provided under the most favorable Welfare Plans of the Company applicable (i) with respect to the Executive and approved his family during the 90-day period immediately preceding the Termination Date, or (ii) with respect to other peer executives and their families during the Employment Period. In determining benefits under such Welfare Plans, the Executive's annual compensation attributable to base salary and incentives for any plan year or calendar year, as applicable, shall be deemed to be not less than the Executive's Annual Base Salary and Annual Incentive. The cost of the welfare benefits provided under this Section 5.1(d) shall not exceed the cost of such benefits to the Executive immediately before the Termination Date or, if less, the Effective Date. Notwithstanding the foregoing, if the Executive obtains comparable coverage under any Welfare Plans sponsored by another employer, then the amount of coverage required to be provided by the BoardCompany hereunder shall be reduced by the amount of coverage provided by such other employer's Welfare Plans. (e) If the Executive elects to convert any group term life insurance to an individual policy, the Company shall pay all premiums for 12 months and the Executive shall cease to participate in the Company's group term life insurance. (f) The Executive's eligibility for any retiree medical coverage shall be determined under the relevant plan, with additional age or service credited provided in the Executive's employment agreement, if any. The Executive's rights under this Section shall be in addition to and not in lieu of any post-termination continuation coverage or conversion rights the Executive may have pursuant to applicable law, including, without limitation, continuation coverage required by Section 4980B of the Code ("COBRA Continuation Coverage"). If the Executive is not eligible for retiree medical coverage and elects to receive COBRA Continuation Coverage, the Company shall pay all of the required premiums for the Executive and/or the Executive's family for 12 months after the Termination Date. For purposes of determining eligibility for and the time of commencement of retiree benefits under any Welfare Plans of the Company, the Executive's credited service shall be the Executive's credited service at the Termination Date plus five years and the Executive's age shall be deemed to be the Executive's age at the Termination Date plus five years. If the Executive is eligible for additional credited service or deemed age under an employment agreement or other contract with the Company, the additional service and age provided by this Section 5.1(f) shall be in addition to any service and/or age credit provided under an employment agreement or contract. (g) The Executive shall be fully vested in the Company's Executive Supplemental Retirement Plan and Benefit Restoration Plan or any successor or replacement plans (the "Supplemental Plans"). For purposes of the Supplemental Plans, the Executive's credited service shall be the Executive's credited service at the Termination Date plus five years and the Executive's age shall be deemed to be the Executive's age at the Termination Date plus five years. The amount payable under Section 5.1(b) of this Agreement shall be taken into account for purposes of determining the amount of benefits to which the Executive is entitled under the Supplemental Plans as though the amount was earned equally over the Employment Period. If the Executive is eligible for additional credited service or deemed age under an employment agreement or other contract with the Company, the additional service and age provided by this Section 5.1(g) shall be in addition to any service and/or age credit provided under an employment agreement or contract. (h) The Company shall, at its sole expense, as incurred, pay on behalf of Executive up to $25,000 in fees and costs charged by a nationally recognized outplacement firm selected by the Executive to provide outplacement service for one year after the Termination Date.

Obligations of the Company Upon Termination. (1a) If (i) the Company shall terminate the If, other than during a Protected Period, Executive’s employment is terminated by the Company without Cause, or Disability of the Executive, Cause (ii) the Executive’s employment shall terminate and not due to the Executive’s death or Disability Disability) or (iii) the by Executive shall terminate her employment, for with Good Reason, then the Company shall pay or provide to Executive the Executive within ten following: (10i) days after A lump sum cash payment consisting of: (A) Executive’s Base Salary through the Date of Termination to the extent not theretofore paid; and (B) any annual bonus earned by Executive for a prior award period, but not yet paid to Executive (other than any portion of such annual bonus subject to a prior irrevocable deferral election under any deferred compensation arrangement subject to Section 409A of the Code, which portion shall instead be paid in accordance with the applicable deferral arrangement and any election thereunder) (the sum of the amounts described in clauses (A) and (B) shall be hereinafter referred to as the “Accrued Obligations”). The Accrued Obligations shall be paid to Executive within 15 days following the Date of Termination. (ii) Subject to Section 8(e), an amount in cash equal to the product of (A) 1.5 multiplied by (B) Executive’s Base Salary as in effect immediately prior to such termination, which amount shall be paid to Executive in three equal installments on each of (1) the date that is 55 days following the Date of Termination, (2) the date that is six months following the Date of Termination, and (3) the date that is 12 months following the Date of Termination. (iii) Subject to Section 8(e), an amount in cash equal to the product of (A) the Executive’s Base Salary for two years, plus actual annual bonus that Executive would have earned (based upon actual performance) in respect of the fiscal year in which the Date of Termination occurs if Executive had remained employed with the Company and its affiliates through the time such bonuses are paid multiplied by (B) all unreimbursed business expenses a fraction, the numerator of which is the number of days Executive was employed with the Company and other accrued but unpaid compensation described in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid for any its affiliates during such fiscal year ending prior and the denominator of which is the number of days in such fiscal year (the “Prorated Annual Bonus”), which amount shall be paid at the same time annual bonuses are paid to similarly situated executives of the Company; provided, however, that, if Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A of the Code to defer any portion of the annual bonus for the fiscal year in which the Date of Termination occurs, payable at then for all purposes of this Section 8 (including this Section 8(a)(iii) and Section 8(b)(iii)), such deferral election, and the time otherwise scheduled terms of the applicable arrangement, shall apply to the same portion of the Prorated Annual Bonus and such portion shall be considered an Other Benefit (as defined below). (iv) Subject to Section 8(e), an amount in cash equal to the product of (A) 1.67 multiplied by (B) the sum of (1) the excess of the monthly cost (as of the Date of Termination) to provide Executive and Executive’s dependents with continuation coverage under the health plan in which Executive was eligible to participate as of the Date of Termination under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) over the monthly employee contribution paid by Executive for such coverage prior to the Date of Termination, plus (2) the monthly cost of providing Executive with coverage under the Company’s executive medical benefit program as of the Date of Termination, multiplied by (C) 18, with such amount to be paid (on the amounts described in (x) and (y), 55th day following the “Accrued Obligations”); and (z) any amount arising from the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts shall be payable in accordance with the terms and conditions Date of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTOTermination. (2v) Not in limitation of Subject to Section 6(a8(e), if reasonable outplacement services in an amount not to exceed $20,000; provided that such outplacement benefits shall end not later than the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery by the Executive of a general release of claims in favor last day of the Company in a form reasonably satisfactory to second calendar year that begins after the Company Date of Termination. (“Release”)vi) To the extent not theretofore paid or provided, the Company shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or that Executive is eligible to receive under any plan, program, policy, practice, contract, or agreement of the Company and its affiliates through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”). (b) If, during a Protected Period, Executive’s employment is terminated by the Company without Cause (and not due to death or Disability) or by Executive with Good Reason, then the Company shall pay or provide to Executive the following: (i) a termination settlement The Accrued Obligations, which shall be paid in substantially equal installments in accordance with to Executive within 15 days following the customary payroll practices Date of the CompanyTermination. (ii) Subject to Section 8(e), in an amount in cash equal to the product of (A) 2.0 multiplied by (B) the sum of (1) Executive’s Base Salary (as in effect on immediately prior to such termination (or, if higher, as in effect immediately prior to the date consummation of terminationthe applicable Change in Control) for twenty-four (24) months, and (ii2) an amount equal Executive’s Target Bonus as in effect immediately prior to such termination (or, if higher, as in effect immediately prior to the annual Bonus which the Executive would have been entitled to receive in respect consummation of the year of termination based on the achievement of any performance objectives for the Company and the Executive at no less than target level for such year of termination, prorated for the amount of the year applicable Change in which Executive was employedControl), which amount shall be paid to Executive in a lump sum on the Executive when 55th day following the Company pays bonuses to its employees generally, but no later than April 15 Date of Termination; provided that in the event the applicable Change in Control is not a “change in control event” within the meaning of Section 409A of the year Code and the Treasury Regulations thereunder, then a portion of such amount equivalent to the amount that would have been payable to Executive under Section 8(a)(ii) upon a qualifying termination event thereunder shall (rather than be being paid on such 55th day) be paid on the same schedule as contemplated by Section 8(a)(ii); and provided, further, that, in the event the applicable Change in Control is a “change in control event” within the meaning of Section 409A of the Code and the Treasury Regulations thereunder, $550,000 of such amount shall (rather than being paid on such 55th day) be paid in two equal installments on the date that is six months following the year Date of termination Termination and the date that is 12 months following the Date of Termination (such salary continuation and bonus paymentsin each case, with interest at the “Severance Benefits”short-term rate under Section 1274(d) of the Code in effect as of the Date of Termination, from the 55th day following the Date of Termination through the date of payment). (3iii) Except as Subject to Section 8(e) and the proviso set forth in this Section 58(a)(iii), the Company shall have no further severance, payment or other benefit obligations an amount in cash equal to the Executive other than for the continuance of benefits under the Benefit Plans Prorated Annual Bonus; provided that such amount shall be determined based upon Executive’s Target Bonus as in effect immediately prior to the Date of Termination (or, if higher, as in effect immediately prior to the consummation of the applicable Change in Control), rather than actual performance, and shall be paid on the 55th day following the Date of Termination. (iv) Subject to Section 8(e), an amount in cash equal to the product of (A) 1.67 multiplied by (B) the sum of (1) the excess of the monthly cost (as of the Date of Termination) to provide Executive and Executive’s dependents with continuation coverage under the health plan in which Executive was eligible to participate as of the Date of Termination under COBRA over the monthly employee contribution paid by Executive for such obligations which may be expressly provided coverage prior to the Date of Termination, plus (2) the monthly cost of providing Executive with coverage under the Company’s executive medical benefit program as of the Date of Termination (or, if greater, as of immediately prior to the consummation of the applicable Change in Control), multiplied by (C) 24, with such amount to be paid on termination or the 55th day following the Date of Termination. (v) Subject to survive on termination Section 8(e), reasonable outplacement services in an amount not to exceed $20,000; provided that such outplacement benefits shall end not later than the last day of the second calendar year that begins after the Date of Termination. (vi) The Other Benefits, as set forth in Section 8(a)(vi). (c) If Executive’s employment is terminated due to Executive’s death or Disability, then the Company shall pay or provide Executive (or, if applicable, Executive’s estate or beneficiaries) the Accrued Obligations, the Prorated Annual Bonus, and the Other Benefits, at the time or times set forth in Sections 8(a)(i), 8(a)(iii), and 8(a)(vi), respectively, and shall have no other severance obligations under this Agreement. (d) If the Term and Executive’s employment is terminated by the Company with Cause or by Executive without Good Reason, then the Company shall pay or provide Executive the Accrued Obligations and the Other Benefits, at the time or times set forth in Sections 8(a)(i) and 8(a)(vi), respectively, and shall have no other severance obligations under this Agreement. (e) As a condition to the Company’s obligation to pay or provide the amounts or benefits set forth in Sections 8(a)(ii), 8(a)(iii), 8(a)(iv), 8(a)(v), 8(b)(ii), 8(b)(iii), 8(b)(iv), and 8(b)(v) Executive shall: (i) Within 45 days following the Date of Termination, execute and deliver (and not subsequently revoke) a Separation and Release Agreement in substantially the form attached hereto as Exhibit A. (ii) Comply with Sections 11 and 12; provided that this Section 8(e)(ii) shall not apply during a Protected Period, it being understood that this proviso is simply a limitation of remedies and does not release Executive from Executive’s obligation to comply with Sections 11 and 12 during a Protected Period. (f) Upon any other written agreement entered into simultaneously termination of Executive’s employment with the Company for any reason, Executive shall promptly resign from any position as an officer, director, or hereafter between fiduciary of the Company or any of its affiliates. (g) Nothing in this Agreement shall prevent or limit Executive’s continuing or future participation in any plan, program, policy, or practice provided by the Company or its affiliates and for which Executive may qualify. Notwithstanding the foregoing, if Executive receives payments and benefits pursuant to Section 8(a) or 8(b), Executive shall not be entitled to any severance pay or benefits under any severance plan, program, or policy of the Company and approved by the Boardits affiliates, unless otherwise specifically provided therein in a specific reference to this Agreement.

Obligations of the Company Upon Termination. (1) If (i) the Company shall terminate the Executive’s employment without Cause, or Disability of the Executive, (ii) the Executive’s employment shall terminate due to the Executive’s death or Disability or (iii) the Executive shall terminate her employment, for Good Reason, then the Company shall pay to the Executive in a lump sum in cash within ten (10) 30 days after the Date of Termination the sum of (A1) the Executive’s 's Annual Base Salary for two years, plus (B) all unreimbursed business expenses and other accrued but unpaid compensation described in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid for any fiscal year ending prior to the fiscal year in which through the Date of Termination occursto the extent not theretofore paid; (2) the product of (x) the Target Bonus Amount and (y) a fraction, payable at the time otherwise scheduled numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365; (3) any accrued vacation pay to be the extent not theretofore paid; and (4) the Executive's Supplemental Salary, if applicable, for periods through the Date of Termination, to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the "Accrued Obligations"); (ii) the Executive shall receive Retirement Benefits (as defined below) from and after the Date of Termination on the following basis: (A) if he has not reached the age of 55 as of the Date of Termination, he shall be deemed, for purposes of all determinations with respect to the Retirement Benefits, to have attained the age of 55 as of the Date of Termination, and his years of service shall be increased as if he had been employed for an additional a number of years of service (and fractions thereof) equal to the number of years (and fractions thereof) from the Date of Termination through his 55th birthday; (B) "Retirement Benefits" shall mean (x) qualified defined benefit retirement benefits and excess or supplemental retirement benefits, together with (y)) retiree medical, long-term disability, dental, accidental death and dismemberment and life insurance benefits for the “Accrued Obligations”); and (z) any amount arising from Executive and/or the Executive’s participation in's dependents, or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts shall be payable in each case in accordance with the terms plans, programs, practices and conditions policies as may be in effect at the Date of Termination; provided, that in no event shall any such Benefit benefits be less favorable than those that the Executive (and his dependents, if applicable) would have received under PanEnergy's qualified and nonqualified retirement plans and retiree medical and other welfare benefit plans as in effect at the Effective Time ("Current Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO. (2) Not in limitation of Section 6(a"), if the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery by the Executive of a general release of claims in favor of the Company in a form reasonably satisfactory to the Company (“Release”), the Company shall pay to the Executive (i) a termination settlement which shall be paid in substantially equal installments in accordance with the customary payroll practices of the Company, in an amount equal to the Base Salary (as Current Plans had remained in effect on the date without amendment as of termination) for twenty-four (24) months, and (ii) an amount equal to the annual Bonus which the Executive would have been entitled to receive in respect of the year of termination based on the achievement of any performance objectives for the Company and the Executive at no less than target level for such year of termination, prorated for the amount of the year in which Executive was employed, which amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”). (3) Except as set forth in this Section 5, the Company shall have no further severance, payment or other benefit obligations to the Executive other than for the continuance of benefits under the Benefit Plans to the Date of Termination and the Executive had been eligible to retire under the Current Plans as of the Date of Termination; and (C) the Company may elect to provide any or all of the Retirement Benefits (other than those actually provided from qualified plans) through individual arrangements or otherwise not through Company-sponsored plans, so long as the net after-tax Retirement Benefits provided to the Executive and his dependents are not less than they would have enjoyed had they received such obligations which may be expressly provided Retirement Benefits under Company-sponsored plans; and (iii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously provided or hereafter between which the Executive and is eligible to receive with respect to the Deferred Account or under any plan, program, policy or practice or contract or agreement of the Company as of the Date of Termination (such other amounts and approved by benefits shall be hereinafter referred to as the Board"Other Benefits").

Obligations of the Company Upon Termination. (A) If, during the Protected Period, the Company involuntarily terminates Executive's employment other than for Cause (excluding termination for death or Disability) or Executive voluntarily terminates employment for Good Reason and Executive executes a separation agreement substantially in the form attached hereto as Exhibit "A" ("Separation Agreement"): (1) If (i) the Company shall terminate the Executive’s employment without Cause, or Disability of the Executive, (ii) the Executive’s employment shall terminate due to the Executive’s death or Disability or (iii) the Executive shall terminate her employment, for Good Reason, then the Company shall pay to the Executive Executive, within ten (10) 30 days after the Date of Termination Termination, or if later, within 5 days of the Separation Agreement signed by Executive becoming legally effective, the following: (a) a lump sum payment equal to Executive's accrued, but unpaid base salary through the date of termination, less all applicable deductions; (Ab) a lump sum payment equivalent to 2.99 times Executive's final annual base salary, less all applicable deductions; (c) a lump sum payment equivalent to 2.99 times Executive's annual performance bonus target as approved by the Compensation and Benefits Committee of EDS' Board of Directors for the year in which he/she is terminated, less all applicable deductions; (d) excluding any performance based restricted stock units, all deferred EDS stock units, restricted stock units, and/or stock options awarded to Executive that remain outstanding on the date of termination shall immediately vest, shall immediately be freed of any restrictions regarding their sale or transfer (other than any such restrictions arising by operation of law or pursuant to the terms of any applicable deferral plan), and with regard to all stock options, other than those stock options awarded to Executive on January 9, 2004, as part of the acquisition of The Xxxx Group, Inc., they shall be exercisable for a period of one (1) year from the date of termination. With respect to those stock options awarded to Executive as part of the acquisition of The Xxxx Group, Inc., they shall be exercisable for the full term of the award as defined in the grant agreement; and (e) with regard to any performance based restricted stock units awarded to Executive’s Base Salary for two years, plus the disposition of such awards upon termination of employment following a Change of Control shall be determined pursuant to the specific provisions of each individual performance based restricted stock unit award agreement(s). This Agreement shall have no force and/or effect with regard to any performance based restricted stock unit awarded to Executive. For purposes of this Agreement, the term performance based restricted stock unit shall mean restricted stock units awarded to Executive pursuant to a grant agreement specifying that the actual number of stock units to ultimately be awarded at the end of the performance period is contingent upon specified criteria related to EDS' performance. (B) all unreimbursed business expenses and other accrued but unpaid compensation described in Section 4(b); (y) without duplicationIf Executive's employment is involuntarily terminated for Cause, any annual Bonus earned but not yet paid for any fiscal year ending prior to death or Disability during the fiscal year in which the Date of Termination occursProtected Period, payable at the time otherwise scheduled to be paid (the amounts described in (x) and (y), the “Accrued Obligations”); and (z) any amount arising from the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts shall be payable in accordance with the terms and conditions of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO. (2) Not in limitation of Section 6(a), if the Company shall terminate provide to Executive his/her accrued, but unpaid base salary through the Executive’s employment without Causedate of termination, then upon the execution less all applicable deductions, and delivery by the shall have no other severance and/or separation obligations to Executive of a general release of claims in favor of the Company in a form reasonably satisfactory pursuant to the Company (“Release”)terms of this Agreement. If Executive voluntarily terminates his/her employment during the Protected Period other than for Good Reason, the Company shall pay to the Executive (i) a termination settlement which shall be paid in substantially equal installments in accordance with the customary payroll practices of the Companyhis/her accrued, in an amount equal to the Base Salary (as in effect on but unpaid base salary through the date of termination) for twenty-four (24) months, less all applicable deductions, and (ii) an amount equal shall have no other severance and/or separation obligations to Executive pursuant to the annual Bonus which the Executive would have been entitled to receive in respect terms of the year of termination based on the achievement of any performance objectives for the Company and the Executive at no less than target level for such year of termination, prorated for the amount of the year in which Executive was employed, which amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”)this Agreement. (3C) Except as set forth Notwithstanding any provision in this Section 5Agreement to the contrary, this Agreement will be interpreted, applied and to the minimum extent necessary, unilaterally amended by EDS, so that the Agreement does not fail to meet, and is operated in accordance with, the Company shall have no further severance, payment or other benefit obligations to requirements of Section 409A of the Executive other than for the continuance of benefits under the Benefit Plans to the Date of Termination and such obligations which may be expressly provided to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between the Executive and the Company and approved by the BoardInternal Revenue Code.

Obligations of the Company Upon Termination. (1a) If (i) By the Executive for Good Reason; By the Company Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive’s employment without other than for Cause, or Disability of the Executive, (ii) the Executive’s employment shall terminate due to the Executive’s death Death or Disability or (iii) the Executive shall terminate her employment, employment for Good Reason, then : (i) the Company shall pay to the Executive in a lump sum in cash within ten (10) 30 days after the Date of Termination the sum aggregate of the following amounts: (A) the sum of (1) the Executive’s Annual Base Salary for two yearsthrough the Date of Termination to the extent not theretofore paid, plus (B2) all unreimbursed the Executive’s business expenses and other accrued that are reimbursable pursuant to Section 4(b)(v) but unpaid compensation described in Section 4(b)have not been reimbursed by the Company as of the Date of Termination; (y3) without duplication, any annual the Executive’s Annual Bonus earned but not yet paid for any the fiscal year ending prior to immediately preceding the fiscal year in which the Date of Termination occurs, payable at if such bonus has been determined but not paid as of the time otherwise scheduled Date of Termination; (4) any accrued vacation pay to be the extent not theretofore paid (the sum of the amounts described in subclauses (x1), (2), (3) and (y4), the “Accrued Obligations”); ) and (z) any amount arising from the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts shall be payable in accordance with the terms and conditions of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO. (2) Not in limitation of Section 6(a), if the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery by the Executive of a general release of claims in favor of the Company in a form reasonably satisfactory to the Company (“Release”), the Company shall pay to the Executive (i) a termination settlement which shall be paid in substantially equal installments in accordance with the customary payroll practices of the Company, in an amount equal to the Base Salary (as in effect on the date of termination) for twenty-four (24) months, and (ii5) an amount equal to the annual product of (x) the Recent Average Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 (the “Pro Rata Bonus”); provided that notwithstanding the foregoing, if the Executive has made an election to defer any portion of the Annual Base Salary or the Annual Bonus described in clauses (1) or (3) above, then for all purposes of this Section 6 (including, without limitation, Sections 6(b) through 6(d)), such deferral election, and the terms of the applicable arrangement shall apply to the same portion of the amount described in such clause (1) or clause (3), and such portion shall not be considered as part of the “Accrued Obligations” but shall instead be an “Other Benefit” (as defined below); and (B) the amount equal to the product of (1) one and one half and (2) the sum of (x) the Executive’s Annual Base Salary and (y) the Recent Average Bonus; (ii) all share options and other equity-based awards held by the Executive immediately shall vest and (in the case of share options) remain exercisable for the remainder of their terms, and any performance conditions relating to those share options or other equity-based awards shall be deemed to have been satisfied at the greater of target performance levels and actual performance (annualized for the full performance period) as of the Date of Termination; (iii) the Company shall provide the Executive with the additional contributions that would have been made on the Executive’s behalf in the pension and retirement plans of the Company and its affiliated companies in which the Executive participates, plus the additional amount of any benefit the Executive would have been entitled to receive in respect accrued under any excess or supplemental retirement plan of the year of termination based on the achievement of any performance objectives for the Company and its affiliated companies in which the Executive at no less than target participates, in each case, that the Executive would have received if the Executive’s employment had continued for 12 months after the Date of Termination; provided, however, if any contribution or participation limits would prevent the Executive from receiving the full value of the benefits contemplated hereunder, any portion of the benefits that cannot be provided under the applicable benefit plans shall instead be paid in a lump sum in cash within 30 days after the Date of Termination; (iv) the Executive shall be permitted to continue participating in the medical plan of the Company and its affiliated companies in which the Executive participated as of the Date of Termination for 12 months after the Date of Termination; provided, however, if any participation limits would prevent the Executive from receiving the benefits contemplated hereunder, the Executive shall instead receive an amount equal to the cost of premiums for continued participation in the medical plan of the Company and its affiliated companies with respect to the maximum level for such year of termination, prorated coverage in effect for the amount Executive and his or her spouse and dependents on the Date of Termination for 12 months after the year in which Executive was employedDate of Termination, which amount shall be paid to in a lump sum in cash within 30 days after the Date of Termination; (v) the Company shall, at its sole expense as incurred, provide the Executive when with outplacement services the Company pays bonuses to its employees generallyscope and provider of which shall be selected by the Executive in the Executive’s sole discretion, but no the cost thereof shall not exceed $40,000; provided, further, that such outplacement benefits shall end not later than April 15 that the last day of the second calendar year following that begins after the year Date of termination (such salary continuation and bonus payments, the “Severance Benefits”).Termination; and (3vi) Except except as otherwise set forth in this the last sentence of Section 57, to the extent not theretofore paid or provided, the Company shall have no further severance, payment timely pay or other benefit obligations provide to the Executive any other than for the continuance of amounts or benefits under the Benefit Plans to the Date of Termination and such obligations which may be expressly provided required to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously provided or hereafter between that the Executive and is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and approved by its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the Board“Other Benefits”) in accordance with the terms of the underlying plans or agreements.

Obligations of the Company Upon Termination. (1a) If (i) By the Company shall terminate Other Than for Cause; or By the Executive for Good ----------------------------------------------------------------- Reason. If, during the Employment Period, the Company terminates the Executive’s 's ------ employment without (other than for Cause, ) or Disability of the Executive, (ii) the Executive’s employment shall terminate due to the Executive’s death or Disability or (iii) the Executive shall terminate her employment, terminates employment for Good Reason, then the Executive's right to the accrued Pension Enhancement calculated based on the Executive's service to the Date of Termination shall become nonforfeitable; and the Executive shall be entitled to a lump sum payment (before taxes) equal to one year's current base salary, plus a 100% target bonus for Executive's salary grade (currently 55% of base salary). The Company shall also pay to the Executive Executive, in a lump sum in cash within ten (10) 30 days after the Date of Termination the sum of (A) Termination, the Executive’s Base Salary for two years, plus (B) all unreimbursed business expenses and other 's accrued but unpaid cash compensation described in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid for any fiscal year ending prior to the fiscal year in which the Date of Termination occurs, payable at the time otherwise scheduled to be paid (the amounts described in (x) and (y), the “"Accrued Obligations”); and (z) any amount arising from the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”"), which amounts shall be payable in accordance with the terms and conditions of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to to, (1) the Executive's base salary through the Date of Termination that has not yet been paid and an amount representing a 100% target bonus for the Executive's salary grade for the year of termination, multiplied by a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 (the "Annual Bonus Amount"), (2) any accrued but unused PTO. unpaid vacation pay, and (23) Not similar unpaid items that have accrued or to which the Executive has become entitled as of the Date of Termination, including declared but unpaid bonuses and unreimbursed employee business expenses; provided, however, that the Company's obligation to make any payments under this paragraph(a) to the extent any such payment shall not have accrued as of the day before the Date of Termination shall also be conditioned upon the Executive's execution, and non-revocation, of a written release, substantially in limitation of Section 6(athe form attached hereto as Annex 1 (the "Release"), if of any and all claims against the Company shall terminate and all related parties with respect to all matters arising out of the Executive’s 's employment without Cause, then upon the execution and delivery by the Executive Company or the termination thereof (other than any entitlements under the terms of a general release of claims in favor this Agreement to indemnification or under any other plans or programs of the Company in which the Executive participated and under which the Executive has accrued and is due a form reasonably satisfactory to benefit). As further consideration for the Company (“Executive's Release”), the Company shall pay to the Executive (i) execute a termination settlement which shall be paid release in substantially equal installments in accordance with the customary payroll practices favor of the CompanyExecutive, in an amount equal to the Base Salary (as in effect on the date of termination) for twenty-four (24) monthsthe Release becomes irrevocable, and (ii) an amount equal to substantially in the annual Bonus which the Executive would have been entitled to receive in respect of the year of termination based on the achievement of any performance objectives for the Company and the Executive at no less than target level for such year of termination, prorated for the amount of the year in which Executive was employed, which amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”)form attached hereto as Annex 2. (3) Except as set forth in this Section 5, the Company shall have no further severance, payment or other benefit obligations to the Executive other than for the continuance of benefits under the Benefit Plans to the Date of Termination and such obligations which may be expressly provided to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between the Executive and the Company and approved by the Board.

Obligations of the Company Upon Termination. (1) If (i) Upon the Company shall terminate termination of the Executive’s employment without Cause, or Disability of the Executive, (ii) the Executive’s employment shall terminate due to the Executive’s death or Disability or (iii) the Executive shall terminate her employment, for Good Reason, then the Company shall pay to the Executive within ten (10) days after the Date of Termination the sum of under this Agreement: (A) pursuant to the expiration of the Term upon notice of non-renewal of the Term given by the Executive’s Base Salary for two years, plus ; (B) all unreimbursed business expenses and other accrued but unpaid compensation described in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid for any fiscal year ending prior to the fiscal year in which the Date of Termination occurs, payable at the time otherwise scheduled to be paid (the amounts described in (x) and (y), the “Accrued Obligations”); and (z) any amount arising from the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts shall be payable in accordance with the terms and conditions of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO. (2) Not in limitation of Section 6(a), if the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery by the Executive of a general release of claims in favor of pursuant to Section 5(b)(ii); or (C) by the Company in a form reasonably satisfactory pursuant to the Company (“Release”Section 5(c)(ii), the Company shall pay to the Executive (i) a termination settlement which shall be paid in substantially equal installments in accordance with the customary payroll practices of the Companyiii), in an amount equal to the Base Salary (as in effect on the date of termination) for twenty-four iv), or (24) months, and (ii) an amount equal to the annual Bonus which the Executive would have been entitled to receive in respect of the year of termination based on the achievement of any performance objectives for the Company and the Executive at no less than target level for such year of termination, prorated for the amount of the year in which Executive was employed, which amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”v). (3) Except as set forth in this Section 5, the Company shall have no further severanceobligations hereunder other than (i) the Executive’s accrued but unpaid salary through the date of termination and any other compensation earned but not yet paid as of the date of termination, payment which shall be paid, in accordance with applicable law, on or other benefit obligations before the Company’s next regularly scheduled payday, (ii) any unreimbursed business expenses incurred by the Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to the Executive other under any qualified retirement plan or health and welfare benefit plan in which the Executive was a participant in accordance with applicable law and the provisions of such plan. (ii) Upon termination of the Executive’s employment under this Agreement, except as provided for in Section 5(d)(iii) in the case of a Termination of this Agreement in connection with a “Change in Control” or “Corporate Transaction” (as each such term is defined in the Plan): (A) by the Executive pursuant to Section 5(b)(i), or (B) by the Company pursuant to Section 5(c)(i) or upon notice of non-renewal of the Term given by the Company and, in any such case, provided that the Executive first executes and does not revoke a separation agreement containing a release of claims in the form acceptable to the Company within the time period then-specified by the Company but in any event no later than sixty (60) days after the date of termination (the “Release”), complies with all provisions of the Release (including any non-disparagement and confidentiality provisions), and returns all Company property: (1) the Company shall pay the Executive an amount equal to twelve (12) months of Executive’s then-current Base Salary (less all applicable deductions) payable in installments in accordance with the then-current generally applicable payroll schedule of the Company commencing on the first regularly scheduled pay date of the Company processed after Executive has executed and delivered to the Company the Release and such Release has become effective according to its terms; (2) provided that the Executive has been employed for at least six (6) months during the calendar year of the termination of this Agreement, the Company shall pay the Executive an amount equal to the prorated portion (based on the number of days of the Executive’s employment during the year of termination) of the Target Bonus the Executive would have earned under Section 4(b) for the continuance applicable calendar year (less all applicable deductions), payable in a lump sum on the first payroll cycle following January 1 of the year following the year in which this Agreement is terminated. For illustration, if the Executive’s employment is terminated as of September 30 of a year and the Compensation Committee determines that the Executive would be eligible for 70% of the Target Bonus based on the Committee’s assessment of individual and corporate performance during the year of termination, then the amount payable under this Section would be the amount determined by multiplying 75% (i.e., a pro ration reflecting ¾ of the year) by 70% of the Target Bonus for such year; (3) if the Executive timely elects continued coverage under COBRA for himself and his covered dependents under the Company’s group health plans following such termination, then the Executive will be entitled to the following COBRA benefits: the Company shall pay the COBRA premiums necessary to continue the Executive’s and his covered dependents’ health insurance coverage in effect for himself (and his covered dependents) on the termination date until the earliest of (i) twelve (12) months following the termination date; (ii) the date when the Executive becomes eligible for health insurance coverage in connection with new employment or self-employment; or (iii) the date the Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), the “Non-CIC COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on the Executive’s behalf would result in a violation of applicable law (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay the Executive on the last day of each remaining month of the Non-CIC COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding. Nothing in this Agreement shall deprive the Executive of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Benefit Plans Company; (4) each Equity Award held by the Executive at the time of termination shall immediately vest. The Company and the Executive hereby agree that the Equity Awards shall be deemed amended to the Date of Termination and such obligations which extent necessary to give effect to this provision; and (5) the Options may be expressly exercised as to any vested shares subject to the Options through the earlier of: (i) the date that is twelve (12) months following the termination of the Executive’s Continuous Service, or (ii) the original expiration date applicable to each of the Options, unless terminated earlier in accordance with the terms of the Plan and the Option Documents. Except as provided in this Agreement, all terms, conditions and limitations applicable to the Options will remain in full force and effect pursuant to the Plan and the Option Documents. The Company makes no representations or guarantees regarding the status of the Executive’s Options as incentive stock options (ISOs). The Executive understands and agrees if any Option that otherwise qualifies as an ISO is exercised with respect to any vested shares later than the date that is three (3) months following the termination date, such Option will be paid on treated as a non-qualified stock option (“NSO”), and the Executive will be obligated to satisfy his tax obligations that arise when he exercises such Option. No shares of the Company’s common stock will be issued to the Executive in respect of any Options treated as NSOs unless and until the Executive satisfies such tax obligations. The Executive acknowledges that the Company is not providing tax advice to him and that he has been advised by the Company to seek independent tax advice with respect to the exercise and modification of the Options. (iii) Upon termination of this Agreement within twelve months following a Change in Control or Corporate Transaction: (A) by the Executive pursuant to survive on termination as Section 5(b)(i), or (B) by the Company pursuant to Section 5(c)(i) or upon notice of non-renewal of the Term given by the Company in any such case, the Executive shall be entitled to the following severance benefits, subject to execution and non-revocation of the Release in conformance with the timing requirements set forth in Section 5(d)(ii), compliance with all provisions of the Release (including any other written agreement entered into simultaneously or hereafter between non-disparagement and confidentiality provisions), and return of all Company property: (1) the Company shall pay the Executive an amount equal to eighteen (18) months of the Executive’s then-current Base Salary (less all applicable deductions) payable in a lump sum payment on the first regularly scheduled pay date of the Company processed after the Executive has executed and delivered to the Company the Release and such Release has become effective according to its terms; (2) the Company shall pay the Executive an amount equal to one and one half (1.5) times the Executive’s Target Bonus amount (less all applicable deductions) payable in a lump sum payment on the first regularly scheduled pay date of the Company processed after the Executive has executed and delivered to the Company the Release and such Release has become effective according to its terms; (3) if the Executive timely elects continued coverage under COBRA for himself and his covered dependents under the Company’s group health plans following such termination, then the Executive will be entitled to the following COBRA benefits: the Company shall pay the COBRA premiums necessary to continue the Executive’s and his covered dependents’ health insurance coverage in effect for himself (and his covered dependents) on the termination date until the earliest of (i) eighteen (18) months following the termination date; (ii) the date when the Executive becomes eligible for health insurance coverage in connection with new employment or self-employment; or (iii) the date the Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), the “CIC COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on the Executive’s behalf would result in a violation of applicable law (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay the Executive on the last day of each remaining month of the CIC COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding. Nothing in this Agreement shall deprive the Executive of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company; (4) each Equity Award held by the Executive at the time of termination shall immediately vest. The Company and the Company Executive hereby agree that the Equity Awards shall be deemed amended to the extent necessary to give effect to this provision; and (5) the Executive shall be provided with the enhanced exercise rights described in and approved by pursuant to the Boardterms of Section 5(d)(ii)(5).

Obligations of the Company Upon Termination. (1a) Notwithstanding anything to the contrary in this Agreement, regardless of the nature of any termination of Executive’s employment, the Company agrees it will maintain and continue to pay 85% of the cost of the Health Insurance through December 31, 2014; provided that if the terms of the Company’s group policy do not permit such continued coverage, the Company will obtain replacement, individual health insurance policies for Executive and his spouse with substantially the same coverage as the Health Insurance and pay 85% of the premiums on such policy. Executive acknowledges and agrees that if the Company utilizes an employee leasing service for the period through December 31, 2014 and the Health Insurance is available to Executive post-termination as required pursuant to this Agreement and the Company pays 85% of the premiums, the requirement of the Company provided for in this Section 7(a) shall be deemed satisfied for all purposes thereof. (b) If either (i) the Company shall terminate the terminates Executive’s employment without Causefor Cause during the Term, or Disability (ii) Executive terminates his employment during the Term for any reason other than Good Reason, then this Agreement shall terminate without further obligations on the part of the Company to Executive under Sections 4 and 5 of this Agreement, other than for payment of Executive’s Base Salary accrued through the date of termination, to the extent not theretofore paid and reimbursement of any unreimbursed expenses. (c) If either (i) Executive terminates this Agreement for Good Reason or (ii) the Executive’s employment shall terminate due to the Executive’s death or Disability or (iii) the Executive shall terminate her employment, for Good ReasonCompany terminates this Agreement without Cause, then the Company shall pay to Executive (1) Executive’s Base Salary accrued through the Executive date of termination, to the extent not theretofore paid, (2)(A) if such termination occurs within ten six (106) months after the Commencement Date, an amount equal to six (6) months of Executive’s Base Salary, or (B) if such termination occurs after the period specified in (A) above, an amount equal to nine (9) months of Executive’s Base Salary, in either case payable within thirty (30) days after the Date date of Termination such termination, (3) reimbursement of any unreimbursed expenses and (4) payment of a portion of the sum amount of the Performance Bonus equal to the maximum amount of the Performance Bonus multiplied by a fraction, (A) the Executive’s Base Salary for two years, plus numerator of which shall be the number of days elapsed from the beginning of the calendar year in which such termination occurs and (B) all unreimbursed business expenses and other accrued but unpaid compensation described the denominator of which shall be the total number of days in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid for any fiscal year ending prior to the fiscal calendar year in which the Date of Termination occurssuch termination occurs (being 365 in a full year and 102 in 2012). In exchange for any such payments, payable at the time otherwise scheduled to be paid Executive shall execute, within thirty (the amounts described in (x30) and (y)days following such termination, the “Accrued Obligations”); and (z) any amount arising from the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts shall be payable in accordance with the terms and conditions of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO. (2) Not in limitation of Section 6(a), if the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery by the Executive of a general full release of claims in favor of the Company in a form reasonably satisfactory to the Company (“Release”), the Company shall pay to the Executive (i) a termination settlement which shall be paid in substantially equal installments in accordance with the customary payroll practices of the Company, in an amount equal to the Base Salary (as in effect on the date of termination) for twenty-four (24) months, and (ii) an amount equal to the annual Bonus which the Executive would have been entitled to receive in respect of the year of termination based on the achievement of any performance objectives for the Company and the Executive at no less its affiliates from all obligations other than target level for such year of termination, prorated for the amount of the year in which Executive was employed, which amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”). (3) Except as set forth in this Section 57(c) or from any usual and customary indemnification obligations of the Company to Executive as an officer thereof, in form and substance acceptable to the Company in its sole discretion. Notwithstanding the foregoing, the Company shall have no further severancenot be obligated to make any payments pursuant to this Section 7(c) until it has received such release, payment or other benefit obligations fully executed by Executive. For avoidance of doubt, nonrenewal of this Agreement pursuant to Section 2 hereof shall not constitute a termination by the Company without Cause hereunder and shall not entitle Executive to receive any payments pursuant to this Section 7(c). (d) The parties hereto agree that Executive may designate, by written notice to the Company, a beneficiary to receive the payments described in Sections 6 and 7 in the event of his death. The designation of any such beneficiary may be changed by Executive other than for the continuance of benefits under the Benefit Plans from time to time by written notice to the Date of Termination and such obligations Company. In the event Executive fails to designate a beneficiary as herein provided, any payments which may be expressly provided are otherwise to be paid on termination or made to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between a designated beneficiary under Sections 6 and 7 shall be made to the Executive and the Company and approved by the Boardlegal representative of Executive’s estate.

Obligations of the Company Upon Termination. (1a) If (i) Good Reason or during the Window Period; Other than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive’s 's employment without Cause, or Disability of the Executive, (ii) the Executive’s employment shall terminate due to the Executive’s death other than for Cause or Disability or (iii) the Executive shall terminate her employment, employment either for Good Reason, then Reason or without any reason during the Window Period: (i) the Company shall pay to the Executive in a lump sum in cash within ten (10) 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (A1) the Executive’s 's Annual Base Salary for two years, plus (B) all unreimbursed business expenses and other accrued but unpaid compensation described in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid for any fiscal year ending prior to the fiscal year in which through the Date of Termination occursto the extent not theretofore paid and (2) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, payable at in each case to the time otherwise scheduled to be extent not theretofore paid (the sum of the amounts described in clauses (1) and (2) shall be hereinafter referred to as the "Accrued Obligations"); and B. the amount (such amount shall be hereinafter referred to as the "Severance Amount") equal to the product of (1) three and (2) the sum of (x) the Executive's Annual Base Salary and (y) any bonus described in Section 4(b)(ii) paid or payable in respect of the most recently completed fiscal year of the Company; and, provided further, that such amount shall be reduced by the present value (determined as provided in Section 280G(d)(4) of the Internal Revenue Code of 1986, as amended (the "Code")) of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance plan, severance policy or severance arrangement of the Company; and C. a separate lump sum supplemental retirement benefit equal to the difference between (1) the actuarial equivalent (utilizing for this purpose the actuarial assumptions utilized with respect to the Employees Retirement Plan for Pogo Producing Company (or any successor plan thereto) (the "Retirement Plan") during the 90-day period immediately preceding the Applicable Date) of the benefit payable under the Retirement Plan and any supplemental and/or excess retirement plan of the Company and its affiliated companies providing benefits for the Executive (the "SERP") which the Executive would receive if the Executive's employment continued at the compensation level provided for in Sections 4(b)(i) and 4(b)(ii) of this Agreement for the remainder of the Employment Period, assuming for this purpose that all accrued benefits are fully vested and that benefit accrual formulas are no less advantageous to the Executive than those in effect during the 90-day period immediately preceding the Applicable Date, and (2) the actuarial equivalent (utilizing for this purpose the actuarial assumptions utilized with respect to the Retirement Plan during the 90-day period immediately preceding the Applicable Date) of the Executive's actual benefit (paid or payable), if any, under the “Accrued Obligations”Retirement Plan and the SERP (the amount of such benefit shall be hereinafter referred to as the "Supplemental Retirement Amount"); and and (zii) for the remainder of the Employment Period, or such longer period as any amount arising from plan, program, practice or policy may provide, the Company shall continue benefits to the Executive and/or the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”), 's family at least equal to those which amounts shall be payable would have been provided to them in accordance with the terms plans, programs, practices and conditions policies described in Section 4(b)(iv) of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO. (2) Not in limitation of Section 6(a), this Agreement if the Company shall terminate Executive's employment had not been terminated in accordance with the Executive’s employment without Causemost favorable plans, then upon the execution and delivery by the Executive of a general release of claims in favor practices, programs or policies of the Company and its affiliated companies as in a form reasonably satisfactory effect and applicable generally to other executives and their families during the 90-day period immediately preceding the Applicable Date, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility (such continuation of such benefits for the applicable period herein set forth shall be hereinafter referred to as "Welfare Benefit Continuation"). For purposes of determining eligibility of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the end of the Employment Period and to have retired on the last day of such period; and (iii) to the Company (“Release”)extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive (i) a termination settlement which shall and/or the Executive's family any other amounts or benefits required to be paid in substantially equal installments in accordance with or provided or which the customary payroll practices Executive and/or the Executive's family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice or contract or agreement of the Company, in an amount equal to the Base Salary (Company and its affiliated companies as in effect on and applicable generally to other executives and their families during the date of termination) for twenty90-four day period immediately preceding the Applicable Date (24) months, such other amounts and (ii) an amount equal to the annual Bonus which the Executive would have been entitled to receive in respect of the year of termination based on the achievement of any performance objectives for the Company and the Executive at no less than target level for such year of termination, prorated for the amount of the year in which Executive was employed, which amount benefits shall be paid hereinafter referred to as the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance "Other Benefits”"). (3) Except as set forth in this Section 5, the Company shall have no further severance, payment or other benefit obligations to the Executive other than for the continuance of benefits under the Benefit Plans to the Date of Termination and such obligations which may be expressly provided to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between the Executive and the Company and approved by the Board.

Obligations of the Company Upon Termination. Following any termination of Executive’s employment during the Term, Executive shall not be otherwise compensated for the loss of employment or the loss of any rights or benefits under this Agreement or any other plans and programs, except as provided below: (1a) If In the event Executive’s employment is terminated for Cause pursuant to Section 4(a), Executive shall be entitled to receive (i) the Company shall terminate the Executive’s employment without Cause, or Disability any unpaid Base Salary through her date of the Executivetermination, (ii) the Executive’s employment shall terminate due to the Executive’s death payment for any accrued but unused vacation or Disability or other similar paid time-off, (iii) payment of any vested benefit payable under the Executive shall terminate her employment, for Good Reason, then the Company shall pay to the Executive within ten (10) days after the Date of Termination the sum of (A) the ExecutiveCompany’s Base Salary for two years, plus (B) all unreimbursed business expenses and other accrued but unpaid compensation described in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid for any fiscal year ending prior to the fiscal year in which the Date of Termination occurs, payable at the time otherwise scheduled to be paid (the amounts described in (x) and (y), the “Accrued Obligations”); and (z) any amount arising from the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts shall be payable employee benefit plans in accordance with the terms and conditions of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO. (2) Not in limitation of Section 6(a), if the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery by the Executive of a general release of claims in favor of the Company in a form reasonably satisfactory to the Company (“Release”), the Company shall pay to the Executive (i) a termination settlement which shall be paid in substantially equal installments in accordance with the customary payroll practices of the Company, in an amount equal to the Base Salary (as in effect on the date of termination) for twenty-four (24) monthsthereof, and (iiiv) an amount equal reimbursement for any reasonable business expenses incurred prior to the annual Bonus which the Executive would have been entitled to receive in respect of the year of such termination based on the achievement of any performance objectives for the Company and the Executive at no less than target level for such year of termination, prorated for the amount of the year in which Executive was employed, which amount shall be paid to has complied with the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination Company’s reimbursement policies (such salary continuation and bonus paymentscollectively, the “Severance BenefitsAccrued Rights”). (3b) Except In the event Executive’s employment terminates pursuant to Section 4(b) due to Executive’s death, Executive (or her estate or representatives, as applicable) shall be entitled to receive: (i) The Accrued Rights. (ii) A pro rata Annual Bonus for the year in which such termination occurs based on the number of days Executive was employed during the year of termination, which shall be calculated based on actual performance through the end of such year and on the same basis as other bonus-eligible employees and shall be paid at the same time as other bonus-eligible employees. (iii) With respect to any Eligible Award (as defined below) outstanding at the time of such termination, such award shall be treated in the manner described in Section 5(e) of the Sirius LTIP or Section 7(e)(i) of the WTM LTIP, as applicable, or to the extent granted under a successor plan thereto, shall be treated in a manner set forth in this Section 5, such plan. (c) In the event Executive’s employment is terminated by the Company shall have no further severancewithout Cause pursuant to Section 4(c) or is terminated by Executive for Good Reason pursuant to Section 4(d) (in each case, payment or other benefit obligations to the Executive other than for the continuance of benefits under the Benefit Plans due to the Date of Termination and such obligations which may death), Executive shall be expressly provided entitled to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between the Executive and the Company and approved by the Board.receive:

Obligations of the Company Upon Termination. (1a) If (iBy Executive for Good Reason or Other than for Good Reason; By the Company Other Than for Cause or Disability. In partial consideration for the noncompetition covenants of the Executive pursuant to Section 8(b) and in part as liquidated damages in lieu of the payments and benefits to which the Executive would have been entitled through the remainder of the Employment Period, if, during the Employment Period, the Company shall terminate the Executive’s 's employment without Cause, or Disability of the Executive, (ii) the Executive’s employment shall terminate due to the Executive’s death other than for Cause or Disability or (iii) the Executive shall terminate her employment, employment for Good Reason or other than for Good Reason, then : (i) the Company shall pay to the Executive or his legal representatives in a lump sum in cash within ten (10) 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of of (A1) the Executive’s 's Annual Base Salary for two years, plus (B) all unreimbursed business expenses and other accrued but unpaid compensation described in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid for any fiscal year ending prior through the Date of Termination to the fiscal extent not theretofore paid, B. the product of (1) the Executive's target bonus as determined under the applicable Xxxxxx compensation or incentive plan(s) for the year in which the Date of Termination occurs, payable at and (2) a fraction, the time otherwise scheduled numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365, and C. any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to be the extent not theretofore paid (the sum of the amounts described in clauses (x) A), (B), and (y), C) shall be hereinafter referred to as the “"Accrued Obligations”"); and and (zii) any amount arising from subject to the Executive’s participation in's remaining reasonably available to assist the Company, or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts in such manner and at such time as shall be payable mutually agreed in accordance with good faith upon the terms and conditions of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited Company's request through appropriate notice to any accrued but unused PTO. (2) Not in limitation of Section 6(a), if the Company shall terminate the Executive’s employment without Cause, then upon in the execution transition of his duties and delivery by the Executive of a general release of claims in favor of the Company in a form reasonably satisfactory to the Company (“Release”)responsibilities hereunder, the Company shall pay to the Executive (i) a termination settlement which shall be paid in substantially equal installments in accordance with the customary payroll practices of the Company, in an amount equal to the Annual Base Salary (as in effect on the date of termination) for twenty-four (24) months, and (ii) an amount equal to the annual Bonus which the Executive that would have been entitled payable to receive in respect of the year of termination based on the achievement of any performance objectives him had he continued to be employed for the Company and the Executive at no less than target level for such year of termination, prorated for the amount of the year in which Executive was employed, which amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”). (3) Except as set forth in this Section 5, the Company shall have no further severance, payment or other benefit obligations to the Executive other than for the continuance of benefits under the Benefit Plans to period commencing on the Date of Termination and ending on the day before the third anniversary thereof (the "Severance Period") and an amount equal to three times the Executive's target bonus as determined under the Company's applicable compensation or incentive plan(s) for the year in which such obligations which Date occurs. The amounts described in the immediately preceding sentence shall be deemed earned on the Date of Termination, but subject to Section 5(b) shall be payable in 36 substantially equal monthly installments over the Severance Period. It is expressly understood that the assistance to be provided to the Company under this clause (ii) shall not involve any fixed time commitment on the part of Executive. (iii) for purposes of calculating the Executive's retirement benefits under the SERP, the Executive shall be deemed to have completed three additional years of service and received the amounts payable under Section 5(a)(ii) over the Severance Period as compensation for such period of service. (iv) for three years after the Executive's Date of Termination, or such longer period as may be expressly provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue all fringe and other benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to be paid on termination or them in accordance with the plans, programs, practices and policies described in Section 3(d), 5 (e), (f) and (g)of this Agreement if the Executive's employment had not been terminated or, if more favorable to survive on termination the Executive, as set forth in effect generally at any time thereafter with respect to other written agreement entered into simultaneously or hereafter between the Executive and peer executives of the Company and approved by its affiliated companies and their families, provided, however, that if the BoardExecutive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility, and for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such period.

Obligations of the Company Upon Termination. Employee's entitlements upon termination of employment are set forth below. Except to the extent otherwise provided in this Agreement (1including without limitation Sections 3(b), 3(c), 3(d) If above and Sections 5(a)(iv), 5(c)(iii), 5(c)(iv) and 5(d)(iii) below), all benefits, including stock option grants, restricted shares and mutual fund share bonus awards, shall be subject to the terms and conditions of the plan or arrangement under which such benefits accrue, are granted or are awarded. For purposes of this Section 5, the term "Accrued Obligations" shall mean, as of the Date of Termination, (i) Employee's full Base Salary through the Company shall terminate Date of Termination, at the Executive’s employment without Causerate in effect at the time Notice of Termination is given (disregarding any reduction constituting Good Reason), or Disability of to the Executiveextent not theretofore paid, (ii) the Executive’s employment shall terminate due to amount of any bonus, cash or incentive compensation earned (and so determined by the Executive’s death or Disability or (iii) the Executive shall terminate her employmentCompensation Committee, for Good Reasonif applicable), then the Company shall pay to the Executive within ten (10) days after and not forfeited hereunder, by Employee as of the Date of Termination to the sum of extent not theretofore paid, and (Aiii) the Executive’s Base Salary for two yearsany vacation pay, plus (B) all unreimbursed business expenses expense reimbursements and other cash entitlements accrued but unpaid compensation described in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid for any fiscal year ending prior to the fiscal year in which by Employee as of the Date of Termination occursto the extent not theretofore paid. For purposes of determining an Accrued Obligation under this Section 5, payable at the time otherwise scheduled to be paid (the amounts described in (x) and (y), the “Accrued Obligations”); and (z) any amount arising from the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts no discretionary compensation shall be payable deemed earned or accrued until it is specifically approved by the Board or the Compensation Committee in accordance with the applicable plan, program, policy or the terms and conditions of such Benefit Plans, as the case may bethis Agreement. The Accrued Plan Amounts Employee shall include but not be limited to eligible under any accrued but unused PTO. (2) Not in limitation of Section 6(a), if the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery by the Executive of a general release of claims in favor severance plan or agreement of the Company in a form reasonably satisfactory to the Company (“Release”), the Company shall pay to the Executive (i) a termination settlement which shall be paid in substantially equal installments in accordance with the customary payroll practices of the Company, in an amount equal to the Base Salary (as in effect on the date of termination) for twenty-four (24) months, and (ii) an amount equal to the annual Bonus which the Executive would have been entitled to receive in respect of the year of termination based on the achievement of any performance objectives for the Company and the Executive at no less than target level for such year of termination, prorated for the amount of the year in which Executive was employed, which amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”). (3) Except except as set forth in this Section 5, the Company shall have no further severance, payment or other benefit obligations to the Executive other than for the continuance of benefits under the Benefit Plans to the Date of Termination and such obligations which may be expressly provided to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between the Executive and the Company and approved by the Boardherein.

Obligations of the Company Upon Termination. (1a) If (i) By the Company shall terminate other than for Cause, Death or Disability; by the Executive for Good Reason. If, during the Employment Period, the Company terminates the Executive’s employment without 's employment, other than for Cause, Death or Disability of the ExecutiveDisability, (ii) the Executive’s employment shall terminate due to the Executive’s death or Disability or (iii) the Executive shall terminate her employment, terminates employment for Good Reason, then the Company shall pay continue to provide the Executive within ten with the compensation and benefits set forth in paragraphs (10) days after the Date of Termination the sum of a), (A) the Executive’s Base Salary for two years, plus (B) all unreimbursed business expenses and other accrued but unpaid compensation described in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid for any fiscal year ending prior to the fiscal year in which the Date of Termination occurs, payable at the time otherwise scheduled to be paid (the amounts described in (xb) and (yc) of Section 3 as if he had remained employed by the Company pursuant to this Agreement through the end of the Employment Period and then retired (at which time he will be treated as eligible for all retiree welfare benefits and other benefits provided to retired senior executives, as set forth in Sections 3(c) and (f), the “Accrued Obligations”); and (z) any amount arising from PROVIDED, that the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts Incentive Compensation for such period shall be payable in accordance with the terms and conditions of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO. (2) Not in limitation of Section 6(a), if the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery by the Executive of a general release of claims in favor of the Company in a form reasonably satisfactory to the Company (“Release”), the Company shall pay to the Executive (i) a termination settlement which shall be paid in substantially equal installments in accordance with the customary payroll practices of the Company, in an amount equal to the Base Salary (as in effect on the date of termination) for twenty-four (24) months, and (ii) an amount equal to the annual Bonus which maximum Incentive Compensation that the Executive would have been entitled eligible to receive earn for such period; PROVIDED, further that in respect lieu of the year of termination stock options, restricted stock and other stock-based on the achievement of any performance objectives for the Company and awards, the Executive at no less than target level for such year of termination, prorated for the amount of the year in which Executive was employed, which amount shall be paid cash equal to the Executive when fair market value (without regard to any restrictions) of the stock options, restricted stock and other stock-based awards that would otherwise have been granted; PROVIDED, further, that to the extent any benefits described in paragraph (c) of Section 3 cannot be provided pursuant to a plan or program maintained by the Company pays bonuses to for its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”). (3) Except as set forth in this Section 5executives, the Company shall have provide such benefits outside such plan or program at no further severance, payment or other benefit obligations additional cost (including without limitation tax cost) to the Executive and his family; and PROVIDED, finally, that during any period when the Executive is eligible to receive benefits of the type described in clause (B) of paragraph (c) of Section 3 under another employer-provided plan, the benefits provided by the Company under this paragraph (a) of Section 5 may be made secondary to those provided under such other than for plan. In addition to the continuance foregoing, any restricted stock outstanding on the Date of benefits under the Benefit Plans to Termination shall be fully vested as of the Date of Termination and such obligations which may all options outstanding on the Date of Termination shall be expressly fully vested and exercisable and shall remain in effect and exercisable through the end of their respective terms, without regard to the termination of the Executive's employment. The payments and benefits provided pursuant to be paid on this paragraph (a) of Section 5 are intended as liquidated damages for a termination of the Executive's employment by the Company other than for Cause or Disability or for the actions of the Company leading to survive on a termination as set forth in any other written agreement entered into simultaneously or hereafter between of the Executive's employment by the Executive for Good Reason, and shall be the Company sole and approved by the Boardexclusive remedy therefor.

Obligations of the Company Upon Termination. (1a) If Prior to a Change in Control: Termination by Employee for Good Reason; Termination by the Company Other Than for Poor Performance, Cause or Disability. If, prior to a Change in Control, the Company shall terminate Employee’s employment other than for Poor Performance, Cause or Disability, or Employee shall terminate employment for Good Reason within a period of 90 days after the occurrence of the event giving rise to Good Reason, then (and with respect to the payments and benefits described in clauses (ii) through (vii) below, only if Employee executes a Release in substantially the form of Exhibit A hereto (the “Release”)): (i) the Company shall terminate the Executive’s employment without Cause, or Disability of the Executive, (ii) the Executive’s employment shall terminate due to the Executive’s death or Disability or (iii) the Executive shall terminate her employment, for Good Reason, then the Company shall pay to the Executive Employee in a lump sum in cash within ten (10) 30 days after the Date of Termination the sum of (A) the ExecutiveEmployee’s Base Salary for two yearsthrough the Date of Termination to the extent not theretofore paid, plus and (B) all unreimbursed business expenses any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in clauses (A) and other accrued (B) shall be hereinafter referred to as the “Accrued Obligations”); and (ii) for the longer of six months or until Employee becomes employed with a subsequent employer, but unpaid compensation in no event to exceed 18 months from the Date of Termination (the “Normal Severance Period”), the Company will continue to pay Employee an amount equal to her monthly Base Salary, payable in equal monthly or more frequent installments as are customary under the Company’s payroll practices from time to time; provided, however that the Company’s obligation to make or continue such payments shall cease if Employee violates any of the Restrictive Covenants (as defined in Section 13(a) of this Agreement) and fails to remedy such violation to the satisfaction of the Board within 10 days of notice of such violation; and (iii) during the Normal Severance Period, the Company shall continue benefits to Employee and/or Employee’s family at least equal to those which would have been provided to them in accordance with the Welfare Plans described in Section 4(b)5(c) of this Agreement if Employee’s employment had not been terminated; provided, however that the Company’s obligation to provide such benefits shall cease if Employee violates any of the Restrictive Covenants (yas defined in Section 13(a) without duplication, any annual Bonus earned but not yet paid for any fiscal year ending prior of this Agreement) and fails to remedy such violation to the fiscal satisfaction of the Board within 10 days of notice of such violation; and (iv) not later than 30 days after the Date of Termination, Employee will be paid a bonus for the year in which the Date of Termination occurs, payable at the time otherwise scheduled to be paid (the amounts described in (x) and (y), the “Accrued Obligations”); and (z) any amount arising from the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts shall be payable in accordance with the terms and conditions of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO. (2) Not in limitation of Section 6(a), if the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery by the Executive of a general release of claims in favor of the Company in a form reasonably satisfactory to the Company (“Release”), the Company shall pay to the Executive (i) a termination settlement which shall be paid in substantially equal installments in accordance with the customary payroll practices of the Company, occurs in an amount equal to the Base Salary greater of (1) 50% of her Bonus Opportunity (as defined in effect on Section 5(b)(i)) for such year, or (2) 100% of her Bonus Opportunity (prorated through the Date of Termination) adjusted up or down by reference to her year-to-date performance at the Date of Termination in relation to the prior established performance objectives under Employee’s bonus plan for such year; and (v) all grants of restricted stock of the Company (“Restricted Stock”) held by Employee as of the Date of Termination will become immediately vested as of the Date of Termination; and (vi) all of Employee’s options to acquire Common Stock of the Company (“Options”) that would have become vested (by lapse of time) within the 24-month period following the Date of Termination had Employee remained employed during such period will become immediately vested as of the Date of Termination; and (vii) notwithstanding the provisions of the applicable Option agreement, all of Employee’s vested but unexercised Options as of the Date of Termination (including those with accelerated vesting pursuant to Section 8(a)(vi) above) shall remain exercisable through the earlier of (A) the original expiration date of terminationthe Option, or (B) for twenty-four the 90th day following the end of the Normal Severance Period; and (24viii) months, and (ii) an amount equal to the annual Bonus extent not theretofore paid or provided, the Company shall timely pay or provide to Employee any other amounts or benefits required to be paid or provided or which the Executive would have been entitled Employee is eligible to receive in respect under any plan, program, policy or practice or contract or agreement of the year of termination based on the achievement of any performance objectives for the Company (such other amounts and the Executive at no less than target level for such year of termination, prorated for the amount of the year in which Executive was employed, which amount benefits shall be paid hereinafter referred to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, as the “Severance Other Benefits”). (3b) Except as set forth Prior to a Change in this Section 5Control: Termination by the Company for Poor Performance. If, prior to the occurrence of a Change in Control, the Company shall have no further severanceterminate Employee’s employment for Poor Performance, payment or other benefit obligations then (and with respect to the Executive other than payments and benefits described in clauses (ii) through (vii) below, only if Employee executes the Release): (i) the Company shall pay to Employee the Accrued Obligations in a lump sum in cash within 30 days after the Date of Termination; and (ii) for the continuance shorter of benefits under the Benefit Plans to 12 months after the Date of Termination or until Employee becomes employed with a subsequent employer (the “Poor Performance Severance Period”), the Company will continue to pay Employee an amount equal to her monthly Base Salary, payable in equal monthly or more frequent installments as are customary under the Company’s payroll practices from time to time; provided, however that the Company’s obligation to make or continue such payments shall cease if Employee violates any of the Restrictive Covenants (as defined in Section 13(a) of this Agreement) and fails to remedy such obligations violation to the satisfaction of the Board within 10 days of notice of such violation; and (iii) during the Poor Performance Severance Period, the Company shall continue benefits to Employee and/or Employee’s family at least equal to those which may be expressly would have been provided to them in accordance with the Welfare Plans described in Section 5(c) of this Agreement if Employee’s employment had not been terminated; provided, however that the Company’s obligation to provide such benefits shall cease if Employee violates any of the Restrictive Covenants (as defined in Section 13(a) of this Agreement) and fails to remedy such violation to the satisfaction of the Board within 10 days of notice of such violation; and (iv) not later than 30 days after the Date of Termination, Employee will be paid on termination a bonus for the year in which the Date of Termination occurs in an amount equal to 100% of her Bonus Opportunity (prorated through the Date of Termination) adjusted up or down by reference to survive on termination her year-to-date performance at the Date of Termination in relation to the prior established performance objectives under Employee’s bonus plan for such year; and (v) all grants of Restricted Stock held by Employee as set forth in any other written agreement entered into simultaneously of the Date of Termination that would have become vested (by lapse of time) within the 24-month period following the Date of Termination had Employee remained employed during such period will become immediately vested as of the Date of Termination; and (vi) all of Employee’s Options that would have become vested (by lapse of time) within the 24-month period following the Date of Termination had Employee remained employed during such period will become immediately vested and exercisable as of the Date of Termination; and (vii) notwithstanding the provisions of the applicable Option agreement, all of Employee’s vested but unexercised Options as of the Date of Termination (including those with accelerated vesting pursuant to the Section 8(b)(vi) above) shall remain exercisable through the earlier of (A) the original expiration date of the Option, or hereafter between (B) the Executive and 90th day following the end of the later of (1) six months from the Date of Termination, or (2) the end of the Poor Performance Severance Period; and (viii) to the extent not theretofore paid or provided, the Company and approved shall timely pay or provide to Employee her Other Benefits. (c) After or in Connection with a Change in Control: Termination by Employee for Good Reason; Termination by the BoardCompany Other Than for Cause or Disability. If there occurs a Change in Control and, within 36 months following such Change in Control (or if Employee can reasonably show that such termination by the Company was in anticipation of the Change in Control), the Company shall terminate Employee’s employment other than for Cause or Disability, or Employee shall terminate employment for Good Reason, then (and with respect to the payments and benefits described in clauses (ii) through (vii) below, only if Employee executes the Release): (i) the Company (or its successor) shall pay to Employee the Accrued Obligations in a lump sum in cash within 30 days after the Date of Termination; and (ii) for 24 months after the Date of Termination (the “Change in Control Severance Period”), the Company (or its successor) will, as a severance benefit, continue to pay Employee an amount equal to her monthly Base Salary, payable in equal monthly or more frequent installments as are customary under the Company’s payroll practices from time to time; provided, however that the Company’s obligation to make or continue such payments shall cease if Employee violates any of the Restrictive Covenants (as defined in Section 13(a) of this Agreement) and fails to remedy such violation to the satisfaction of the Board within 10 days of notice of such violation; and (iii) during the Change in Control Severance Period, the Company shall continue benefits to Employee and/or Employee’s family at least equal to those which would have been provided to them in accordance with the Welfare Plans described in Section 5(c) of this Agreement if Employee’s employment had not been terminated; provided, however that the Company’s obligation to provide such benefits shall cease if Employee violates any of the Restrictive Covenants (as defined in Section 13(a) of this Agreement) and fails to remedy such violation to the satisfaction of the Board within 10 days of notice of such violation; and (iv) not later than 30 days after the Date of Termination, Employee will be paid a bonus for the year in which the Date of Termination occurs in an amount equal to 100% of her Bonus Opportunity (as defined in Section 5(b)(i)); and (v) all grants of Restricted Stock held by Employee as of the Date of Termination will become immediately vested as of the Date of Termination; and (vi) all of Employee’s Options held by Employee as of the Date of Termination will become immediately vested and exercisable as of the Date of Termination; and (vii) notwithstanding the provisions of the applicable Option agreement, all of Employee’s vested but unexercised Options as of the Date of Termination (including those with accelerated vesting pursuant to the Section 8(c)(vi) above) shall remain exercisable through the earlier of (A) the original expiration date of the Option, or (B) the 90th day following the end of the Change in Control Severance Period; and (viii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to Employee her Other Benefits.

Obligations of the Company Upon Termination. (1a) If (i) Termination for Good Reason or for Reasons Other Than for Cause, Death or Incapacity. If, during the Employment Period, the Company shall terminate the Executive’s 's employment without Cause, other than for Cause or Disability of the Executive, (ii) the Executive’s employment shall terminate due to the Executive’s death Incapacity or Disability or (iii) the Executive shall terminate his or her employment, employment for Good Reason, then : (i) the Company shall pay to the Executive in a lump sum in cash within ten (10) 30 days after the Date of Termination the sum aggregate of the following amounts: (A) the sum of (1) the Executive’s 's currently effective Annual Base Salary for two years, plus (B) all unreimbursed business expenses and other accrued but unpaid compensation described in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid for any fiscal year ending prior to the fiscal year in which through the Date of Termination occursto the extent not theretofore paid, payable at (2) the time otherwise scheduled product of (x) the currently effective Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to be the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and (B) the amount equal to the product of (1) three and (2) the sum of (x) the Executive's Annual Base Salary and (y)) his or her Annual Bonus; (ii) in addition to the retirement benefits to which the Executive is entitled under the Company's Pension-Retirement Plan and Pension Equalization Plan or any successor plans thereto (collectively, the “Accrued Obligations”); and (z) any amount arising from the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts shall be payable in accordance with the terms and conditions of such Benefit "Pension Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO. (2) Not in limitation of Section 6(a), if the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery by the Executive of a general release of claims in favor of the Company in a form reasonably satisfactory to the Company (“Release”"), the Company shall pay to the Executive the excess of (ix) a termination settlement which shall be paid in substantially equal installments in accordance with the customary payroll practices of the Company, in an amount equal to the Base Salary (as in effect on the date of termination) for twenty-four (24) months, and (ii) an amount equal to the annual Bonus retirement pension which the Executive would have been entitled to receive in respect accrued under the terms of the year Pension Plans (without regard to any amendment to the Pension Plans made subsequent to a Change in Control and on or prior to the Date of termination based on Termination, which amendment adversely affects in any manner the achievement computation of any performance objectives retirement benefits thereunder), determined as if the Executive were fully vested thereunder and had accumulated (after the Date of Termination) thirty-six additional months of Benefit Accrual Service credit (as such term is defined in the Pension Plans) thereunder and treating the amounts paid under clause (i)(B) of this Section 5(a) as compensation paid during a thirty-six month period for purposes of calculating Average Salary and benefits under the Pension Plans, over (y) the retirement pension which the Executive had then accrued pursuant to the provisions of the Pension Plans, such pension benefits to thereafter be paid and funded in accordance with the terms of the Pension Plans and the Trust Agreement dated as of September 16, 1994, by and between the Company and The Chase Manhattan Bank (N.A.), as Trustee; (iii) for three years after the Executive at no less than target level for Executive's Date of Termination, or such year of termination, prorated for longer period as may be provided by the amount terms of the year in which Executive was employedappropriate plan, which amount shall be paid to the Executive when the Company pays bonuses to its employees generallyprogram, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”). (3) Except as set forth in this Section 5practice or policy, the Company shall have no further severance, payment or other benefit obligations continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with benefit plans, programs, practices and policies, including, without limitation, those described in Section 3(b)(iii) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical benefits under another employer-provided plan, the medical benefits shall be secondary to those provided under such other than plan during such applicable period of eligibility and further provided, however, that the rights of the Executive and/or the Executive's family under Section 4980B(f) of the Code shall commence at the end of such three-year period; (iv) the Company shall, at its sole expense as incurred, provide the Executive with reasonable outplacement services for a period of up to one year from the Date of Termination, the provider of which shall be selected by the Executive in his or her sole discretion; (v) the Company shall pay in cash, at the request of the Executive, the spread between the option price and market value with respect to all unexercised stock options granted before the Date of Termination, whether or not such options are exercisable on the date of such request. Market value shall be deemed to be the last closing price for the continuance stock subject to such option on the New York Stock Exchange on the Date of benefits under Termination or, should the Benefit Plans stock cease to be listed on such Exchange prior to the Date of Termination and Termination, on the last date on which such obligations which may be expressly provided stock was traded; and (vi) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously provided or hereafter between which the Executive and is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and approved by its Affiliates, including earned but unpaid stock and similar compensation (such other amounts and benefits shall be hereinafter referred to as the Board"Other Benefits").

Obligations of the Company Upon Termination. (1a) If By the Company, Other Than for Cause, Death or Disability, or By the Executive for Good Reason. If, during the Employment Period, the Company terminates the Executive's employment, other than for Cause or Disability or by reason of the Executive's death, or the Executive terminates employment for Good Reason, the Company shall pay the Executive in a single lump sum an amount equal to his Annual Base Salary under Section 3(a) hereof for the greater of (i) the Company shall terminate the Executive’s employment without Cause, two years or Disability of the Executive, (ii) the balance of the then Employment Period as well as the Annual Bonus for the same period determined at the target rate under the Company's then annual incentive plan. Fifty percent of such amounts shall be consideration for the Executive’s 's undertaking not to breach the terms of the covenants contained in Section 8 below. The Company shall also pay to the Executive, in a lump sum in cash within 30 days after the Date of Termination, the Executive's accrued but unpaid cash compensation (the "Accrued Obligations"), which shall include but not be limited to, (1) any portion of the Executive's Annual Base Salary through the Date of Termination that has not yet been paid and an amount representing the Annual Bonus for the year of termination based on target, and multiplying that amount by a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 (the "Annual Bonus Amount"), (2) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) that has not yet been paid; (3) any accrued but unpaid vacation pay, and (4) similar unpaid items that have accrued or to which the Executive has become entitled as of the Date of Termination, including declared but unpaid bonuses and unreimbursed employee business expenses, and the Company shall also pay all brokerage commissions, transfer taxes and closing costs incurred in selling the Executive's then current residence if the Executive is unable to sell such property within 90 days of placing it on the market, for its appraised fair market value as determined in accordance with the Company's normal policy for senior level executives; provided, however, that in no event shall such purchase be at a price less than the Executive's documented cost for such residence including all renovations and improvements; and provided, further, that the Company's obligation to make any payments under this Section 5(a) to the extent any such payment shall not have accrued as of the day before the Date of Termination shall also be conditioned upon the Executive's execution, and non-revocation, of a written release, substantially in the form attached hereto as Annex 1 (the "Release"), of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive's employment shall terminate by the Company (other than any entitlements under the terms of this Agreement or under any other plans or programs of the Company in which the Executive participated and under which the Executive has accrued or become entitled to a benefit), or the termination thereof. Notwithstanding the foregoing, in the event payment is due to the Executive under this Section following a Change of Control, then conditioned upon the Executive’s death or Disability or (iii) 's execution, and non-revocation, of the Release and the Executive not breaching the terms of the covenants contained in Section 8(a) and (b) below, the Executive, in lieu of the amounts specified in the first sentence of the prior paragraph other than the residence expenditures, shall terminate her employment, for Good Reason, then the Company shall pay to the Executive receive in a lump sum in cash within ten (10) 30 days after the Date of Termination equal to 2.99 multiplied by the sum of (A) the Executive’s 's Annual Base Salary and Annual Bonus for two years, plus (B) all unreimbursed business expenses and other accrued but unpaid compensation described in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid for any fiscal year ending prior to the fiscal year in which the Date Change of Termination occursControl occurs or the immediately preceding year, payable at whichever produces the time otherwise scheduled higher sum. Fifty percent of such amount shall be consideration for the Executive's undertaking not to be paid (breach the amounts described terms of the covenants contained in (xSections 8(a) and (y)b) below. In addition, the “Accrued Obligations”); and (z) any amount arising from Executive shall also be entitled to, in the case of compensation previously deferred by the Executive’s participation in, a lump sum equal to all amounts previously deferred (together with any accrued interest thereon) and not yet paid by the Company, any accrued vacation pay not yet paid by the Company. For the remainder of the Employment Period, or such longer period as any plan, program, practice or policy may provide, the Company shall continue benefits under, any Benefit Plans (“Accrued Plan Amounts”), to the Employee and/or the Employee's family at least equal to those which amounts shall be payable would have been provided to them in accordance with the terms plans, programs, practices and conditions policies described in Section 3 of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO. (2) Not in limitation of Section 6(a), this Agreement if the Company shall terminate the Executive’s Employee's employment without Causehad not been terminated, then upon the execution including health insurance and delivery by the Executive of a general release of claims in favor of the Company in a form reasonably satisfactory to the Company (“Release”)life insurance, the Company shall pay to the Executive (i) a termination settlement which shall be paid in substantially equal installments in accordance with the customary payroll practices most favorable plans, practices, programs or policies of the CompanyCompany and its subsidiaries during the 90-day period immediately preceding the date on which the Change of Control occurs or, in an amount equal if more favorable to the Base Salary (Employee, as in effect at any time thereafter with respect to other key employees and their families and for purposes of eligibility for retiree benefits pursuant to such plans, practices, programs and policies, the Employee shall be considered to have remained employed until the end of the Employment Period and to have retired on the date last day of termination) for twenty-four (24) months, and (ii) an amount equal to the annual Bonus which the Executive would have been entitled to receive in respect of the year of termination based on the achievement of any performance objectives for the Company and the Executive at no less than target level for such year of termination, prorated for the amount of the year in which Executive was employed, which amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”)period. (3) Except as set forth in this Section 5, the Company shall have no further severance, payment or other benefit obligations to the Executive other than for the continuance of benefits under the Benefit Plans to the Date of Termination and such obligations which may be expressly provided to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between the Executive and the Company and approved by the Board.

Obligations of the Company Upon Termination. (1a) If (i) By the Company, Other Than for Death or Disability. If, during the Employment Period, the Company shall terminate terminates the Executive’s 's employment without Cause, or Disability of the Executive, (ii) the Executive’s employment shall terminate other than due to the Executive’s 's death or Disability or (iii) the Executive shall terminate her employmentDisability, for Good Reason, then the Company shall shall, except as provided in clause (ii) below, pay the amounts described in subparagraph (i) below to the Executive in a lump sum in cash within ten (10) 30 days after the Date of Termination Termination: (i) The amounts to be paid in a lump sum as described above are: (A) The Executive's accrued but unpaid cash compensation (the "Accrued Obligations"), which shall equal the sum of (A1) any portion of the Executive’s 's Annual Base Salary for two years, plus (B) all unreimbursed business expenses and other accrued but unpaid compensation described in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid for any fiscal year ending prior to the fiscal year in which through the Date of Termination occurs, payable at that has not yet been paid; (2) any Bonus that the time otherwise scheduled Executive has earned for a prior full calendar year that has ended prior to be the Date of Termination but which has not yet been calculated and paid; (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) that has not yet been paid (subject to any applicable provisions of any deferred compensation plan with respect to the amounts described in (x) and (y), the “Accrued Obligations”payment thereof); and (z4) any amount arising from accrued but unpaid vacation pay; and (B) Severance pay equal to the Annual Base Salary; provided, however, that in connection with a termination by the Company other than for Cause following a Sale Event, such severance pay shall be equal to the Annual Base Salary multiplied by the number of years constituting the Post-Termination Restriction Period (as defined in Section 9(a)(ii)). (For example, if the Company, pursuant to its Restriction Election (as defined in Section 9(a)(ii)), elects a two-year Post-Termination Restriction Period, then severance pay will be equal to two times the Annual Base Salary.) (ii) Notwithstanding the foregoing, if the Executive’s participation in's employment is terminated for Cause, or benefits under, any Benefit Plans the Executive shall not be entitled to the payments contemplated by clause (“Accrued Plan Amounts”), which amounts i)(B) of this Section 6(a) and the payment to the Executive in connection therewith shall be payable in accordance with the terms and conditions of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO. (2) Not in limitation of Section 6(a), if the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery by the Executive of a general release of claims in favor payment of the Company in a form reasonably satisfactory to the Company (“Release”), the Company shall pay to the Executive (i) a termination settlement which shall be paid in substantially equal installments in accordance with the customary payroll practices of the Company, in an amount equal to the Base Salary (as in effect on the date of termination) for twenty-four (24) months, Accrued Obligations and (ii) an amount equal to the annual Bonus which the Executive would have been entitled to receive in respect of the year of termination based on the achievement of any performance objectives for the Company and the Executive at no less than target level for such year of termination, prorated for the amount of the year in which Executive was employed, which amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”). (3) Except as set forth in this Section 5, the Company shall have no further severanceobligations under this Agreement. For purposes of this Agreement, payment "Cause" shall mean (1) conviction of the Executive by a court of competent jurisdiction of a felony (excluding felonies under the Motor Vehicle Code); (2) any act of intentional fraud against the Company; (3) any act of gross negligence or other benefit obligations wilful misconduct with respect to the Executive other than for Executive's duties under this Agreement; and (4) any act of wilful disobedience in violation of specific reasonable directions of the continuance of benefits under Board consistent with the Benefit Plans to the Date of Termination and such obligations which may be expressly provided to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between the Executive and the Company and approved by the BoardExecutive's duties.

Obligations of the Company Upon Termination. (1a) If (i) Other Than for Cause, ------------------------------------------- --------------------- Death or Disability; Good Reason. If, during the Employment Period, the Company shall terminate -------------------------------- terminates the Executive’s employment without Cause's employment, other than for Cause or Disability, or Disability of the Executive, (ii) the Executive’s employment shall terminate due to the Executive’s death or Disability or (iii) the Executive shall terminate her employment, terminates his employment for Good Reason, then the Company shall pay the amounts, continue the benefits described and take the action with respect to the Options, in each case as set forth subparagraph (i) below. The payments and other provisions provided pursuant to this Section 5(a) are intended as liquidated damages for the termination of the Executive's employment by the Company other than for Cause or Disability or for the actions of the Company leading to a termination of the Executive's employment by the Executive for Good Reason and shall be the sole and exclusive remedy therefor; provided further -------- ------- that as a condition precedent for such payments the Executive shall execute and deliver a general release (in the form attached hereto as Exhibit A) of all claims against the Company. (i) The amounts to be paid as described above are: A. The Executive's earned and accrued but unpaid cash compensation, in the form of a lump-sum payment, to be paid within ten (10) 30 days after the Date of Termination Termination, which shall equal the sum of (A1) any portion of the Executive’s 's Annual Base Salary for two years, plus (B) all unreimbursed business expenses and other accrued but unpaid compensation described in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid for any fiscal year ending prior to the fiscal year in which through the Date of Termination occursthat has not yet been paid, payable at (2) any unpaid Annual Bonus that was earned by the Executive and declared due and owing by the Company; and (3) any accrued but unpaid vacation time otherwise scheduled (but without giving effect to be paid any carry-over of unused time from prior years), in each case subject to applicable taxes and withholding (the amounts described set forth in subclauses (x1)-(3) and (yconstitute the "Accrued Obligation"). B. A payment, the “Accrued Obligations”); and (z) any amount arising from the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts shall be payable in accordance with the terms and conditions of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO. (2) Not in limitation of Section 6(a), if the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery by the Executive of a general release of claims in favor of the Company in a form reasonably satisfactory to the Company (“Release”), the Company shall pay to the Executive (i) a termination settlement which shall be paid in substantially equal installments in accordance with the customary Company's standard monthly payroll practices and subject to withholding and taxes, of the Company, in an amount equal to the Executive's Annual Base Salary (as in effect Salary, determined on the date of termination) a monthly basis, for twenty-four (24) months, and (ii) an amount a period equal to the annual Bonus which the Executive would have been entitled to receive in respect lesser of the year of termination based on the achievement of any performance objectives for the Company and the Executive at no less than target level for such year of termination, prorated for the amount of the year in which Executive was employed, which amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”). (31) Except as set forth in this Section 5, the Company shall have no further severance, payment or other benefit obligations to the Executive other than for the continuance of benefits under the Benefit Plans to six months from the Date of Termination and such obligations which may or (2) the remaining portion of the Employment Period. C. The benefits to be expressly continued for up to six months from the Date of Termination are group medical benefits to the Executive and/or the Executive's family comparable to those provided to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between the Executive under this Agreement; provided, however, that during any period when the Executive is eligible to -------- ------- receive such benefits under another employer-provided plan, the benefits provided hereunder shall terminate. D. All the then unvested Options shall vest and Executive shall have 12 months from the Company and approved by Date of Termination (unless any applicable Option Plan provision shall require a shorter period) to exercise such options; provided that during such 12 month period the BoardExecutive otherwise complies with the ---- provisions of the Agreement applicable to his post-termination conduct.

Obligations of the Company Upon Termination. (1a) If (i) By Executive for Good Reason or By the Company shall terminate other than for Cause, Death or Disability Not During the Change In Control Period. If, during the Employment Period, the Company terminates Executive’s employment without CauseCause (other than due to death or Disability), including by providing notice to Executive pursuant to Section 3(a) that the Employment Period will not be extended and the Employment Period is terminated, or Disability of the Executive, (ii) the Executive’s Executive terminates employment shall terminate due to the Executive’s death or Disability or (iii) the Executive shall terminate her employment, for Good Reason, then the and, in each case, Executive is not entitled to any amounts or benefits pursuant to Section 4(b): (i) The Company shall pay to the Executive Executive, in a lump sum in cash within ten (10) 30 days after the Date of Termination Termination, subject to Section 10(b), the aggregate of the following amounts: the sum of (A) the Executive’s Annual Base Salary for two yearsthrough the Date of Termination to the extent not theretofore paid, plus (B) all unreimbursed Executive’s business expenses that are reimbursable pursuant to Section 2(b)(viii) of this Agreement but have not been reimbursed by the Company as of the Date of Termination; and other accrued but unpaid compensation described in Section 4(b); (yC) without duplication, any annual Executive’s Annual Bonus earned but not yet paid for any the fiscal year ending prior to immediately preceding the fiscal year in which the Date of Termination occurs, payable at if such Annual Bonus has been determined to have been earned but has not been paid as of the time otherwise scheduled to be paid Date of Termination (the sum of the amounts described in subclauses (x) A), (B), and (yC), the “Accrued Obligations”); and ; (zii) any Subject to Section 10(b), on the 61st day after the Date of Termination, the Company shall, subject to Section 4(e), pay to Executive a lump sum cash amount arising from equal to the product obtained by multiplying (A) 1.5 by (B) Executive’s participation in, or benefits under, Annual Base Salary (without regard to any Benefit Plans reduction thereto); (“Accrued Plan Amounts”iii) Subject to Section 10(b), which amounts on the 61st day after the Date of Termination, the Company shall, subject to Section 4(e), pay to Executive a lump sum cash amount equal in value to Executive’s accrued but unvested benefits, if any, under the Company’s Deferred Supplemental Compensation Plan as of the Date of Termination; and (iv) To the extent not theretofore paid or provided, the Company shall be payable timely pay or provide to Executive any Other Benefits (as defined in Section 5) in accordance with the terms and conditions of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO. (2) Not in limitation of Section 6(a), if the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery by the Executive of a general release of claims in favor of the Company in a form reasonably satisfactory to the Company (“Release”), the Company shall pay to the Executive (i) a termination settlement which shall be paid in substantially equal installments in accordance with the customary payroll practices of the Company, in an amount equal to the Base Salary (as in effect on the date of termination) for twenty-four (24) months, and (ii) an amount equal to the annual Bonus which the Executive would have been entitled to receive in respect of the year of termination based on the achievement of any performance objectives for the Company and the Executive at no less underlying plans or agreements. Other than target level for such year of termination, prorated for the amount of the year in which Executive was employed, which amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”). (3) Except as set forth in this Section 54(a), in the event of a termination of Executive’s employment by the Company without Cause (other than due to death or Disability), including by providing notice to Executive pursuant to Section 3(a) that the Employment Period will not be extended, and the Employment Period is terminated, or by Executive for Good Reason, in each case where Section 4(b) does not apply, the Company shall have no further severance, payment obligation to Executive under this Agreement. (b) By Executive for Good Reason or other benefit obligations to By the Executive Company other than for Cause, Death, or Disability During the continuance Change in Control Period. If, during the Employment Period, the Company terminates Executive’s employment without Cause (other than due to death or Disability), including by providing notice to Executive pursuant to Section 3(a) that the Employment Period will not be extended, or Executive terminates employment for Good Reason, in each case, within a period of two years after a Change in Control (the “Change in Control Period”), the Company will pay and provide to Executive the amounts and benefits under specified in Section 4(b)(i)-(v) herein and in lieu of the Benefit Plans amounts and benefits provided in Section 4(a). (i) The Company shall pay to Executive, in a lump sum in cash within 30 days after the Date of Termination Termination, subject to Section 10(b), the aggregate of the Accrued Obligations. (ii) Subject to Section 10(b), on the 61st day after the Date of Termination, the Company shall, subject to Section 4(e), pay to Executive a lump sum cash amount equal to the product of (A) 2 multiplied by (B) the sum of Executive’s Annual Base Salary and such obligations which may be expressly provided Target Bonus (without regard to be any reduction thereto); (iii) Subject to Section 10(b), on the 61st day after the Date of Termination, the Company shall, subject to Section 4(e), pay to Executive a lump sum cash amount equal in value to Executive’s accrued but unvested benefits, if any, under the Company’s Deferred Supplemental Compensation Plan as of the Date of Termination; (iv) Subject to Section 4(e), automatic vesting in full (to the extent not previously vested) of all time-vested or performance-vested restricted stock, RSUs or similar rights to acquire capital stock of the Company granted by the Company to Executive (with performance-vested awards vesting at the target level); and (v) To the extent not theretofore paid on termination or provided, the Company shall timely pay or provide to survive on termination Executive any Other Benefits (as defined in Section 5) in accordance with the terms of the underlying plans or agreements. Other than as set forth in any other written agreement entered into simultaneously or hereafter between this Section 4(b) of this Agreement, in the Executive and event of a termination of Executive’s employment by the Company and approved without Cause (other than due to death or Disability), including by providing notice to Executive pursuant to Section 3(a) that the BoardEmployment Period will not be extended, or by Executive for Good Reason, in each case within a period of two years after a Change in Control, the Company shall have no further obligation to Executive under this Agreement.

Obligations of the Company Upon Termination. (1a) If (i) By the Company, Other Than for Death or Disability. If, during the Employment Period, the Company shall terminate terminates the Executive’s 's employment without Cause, or Disability of the Executive, (ii) the Executive’s employment shall terminate other than due to the Executive’s 's death or Disability or (iii) the Executive shall terminate her employmentDisability, for Good Reason, then the Company shall shall, except as provided in clause (ii) below, pay the amounts described in subparagraph (i) below to the Executive in a lump sum in cash within ten (10) 30 days after the Date of Termination Termination: (i) The amounts to be paid in a lump sum as described above are: (A) The Executive's accrued but unpaid cash compensation (the "Accrued Obligations"), which shall equal the sum of (A1) any portion of the Executive’s 's Annual Base Salary for two years, plus (B) all unreimbursed business expenses and other accrued but unpaid compensation described in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid for any fiscal year ending prior to the fiscal year in which through the Date of Termination occurs, payable at that has not yet been paid; (2) any Bonus that the time otherwise scheduled Executive has earned for a prior full calendar year that has ended prior to be the Date of Termination but which has not yet been calculated and paid; (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) that has not yet been paid (subject to any applicable provisions of any deferred compensation plan with respect to the amounts described in (x) and (y), the “Accrued Obligations”payment thereof); and (z4) any amount arising from accrued but unpaid vacation pay; and (B) Severance pay equal to the Annual Base Salary. (ii) Notwithstanding the foregoing, if the Executive’s participation in's employment is terminated for Cause, or benefits under, any Benefit Plans the Executive shall not be entitled to the payments contemplated by clause (“Accrued Plan Amounts”), which amounts i)(B) of this Section 7(a) and the payment to the Executive in connection therewith shall be payable in accordance with the terms and conditions of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO. (2) Not in limitation of Section 6(a), if the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery by the Executive of a general release of claims in favor payment of the Company in a form reasonably satisfactory to the Company (“Release”), the Company shall pay to the Executive (i) a termination settlement which shall be paid in substantially equal installments in accordance with the customary payroll practices of the Company, in an amount equal to the Base Salary (as in effect on the date of termination) for twenty-four (24) months, Accrued Obligations and (ii) an amount equal to the annual Bonus which the Executive would have been entitled to receive in respect of the year of termination based on the achievement of any performance objectives for the Company and the Executive at no less than target level for such year of termination, prorated for the amount of the year in which Executive was employed, which amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”). (3) Except as set forth in this Section 5, the Company shall have no further severanceobligations under this Agreement. For purposes of this Agreement, payment "Cause" shall mean (1) conviction of the Executive by a court of competent jurisdiction of a felony (excluding felonies under the Motor Vehicle Code); (2) any act of intentional fraud against the Company; (3) any act of gross negligence or other benefit obligations wilful misconduct with respect to the Executive other than for Executive's duties under this Agreement; and (4) any act of wilful disobedience in violation of specific reasonable directions of the continuance of benefits under Board consistent with the Benefit Plans to the Date of Termination and such obligations which may be expressly provided to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between the Executive and the Company and approved by the BoardExecutive's duties.

Obligations of the Company Upon Termination. (1a) If (i) For Cause; Without Good Reason; Other Than for Death, Disability or Upon a Change of Control. If, during the Employment Period, the Company shall terminate the Executive’s 's employment without Cause, for Cause or Disability of the Executive, (ii) the Executive’s employment shall terminate due to the Executive’s death or Disability or (iii) the Executive shall terminate her employmenthis employment without Good Reason, and the termination of the Executive's employment in any case is not due to death or Disability, without Cause, for Good Reason or upon a Change of Control, the Executive shall forfeit all rights to the Incentive Bonus otherwise due to him or to which he may be entitled. If the termination is for Cause or if the Executive terminates his employment without Good Reason, then all unvested stock options held by the Executive shall lapse and expire and any remaining vested but unexercised stock options shall remain exercisable for a period of ninety (90) days from the Date of Termination and shall thereafter lapse and expire if not exercised. In each of these circumstances, the Company shall pay have no further payment obligations to the Executive or his legal representatives, other than for the payment of: (i) (A) in cash within ten (10) days after the Date of Termination the sum of (A1) the Executive’s 's Annual Base Salary for two years, plus (B) all unreimbursed business expenses and other accrued but unpaid compensation described in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid for any fiscal year ending prior to the fiscal year in which through the Date of Termination occursto the extent not theretofore paid, payable at (2) any compensation previously deferred by the time otherwise scheduled to be paid Executive (the amounts described in (xtogether with any accrued interest or earnings thereon) and (y)3) any accrued vacation pay, and (B) in cash within ten (10) days after the Date of Termination any earned but unpaid Incentive Bonus payable in respect of any completed fiscal year that has not been paid in full for that completed year as of the Date of Termination (collectively, the “"Accrued Obligations”"); and (zii) any amount arising from the Executive’s 's participation in, or benefits under, any Benefit Investment Plans (“the "Accrued Plan Amounts”Investments"), which amounts shall be payable in accordance with the terms and conditions of such Benefit Investment Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO. (2) Not in limitation of Section 6(a), if the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery by the Executive of a general release of claims in favor of the Company in a form reasonably satisfactory to the Company (“Release”), the Company shall pay to the Executive (i) a termination settlement which shall be paid in substantially equal installments in accordance with the customary payroll practices of the Company, in an amount equal to the Base Salary (as in effect on the date of termination) for twenty-four (24) months, and (ii) an amount equal to the annual Bonus which the Executive would have been entitled to receive in respect of the year of termination based on the achievement of any performance objectives for the Company and the Executive at no less than target level for such year of termination, prorated for the amount of the year in which Executive was employed, which amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”). (3) Except as set forth in this Section 5, the Company shall have no further severance, payment or other benefit obligations to the Executive other than for the continuance of benefits under the Benefit Plans to the Date of Termination and such obligations which may be expressly provided to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between the Executive and the Company and approved by the Board.

Obligations of the Company Upon Termination. (1a) If (i) Other Than For Cause, Death or Disability, or For Good Reason. If, during the Employment Period, the Company shall terminate terminates the Executive’s 's employment without for any reason other than Cause, or Disability of the Executive, (ii) the Executive’s employment shall terminate due to the Executive’s death or Disability Disability, or (iii) the Executive shall terminate her employment, terminates employment for Good Reason, then the Company shall pay continue to provide the Executive within ten with the compensation and benefits set forth in paragraphs (10) days after the Date of Termination the sum of a), (A) the Executive’s Base Salary for two years, plus (B) all unreimbursed business expenses and other accrued but unpaid compensation described in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid for any fiscal year ending prior to the fiscal year in which the Date of Termination occurs, payable at the time otherwise scheduled to be paid (the amounts described in (xb) and (y), c) of Section 3 and the “Accrued Obligations”); continuing protection of Section 5(d) as if he had remained employed by the Company through the end of the Employment Period and (z) any amount arising from the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts then retired. The Incentive Compensation for such period shall be payable in accordance with the terms and conditions of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO. (2) Not in limitation of Section 6(a), if the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery by the Executive of a general release of claims in favor of the Company in a form reasonably satisfactory to the Company (“Release”), the Company shall pay to the Executive (i) a termination settlement which shall be paid in substantially equal installments in accordance with the customary payroll practices of the Company, in an amount equal to the Base Salary (as in effect on the date of termination) for twenty-four (24) months, and (ii) an amount equal to the annual Bonus which maximum Incentive Compensation that the Executive would have been entitled eligible to receive in respect earn for such period. In lieu of the year of termination stock options, restricted stock and other stock-based on the achievement of any performance objectives for the Company and awards, the Executive at no less than target level for such year of termination, prorated for the amount of the year in which Executive was employed, which amount shall be paid cash equal to the Executive when fair market value (without regard to any restrictions) of the stock options, restricted stock and other stock-based awards that would otherwise have been granted. To the extent that any benefits described in Section 3(c) cannot be provided pursuant to the plan or program provided by the Company pays bonuses to for its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”). (3) Except as set forth in this Section 5executives, the Company shall have provide such benefits outside such plan or program at no further severance, payment or other benefit obligations additional cost (including without limitation tax cost) to the Executive other than for and his family. Finally, during any period when the continuance of Executive is eligible to receive medical, prescription or dental benefits under another employer-provided plan, the Benefit Plans benefits provided by the Company under this Section 5(a) may be made secondary to those provided under such other plan. In addition to the foregoing, any restricted stock outstanding on the Date of Termination and such obligations which may all options outstanding on the Date of Termination shall be expressly provided to be paid on termination or to survive on termination fully vested and exercisable and shall remain in effect and exercisable until the end of the Employment Period (absent the prior death of the Executive) as set forth in any other written agreement entered into simultaneously or hereafter between if the Executive remained employed until then and shall thereafter remain exercisable in accordance with the applicable terms respecting retired employees. The payments and benefits provided pursuant to this Section 5(a) are intended as liquidated damages for a termination of the Executive's employment by the Company and approved other than for Cause or Disability or for the actions of the Company leading to a termination of the Executive's employment by the BoardExecutive for Good Reason, and shall be the sole and exclusive remedy therefor.

Obligations of the Company Upon Termination. (a) By the Executive for Good Reason; By the Company Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates the Executive’s employment other than for Cause, death or Disability or the Executive terminates employment for Good Reason: (1) If the Company shall pay to the Executive, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (A) the sum of (i) the Company shall terminate the Executive’s employment without Cause, or Disability Annual Base Salary through the Date of Termination to the Executiveextent not theretofore paid, (ii) the Executive’s employment shall terminate due business expenses that are reimbursable pursuant to Section 3(b)(5) but have not been reimbursed by the Executive’s death or Disability or Company as of the Date of Termination; (iii) the Executive shall terminate her employment, for Good Reason, then the Company shall pay to the Executive within ten (10) days after the Date of Termination the sum of (A) the Executive’s Base Salary Annual Bonus for two years, plus (B) all unreimbursed business expenses and other accrued but unpaid compensation described in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid for any the fiscal year ending prior to immediately preceding the fiscal year in which the Date of Termination occurs, payable at if such bonus has been determined but not paid as of the time otherwise scheduled Date of Termination; (iv) any accrued vacation pay to be the extent not theretofore paid (the sum of the amounts described in subclauses (xi), (ii), (iii) and (yiv), the “Accrued Obligations”) and (v) an amount equal to the product of (x) the target Annual Bonus paid or payable, without regard to the satisfaction of any applicable performance targets at their target performance level, for the fiscal year during which the Employment Period is terminated under this paragraph (the “Target Annual Bonus”) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination and the denominator of which is 365 (the “Pro Rata Bonus”); provided, that notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A of the Code to defer any portion of the Annual Bonus described in clause (iii) above, then for all purposes of this Section 5 (including, without limitation, Sections 5(b) through 5(d)), such deferral election, and the terms of the applicable arrangement, shall apply to the same portion of the amount described in such clause (iii), and such portion shall not be considered as part of the “Accrued Obligations” but shall instead be an “Other Benefit” (as defined below); and (B) the amount equal to the product of (x) two and (zy) any amount arising from the sum of the Executive’s participation inAnnual Base Salary and the Target Annual Bonus; (2) for three years after the Executive’s Date of Termination, or benefits undersuch longer period as may be provided by the terms of the appropriate plan, any program, practice or policy (the “Benefit Plans (“Accrued Plan AmountsContinuation Period”), which amounts the Company shall be payable provide health care and life insurance benefits to the Executive and/or the Executive’s family at least equal to, and at the same after-tax cost to the Executive and/or the Executive’s family, as those that would have been provided to them in accordance with the terms plans, programs, practices and conditions of such Benefit Plans, as policies providing health care and life insurance benefits and at the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO. (2benefit level described in Section 3(b)(4) Not in limitation of Section 6(a), if the Company shall terminate the Executive’s employment without Causehad not been terminated or, then upon if more favorable to the execution and delivery by the Executive of a general release of claims Executive, as in favor effect generally at any time thereafter with respect to other peer executives of the Company in a form reasonably satisfactory and the Affiliated Companies and their families, including but not limited to any retiree medical plan for which the Executive or the Executive’s family was eligible prior to or as of the Date of Termination; provided, however, that, (A) the cost of such coverage (based on prevailing rates under Section 4980B of the Code or other applicable law (“COBRA”)) shall be reported by the Company as taxable income to the Executive to the extent reasonably determined by the Company (“Release”or the Executive to be necessary to avoid such coverage from being considered to have been provided under a discriminatory self-insured medical reimbursement plan pursuant to Section 105(h) of the Code, but otherwise such coverage shall be provided at the same after-tax cost to the Executive and/or the Executive’s family as required by this Section 5(a)(i)(2), (B) such coverage may, if elected by the Company, be provided through the Executive electing coverage under COBRA for the maximum allowable period and the Company’s paying the premiums for such coverage on the Executive’s behalf, (C) if the Executive becomes re-employed with another employer and is eligible to receive health care and life insurance benefits under another employer-provided plan, the health care and life benefits provided hereunder shall be secondary to those provided under such other plan during such applicable period of eligibility, and (d) to the extent such coverage cannot be provided to the Executive following the expiration of the maximum applicable COBRA period because it is not allowed by a third-party insurance carrier, or to the extent the provision of such coverage would result in tax penalties to Executive pursuant to Section 409A of the Code, in lieu of such coverage the Company shall pay to the Executive on the first day of each month of the Benefit Continuation Period in which such coverage is not provided an amount in cash equal to the cost of the Executive purchasing such coverage on the open market, as reasonably determined by the Company. For purposes of determining eligibility (ibut not the time of commencement of benefits) a termination settlement which of the Executive for retiree welfare benefits pursuant to the retiree welfare benefit plans, the Executive shall be considered to have remained employed until the end of the Benefit Continuation Period and to have retired on the last day of such period, and the Company shall take such actions as are necessary to cause the Executive to be eligible to commence in the applicable retiree welfare benefit plans as of the applicable benefit commencement date. (3) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services substantially similar to those available to the Executive immediately prior to the Date of Termination, provided that such outplacement benefits shall end not later than the last day of the second calendar year that began after the Date of Termination; and (4) except as otherwise set forth in the last sentence of Section 6, to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any Other Benefits (as defined in substantially equal installments Section 6) in accordance with the customary payroll practices terms of the Companyunderlying plans or agreements. Notwithstanding the foregoing provisions of this Section 5(a)(1), in an amount equal to the Base Salary event that the Executive is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the date Date of terminationTermination) for twenty-four (24) months, and (ii) an amount equal to the annual Bonus which the Executive would have been entitled to receive in respect of the year of termination based on the achievement of any performance objectives for the Company and the Executive at no less than target level for such year of termination, prorated for the amount of the year in which Executive was employed, which amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the a “Severance BenefitsSpecified Employee”). (3, amounts that would otherwise be payable and benefits that would otherwise be provided under Section 5(a)(1) Except as set forth in this Section 5, during the Company shall have no further severance, payment or other benefit obligations to the Executive other than for the continuance of benefits under the Benefit Plans to six-month period immediately following the Date of Termination and (other than the Accrued Obligations) shall instead be paid, with interest on any delayed payment at the rate equal to the ninety-day London Interbank Offered Rate, determined on the first day during such obligations which six-month period, plus 3.00% (such rate referred to herein as “Interest”), or provided, as the case may be expressly provided to be paid be, on termination or to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between the Executive and first business day after the Company and approved by date that is six months following the BoardExecutive’s “separation from service” within the meaning of Section 409A of the Code (the “Delayed Payment Date”).

Obligations of the Company Upon Termination. (1a) If Upon the termination of Executive’s employment for any reason: (i) the Company shall terminate the Executive’s employment without Cause, or Disability of the Executive, (ii) the Executive’s employment shall terminate due to the Executive’s death or Disability or (iii) the Executive shall terminate her employment, for Good Reason, then the The Company shall pay to the Executive in a lump sum within ten thirty (1030) days after the Separation Date of Termination the sum of (A) the Executive’s any Base Salary for two yearsthat has accrued but is unpaid, plus (B) all unreimbursed business expenses and other accrued but unpaid compensation described in Section 4(b); (y) without duplication, any annual Bonus Annual Incentive that has been earned but not yet paid for any fiscal the year ending prior to the fiscal year in which the Separation Date of Termination occurs, payable at but is unpaid, (C) any reimbursable expenses that have been incurred but are unpaid, and (D) any accrued but unused vacation (but not personal or sick days), as of the time otherwise scheduled Separation Date; and (ii) The Company shall provide any vested plan benefits that by their terms extend beyond termination of Executive’s employment (but only to be paid the extent provided in any such benefit plan in which Executive has participated as a Company employee and excluding (the amounts described except as hereinafter provided in (xSections 4(c) and (y4(d), the “Accrued Obligations”); and (z) any amount arising from the Executive’s participation in, Company severance pay program or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts shall be payable policy) in accordance with the terms and conditions of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTOplans. (2b) Not in limitation of Section 6(a), if the Company shall terminate the If Executive’s employment terminates on account of Executive’s death, Disability, termination by Executive without Good Reason, or termination by the Company for Cause, then upon the execution and delivery Company will make no further payments to Executive other than those described in Section 4(a). (c) If Executive’s employment terminates on account of a termination by the Company without Cause or a termination by Executive for Good Reason and if Executive complies with the other provisions in this Agreement, then in addition to those payments described in Section 4(a), Executive shall be entitled to: (i) Receive an amount equal to twelve (12) months of Executive’s Base Salary as in effect immediately preceding the Separation Date (or, if greater, Executive’s Base Salary as in effect immediately preceding any action by the Company described in Section 3(c)(iii) for which Executive terminated Executive’s employment for Good Reason), paid in equal installments on the Company’s regularly-scheduled paydays over a general release six-month period, with such period to commence immediately following the Separation Date; and (ii) Continue any health care (medical, dental and vision) plan coverage provided to Executive and Executive’s spouse and dependents at the time of claims in favor the Separation Date for twelve (12) months after the Separation Date, on the same basis and at the same cost to Executive as available to similarly-situated active employees of the Company in a form reasonably satisfactory to during such period. If the Company reasonably determines that maintaining such coverage for Executive or Executive’s spouse or dependents is not feasible under the terms and provisions of such plans and programs (“Release”or where such continuation would adversely affect the tax status of the plan or program pursuant to which the coverage is provided), the Company shall pay Executive cash equal to the Executive (i) a termination settlement which shall estimated cost of the expected Company contribution therefor for such same period of time, with such payments to be paid in substantially equal installments made in accordance with the customary established payroll practices of the CompanyCompany (no less frequently than monthly) for the period during which such cash payments are to be provided. (d) If, during the Employment Period and on or within twelve (12) months following a Change of Control, Executive’s employment terminates, either (i) by the Company without Cause, or (ii) by Executive for Good Reason, and if Executive complies with the other provisions in this Agreement, Executive shall receive, in an lieu of all other claims and payments (including but not limited to the severance described in Section 4(c)) other than those payments described in Section 4(a): (i) An amount equal to the Base Salary (as in effect on the date of termination) for twenty-four (24) monthsmonths of Executive’s Base Salary as in effect immediately preceding the Separation Date (or, and if greater, Executive’s Base Salary as in effect immediately preceding any action by the Company described in Section 3(c)(iii) for which Executive terminated Executive’s employment for Good Reason) paid in equal installments on the Company’s regularly-scheduled paydays over a twenty-four (24) month period, with such period to commence immediately following the Separation Date; and (ii) an An amount in cash equal to the annual Bonus which the Annual Incentive paid to Executive would have been entitled to receive in respect of for the year of termination based on the achievement of any performance objectives for the Company and the Executive at no less than target level for such year of termination, prorated for the amount of immediately prior to the year in which Executive the Separation Date occurs, paid in equal monthly installments over a twelve-month period, with such period to commence immediately following the Separation Date. To the extent that any portion of the Annual Incentive on which the amount payable pursuant to this Section 4(d)(ii) was employedmade in stock of the Company, which amount the value of such stock shall be paid to the Executive when Fair Market Value (as defined herein) of such stock at the Company pays bonuses to its employees generally, but no later than April 15 close of business on the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”)grant date. (3) Except as set forth in this Section 5, the Company shall have no further severance, payment or other benefit obligations to the Executive other than for the continuance of benefits under the Benefit Plans to the Date of Termination and such obligations which may be expressly provided to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between the Executive and the Company and approved by the Board.

Obligations of the Company Upon Termination. (1a) If By the Company other than for Cause or Disability; by the Executive for Good Reason. If, during the Employment Period, (x) the Company terminates the Executive’s employment, other than for Cause or Disability, or (y) the Executive terminates employment for Good Reason, (i) the Company shall terminate the Executive’s employment without Cause, or Disability of the Executive, (ii) the Executive’s employment shall terminate due to the Executive’s death or Disability or (iii) the Executive shall terminate her employment, for Good Reason, then the Company shall pay to the Executive in a lump sum in cash, within ten (10) 30 days after the Date of Termination, his Annual Base Salary through the Date of Termination to the extent not theretofore paid; and (ii) the Company shall pay to the Executive in a lump sum in cash upon the earlier of (Aa) a date no later than 30 days after the Executive’s death, or (b) the first day of the seventh month following Executive’s “separation from service” as defined in Section 409A of the Internal Revenue Code of 1986 (the “Code”) and applicable regulations, without giving effect to any elective provisions that may be available under such definition (“Separation from Service”), the aggregate of the following amounts: A. the product of (x) the Executive’s Base Salary target annual incentive bonus for two years, plus (B) all unreimbursed business expenses and other accrued but unpaid compensation described in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid for any fiscal year ending prior to the fiscal year in which the Date of Termination occurs, payable at the time otherwise scheduled to be paid occurs (the amounts described in (x“Target Annual Bonus”) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 (the “Prorata Current Year Bonus”); and B. a severance payment equal to 300% times the sum of (i) the Executive’s Annual Base Salary and (ii) Target Annual Bonus; and (iii) the Company shall continue to provide, for thirty-six (36) months after the Date of Termination (the “Welfare Benefits Continuation Period”), the “Accrued Obligations”benefits set forth in paragraph (c) of Section 3 as if he had remained employed by the Company pursuant to this Agreement throughout the Welfare Benefits Continuation Period. To the extent any benefits described in paragraph (c) of Section 3 cannot be provided pursuant to the plan or program maintained by the Company for its executives, the Company shall provide such benefits outside such plan or program at no additional cost (including without limitation tax cost) to the Executive and his family. During any period when the Executive is eligible to receive health and similar benefits under another employer-provided plan, the benefits provided by the Company under this Section 5(a)(iii) may be made secondary to those provided under such other plan. During the Welfare Benefits Continuation Period, (A) the benefits provided in any one calendar year shall not affect the amount of benefits to be provided in any other calendar year; (B) for all months after the initial 18 months of the Welfare Benefits Continuation Period, the applicable monthly COBRA premium for such group health benefits, determined in accordance with Code Section 4980B and the regulations thereunder, shall be reimbursed to the Executive by the Company as taxable compensation by including such amount in the Executive’s income in accordance with applicable rules and regulations (such income shall be grossed up as for taxes, as provided above); (C) the reimbursement of an eligible taxable expense shall be made on or before December 31 of the year following the year in which the expense was incurred; and (D) the Executive’s rights pursuant to this Section 5(a)(iii) shall not be subject to liquidation or exchange for another benefit; and (iv) all of the Executive’s equity or incentive awards outstanding on the Date of Termination shall be treated as follows: (x) all time-based restrictions on awards of restricted stock or unit awards shall lapse as of the Date of Termination, (y) each such option or stock appreciation right shall be fully vested and exercisable as of the Date of Termination and shall remain in effect and exercisable through the end of its original term, without regard to the termination of the Executive’s employment; and (z) any amount arising from the Executive’s participation in, performance shares or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts units shall be payable in accordance with governed by the terms and conditions of such Benefit Plans, as the case may beCompany’s long-term incentive plan under which they were awarded. The Accrued Plan Amounts shall include but not be limited payments and benefits provided pursuant to any accrued but unused PTO. this paragraph (2a) Not in limitation of Section 6(a), if the Company shall terminate 5 are intended as liquidated damages for a termination of the Executive’s employment without Cause, then upon by the execution and delivery Company other than for Cause or Disability or for the actions of the Company leading to a termination of the Executive’s employment by the Executive of a general release of claims in favor of the Company in a form reasonably satisfactory to the Company (“Release”)for Good Reason, the Company shall pay to the Executive (i) a termination settlement which and shall be paid in substantially equal installments in accordance with the customary payroll practices of the Company, in an amount equal to the Base Salary (as in effect on the date of termination) for twenty-four (24) months, sole and (ii) an amount equal to the annual Bonus which the Executive would have been entitled to receive in respect of the year of termination based on the achievement of any performance objectives for the Company and the Executive at no less than target level for such year of termination, prorated for the amount of the year in which Executive was employed, which amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”)exclusive remedy therefor. (3) Except as set forth in this Section 5, the Company shall have no further severance, payment or other benefit obligations to the Executive other than for the continuance of benefits under the Benefit Plans to the Date of Termination and such obligations which may be expressly provided to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between the Executive and the Company and approved by the Board.

Obligations of the Company Upon Termination. (1) If (i) If, during the two year period following the effective date of a Change of Control, the Company shall terminate terminates the Executive’s Employee's employment without Causeother than for Cause or Disability, or Disability the Employee terminates his employment for Good Reason or if, during the thirty day period following the two year anniversary of the Executiveeffective date of a Change of Control, the Employee terminates his employment for any reason: (iia) the Executive’s employment shall terminate due to the Executive’s death or Disability or (iii) the Executive shall terminate her employment, for Good Reason, then the Company shall pay to the Executive Employee in a lump sum within ten 15 days following Employee's termination of employment: (10i) days after if not theretofore paid, an amount equal to any portion of the Date Employee's earned but unpaid Base Salary (including unused but accrued vacation time) through the date of Termination termination of employment; and (ii) a cash amount equal to twice the sum of of: (A) the Executive’s Employee's annual Base Salary for two years, plus and (B) the Employee's Annual Bonus. (b) the Company shall provide, for the period of two years following the date of Employee's termination of employment, all unreimbursed business expenses Welfare Benefits for the Employee and other accrued but unpaid compensation described his dependents and beneficiaries that are at least as favorable in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid for any fiscal year ending all material respects as the benefits provided to such person immediately preceding the Change of Control and to employees employed by the Company or its successor in positions following the Change of Control that are similar to the position the Employee held immediately prior to the fiscal year in which the Date Change of Termination occursControl ("Similarly Situated Active Employees"); provided, payable at the time otherwise scheduled however, that, with respect to be paid (the amounts described in (x) and (ythis Section 3(b), the “Accrued Obligations”); and (z) any amount arising from the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts Employee shall be payable in accordance with required to pay the terms and conditions same share of the cost of such Benefit Plans, Welfare Benefits as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTOSimilarly Situated Active Employees. (2) Not in limitation of Section 6(a), if the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery by the Executive of a general release of claims in favor of the Company in a form reasonably satisfactory to the Company (“Release”), the Company shall pay to the Executive (i) a termination settlement which shall be paid in substantially equal installments in accordance with the customary payroll practices of the Company, in an amount equal to the Base Salary (as in effect on the date of termination) for twenty-four (24) months, and (ii) an amount equal to the annual Bonus which the Executive would have been entitled to receive in respect of the year of termination based on the achievement of any performance objectives for the Company and the Executive at no less than target level for such year of termination, prorated for the amount of the year in which Executive was employed, which amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”). (3) Except as set forth in this Section 5, the Company shall have no further severance, payment or other benefit obligations to the Executive other than for the continuance of benefits under the Benefit Plans to the Date of Termination and such obligations which may be expressly provided to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between the Executive and the Company and approved by the Board.

Obligations of the Company Upon Termination. (1a) If By the Company Other Than for Cause, Death or Disability; By the Executive for Good Reason. Subject to Section 5 of this Agreement, if, during the Employment Period, (ix) the Company shall terminate terminates the Executive’s 's employment without other than for Cause, or Disability of the Executive, (ii) the Executive’s employment shall terminate due to the Executive’s death or Disability or (iiiy) the Executive shall terminate her employment, terminates employment with the Company for Good Reason, then : (i) the Company shall pay to the Executive the following amounts: (A) a lump sum cash payment within ten thirty (1030) days after following the Date of Termination equal to the sum aggregate of the following amounts: (A1) the Executive’s 's Annual Base Salary for two years, plus (B) all unreimbursed business expenses and other vacation pay accrued but unpaid compensation described in Section 4(b)through the Date of Termination; (y2) without duplication, any annual Annual Bonus earned but not yet paid for any the fiscal year ending prior to immediately preceding the fiscal year in which the Date of Termination occursoccurs (other than any portion of such Annual Bonus that was previously deferred, payable at the time otherwise scheduled to which portion shall instead be paid in accordance with the applicable deferral election); and (3) the Executive's business expenses that have not been reimbursed by the Company as of the Date of Termination and were incurred by the Executive prior to the Date of Termination in accordance with the applicable Company policy, in the case of each of clauses (1), (2), and (3), to the extent not previously paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the “Accrued Obligations”); (B) subject to the Executive's delivery (and non-revocation) of an executed release of claims against the Company and the Partnership, and their respective officers, directors, employees and affiliates, in substantially the form attached hereto as Exhibit A (the “Release”), which Release must be delivered to the Company not later than forty-five (45) calendar days after the Date of Termination, and not revoked (as to the waiver of age discrimination claims contained therein) in accordance with the terms thereof, continuation of the Annual Base Salary as of the Date of Termination (disregarding any reduction in Annual Base Salary that constitutes Good Reason), payable in accordance with the Company's regular payroll practices, for two years following the Date of Termination; provided that each such payment shall be increased by an amount equal to (i) two times the greater of (x) the current Target Bonus and (y) the average of the Annual Bonus actually received by the Executive in the prior two (2) fiscal years (including, but not limited to, any portion of the Annual Bonus paid in the form of Equity Awards) (the greater of (x) and (y), the “Accrued Obligations”); and (z) any amount arising from the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan AmountsRelevant Bonus Amount”), divided by (ii) the number of Annual Base Salary payments during such two-year period; further provided that such payments shall commence on the first regular payroll date which amounts shall be payable in accordance is sixty (60) or more days following the Date of Termination, with such first payment including any amount which would have been paid on any regular payroll date following the terms Date of Termination and conditions of prior to such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO.first payment; and (2) Not in limitation of Section 6(a), if the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery by the Executive of a general release of claims in favor of the Company in a form reasonably satisfactory to the Company (“Release”), the Company shall pay to the Executive (iC) a termination settlement which shall be paid in substantially equal installments in accordance with lump sum cash payment within thirty (30) days following the customary payroll practices Date of the Company, in an amount Termination equal to the Base Salary product of (as a) the Relevant Bonus Amount and (b) a fraction, the numerator of which is the number of days elapsed in effect on the date fiscal year through the Date of termination) for twenty-four (24) monthsTermination, and the denominator of which is 365 (ii) an amount equal to the annual Bonus which the Executive would have been entitled to receive in respect of the year of termination based on the achievement of any performance objectives for the Company and the Executive at no less than target level for such year of termination, prorated for the amount of the year in which Executive was employed, which amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance BenefitsPro-Rata Bonus”). (3ii) Except any then-unvested compensatory equity awards held by the Executive shall immediately vest as set forth of the Date of Termination; provided that, for clarity, “equity awards” for this purpose shall not include the “Contingent Consideration” (as defined in this Section 5the Merger Agreement), the terms of which are fully incorporated in the Merger Agreement. (iii) to the extent not theretofore paid or provided, the Company shall have no further severance, payment timely pay or other benefit obligations provide to the Executive any other than for amounts or benefits required to be paid or provided or that the continuance Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of benefits under the Benefit Plans to Company through the Date of Termination (such other amounts and such obligations which may benefits shall be expressly provided hereinafter referred to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between the Executive and the Company and approved by the Board“Other Benefits”).

Obligations of the Company Upon Termination. (1a) If (i) If, during the Employment Period, the Company shall terminate the Executive’s employment without Cause, Employee's Full-Time Employment with the Company other than for Cause or Disability of the Executive, (ii) the Executive’s employment Employee shall terminate due to his Full-Time Employment with the Executive’s death or Disability or (iii) the Executive shall terminate her employment, Company for Good Reason, then the : (i) The Company shall pay to the Executive within ten Employee, as severance, Employee's Annual Base Salary in effect as of the Date of Termination. Such severance payment shall be made during the twelve (1012) days after months following the Date of Termination the sum of (A) the Executive’s Base Salary for two years, plus (B) all unreimbursed business expenses and other accrued but unpaid compensation described in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid for any fiscal year ending prior to the fiscal year in which the Date of Termination occurs, payable at the time otherwise scheduled to be paid (the amounts described in (x) and (y), the “Accrued Obligations”); and (z) any amount arising from the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts shall be payable in accordance with the terms Company's standard payroll and conditions of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTOwithholding practice. (2ii) Not As severance, Employee will be entitled to participate in limitation of Section 6(a), if the Company shall terminate bonus pool which may be awarded to the Executive’s employment without Cause, then upon the execution and delivery by the Executive of a general release of claims in favor officers of the Company for the year in which such termination occurs (and any prior year with respect to which a form reasonably satisfactory bonus was awarded to Employee but not paid) to the Company (“Release”), same extent as if Employee's Full-Time Employment with the Company shall pay had not terminated during the year for which the bonus is awarded; provided that the amount of the bonus awarded to Employee will be pro rated based on the Executive (i) a termination settlement number of days during such year on which shall be paid in substantially equal installments in accordance Employee was employed with the customary payroll practices Company on a Full-Time basis. For example, if Employee's Full-Time Employment with the Company covers six months of the Company, in an amount equal to the Base Salary (as in effect on the date of termination) year for twenty-four (24) months, and (ii) an amount equal to the annual Bonus which the Executive bonus is awarded he would receive 50% of the bonus he would have been entitled to receive in respect if his Full-Time Employment with the Company had covered the entire year. Nothing contained herein shall guarantee that any bonus will be paid to Employee and Employee will only receive a bonus as determined hereunder if the other officers of the year Company are awarded a bonus. (iii) Effective as of termination based the Date of Termination, the Company agrees to provide Employee, and any spouse and/or dependents receiving medical and dental coverage on the achievement Date of any performance objectives Termination under a group health plan sponsored by the Company ("Family Members"), with continued group health coverage, including medical and dental coverage, as otherwise required under applicable state continuation law and the Consolidated Omnibus Budget Reconciliation Act of 1986, 29 U.S.C. ss.ss. 1161-1168; 26 U.S.C. ss. 4980B(f), as amended, anx xxl applicable regulations (referred to collectively as "COBRA"). The Company will reimburse Employee for the total applicable premium cost for the medical and dental COBRA continuation coverage elected for Employee and his or her Family Members for a period of up to twelve (12) months commencing on the Date of Termination. Such reimbursements shall be subject to all applicable taxes, including but not limited to state and federal income and employment taxes. (iv) In the event Employee obtains Full-Time Employment within twelve (12) months of the Date of Termination with an entity other than the Company, and Employee and his or her Family Members become eligible for a group health plan of such entity providing medical and/or dental coverage, the Company's obligation to reimburse Employee for the total applicable premium cost of medical and dental continuation coverage elected shall cease as of the date such coverage for Employee and his or her Family Members under such group health plan becomes effective. (v) For purposes of the Company's Non-Qualified Stock Option Plan and determining the vesting of options granted to Employee under such Plan, the Compensation Committee has determined that Employee will continue to be deemed to be an employee of the Company during the period in which he works for the Company and as a part-time employee or makes himself available to work for the Executive at Company as a part-time employee pursuant to Section 3 hereof, provided that if Employee refuses or fails to provide such part-time services, or if Employee accepts Full-Time Employment with any other employer during such period, or if Employee dies during such period, he will no less than target level longer be deemed to be an employee of the Company for such year of termination, prorated for the amount purposes as of the year in which Executive was employeddate he refuses or fails to provide such part-time services, which amount shall be paid to or the Executive when date he commences such Full-Time Employment, or the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”)date he dies. (3vi) Except as set forth In the event that Employee dies after becoming fully entitled to the severance payments provided in this Section 5section 2(a)(i) hereof but before the Employee actually receives all of such payments, any remaining unpaid payments will be made first to the Employee's surviving spouse, if any, and if there is no surviving spouse, to the Employee's estate. In the event Employee dies after becoming entitled to the benefits provided in section 2(a)(iii) hereof, the Company shall have no further severance, payment or other benefit obligations continue to the Executive other than reimburse Employee's Family Members for the continuance of benefits under premium cost for COBRA continuation coverage through the Benefit Plans to date which is twelve (12) months from the Date of Termination and such obligations which may be expressly provided to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between the Executive and the Company and approved by the BoardTermination.

Obligations of the Company Upon Termination. (1a) If (i) By the Executive for Good Reason; By the Company Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive’s employment without other than for Cause, or Disability of the Executive, (ii) the Executive’s employment shall terminate due to the Executive’s death Death or Disability or (iii) the Executive shall terminate her employment, employment for Good Reason, then : (i) the Company shall pay to the Executive in a lump sum in cash within ten (10) 30 days after the Date of Termination the sum aggregate of the following amounts: (A) the sum of (1) the Executive’s Annual Base Salary for two yearsthrough the Date of Termination to the extent not theretofore paid, plus (B2) all unreimbursed the Executive’s business expenses and other accrued that are reimbursable pursuant to Section 4(b)(v) but unpaid compensation described in Section 4(b)have not been reimbursed by the Company as of the Date of Termination; (y3) without duplication, any annual the Executive’s Annual Bonus earned but not yet paid for any the fiscal year ending prior to immediately preceding the fiscal year in which the Date of Termination occurs, payable at if such bonus has been determined but not paid as of the time otherwise scheduled Date of Termination; (4) any accrued vacation pay to be the extent not theretofore paid (the sum of the amounts described in subclauses (x1), (2), (3) and (y4), the “Accrued Obligations”); ) and (z) any amount arising from the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts shall be payable in accordance with the terms and conditions of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO. (2) Not in limitation of Section 6(a), if the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery by the Executive of a general release of claims in favor of the Company in a form reasonably satisfactory to the Company (“Release”), the Company shall pay to the Executive (i) a termination settlement which shall be paid in substantially equal installments in accordance with the customary payroll practices of the Company, in an amount equal to the Base Salary (as in effect on the date of termination) for twenty-four (24) months, and (ii5) an amount equal to the annual product of (x) the Recent Average Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 (the “Pro Rata Bonus”); provided that notwithstanding the foregoing, if the Executive would have been entitled has made an election to receive in respect defer any portion of the year of termination based on Annual Base Salary or the achievement of any performance objectives for the Company and the Executive at no less than target level for such year of termination, prorated for the amount of the year Annual Bonus described in which Executive was employed, which amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination clauses (such salary continuation and bonus payments, the “Severance Benefits”). 1) or (3) Except as set forth in above, then for all purposes of this Section 56 (including, without limitation, Sections 6(b) through 6(d)), such deferral election, and the Company terms of the applicable arrangement shall have no further severance, payment or other benefit obligations apply to the Executive other than for same portion of the continuance amount described in such clause (1) or clause (3), and such portion shall not be considered as part of benefits under the Benefit Plans “Accrued Obligations” but shall instead be an “Other Benefit” (as defined below); and (B) the amount equal to the Date product of Termination (1) one and such obligations which may be expressly provided to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between one half and (2) the Executive sum of (x) the Executive’s Annual Base Salary and (y) the Company and approved by the Board.Recent Average Bonus;

Obligations of the Company Upon Termination. (1a) If By the Company Other Than for Cause, Death or Disability; By the Executive for Good Reason. Subject to Section 5, if, during the Employment Period, (ix) the Company shall terminate the Executive’s employment without other than for Cause, or Disability of the Executive, (ii) the Executive’s employment shall terminate due to the Executive’s death or Disability or (iiiy) the Executive shall terminate her employment, employment for Good Reason, then : the Company shall pay and provide to the Executive the following amounts and benefits: (i) a lump sum cash payment within ten (10) 30 days after the Date of Termination equal to the sum aggregate of the following amounts: (A1) the Executive’s Annual Base Salary and vacation pay through the Date of Termination, (2) the Executive’s accrued Annual Bonus for two years, plus (B) all unreimbursed business expenses and other accrued but unpaid compensation described in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid for any the fiscal year ending prior to immediately preceding the fiscal year in which the Date of Termination occursoccurs (other than any portion of such Annual Bonus that was previously deferred, payable at the time otherwise scheduled to which portion shall instead be paid in accordance with the applicable deferral election) if such bonus has not been paid as of the Date of Termination, and (3) the Executive’s business expenses that have not been reimbursed by the Company as of the Date of Termination that were incurred by the Executive prior to the Date of Termination in accordance with the applicable Company policy, in the case of each of clauses (1) through (3), to the extent not previously paid (the sum of the amounts described in clauses (x1) and through (y), 3) shall be hereinafter referred to as the “Accrued Obligations”); and and (zii) any amount arising from subject to the Executive’s participation in, or benefits under, any Benefit Plans delivery (“Accrued Plan Amounts”), which amounts shall be payable in accordance with the terms and conditions non-revocation) of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO. (2) Not in limitation of Section 6(a), if the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery by the Executive of a general an executed release of claims in favor of against the Company and its officers, directors, employees and affiliates in a substantially the form reasonably satisfactory to attached hereto as Exhibit B (the Company (“Release”), which Release must be delivered to the Company shall pay and the period in which it may be revoked expired not later than thirty 30 days after the Date of Termination (the “Release Deadline”): (A) an amount equal to two times the sum of (x) the Executive’s Annual Base Salary and (y) the Executive’s Target Bonus as in effect for the fiscal year of the Company in which the Date of Termination occurs, payable in a lump sum on the fifth business day following the Release Deadline; (B) to the extent permitted by the Company’s group health insurance carrier and as would not cause the Company to incur tax or other penalties, the Executive (i) a termination settlement which shall be paid allowed to purchase, on an after-tax basis, group health benefits otherwise offered by the Company to its active employees generally until the Executive attains, or in substantially equal installments in accordance with the customary payroll practices case of his death, would have attained, the age of 65 (but as to his children, only through their attainment of age 26). The receipt of such health care benefits shall be conditioned upon the Executive making a timely election to receive COBRA coverage provided to former employees under Section 4980B of the CompanyCode and continuing such coverage for so long as it may be available, in and thereafter continuing to pay an amount equal to the Base Salary (monthly COBRA premium as in effect at the Company from time to time in respect of the applicable level of coverage. If Executive allows such coverage to lapse by not paying the applicable amount, such coverage may not thereafter be reinstated (the benefits provided pursuant to this Section 4(a)(ii)(B), the “Post-Employment Health Care Benefits”); (C) full vesting of any outstanding Inducement LTIP Units, Annual LTIP Awards and Special Performance LTIP Units and waiver of any service-based vesting conditions on any other outstanding equity-based or long-term performance awards. For any current performance periods (the current fiscal year in the case of Annual LTIP Awards and each current Special Performance Period in the case of Special Performance LTIP Units), or completed performance periods as to which grants of LTIP Units have not been made by the Date of Termination, Annual LTIP Awards and Special Performance LTIP Units, if any, shall be (A) granted on the fifth business day following the Release Deadline based (I) as to current performance periods, on actual performance through the Date of Termination (projected to the end of the applicable performance period for absolute, but not for relative, performance goals), with the amount earned not pro-rated for the partial completion of any performance period, and (II) as to completed performance periods as to which grants of LTIP Units have not been made by the Date of Termination, on actual performance through the end of any such performance period, with the amount earned not pro-rated, and (B) vested without regard to any applicable service vesting condition when granted (the “Equity Award Vesting Benefits”); and (iii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or that the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”). Notwithstanding the foregoing provisions of Section 4(a), in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer) (a “Specified Employee”), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a) during the six-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”), on the first business day after the earlier of (i) the date of termination) for twenty-four (24) months, the Executive’s death and (ii) an amount equal to the annual Bonus which the Executive would have been entitled to receive in respect of the year of termination based on the achievement of any performance objectives for the Company and the Executive at no less than target level for such year of termination, prorated for the amount of the year in which Executive was employed, which amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year date that is six months following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”). (3) Except as set forth in this Section 5, the Company shall have no further severance, payment or other benefit obligations to the Executive other than for the continuance of benefits under the Benefit Plans to the Date of Termination (the “409A Payment Date”). For the avoidance of doubt, the parties hereto acknowledge that the severance payments and such obligations which may be expressly provided benefits described in this Agreement are intended to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between exempt from the Executive operation of Section 409A of the Code and not “deferred compensation” within the Company and approved by the Board.meaning of Section 409A.

Obligations of the Company Upon Termination. (1a) If Termination by Executive for Good Reason; Termination by the Company -------------------------------------------------------------------- Other Than for Cause, Death, Disability or Retirement. If, during the ----------------------------------------------------- Employment Period, the Company shall terminate Executive's employment other than for Cause, death, Disability or Retirement, or Executive shall terminate employment for Good Reason, then in consideration of Executive's services rendered prior to such termination and as reasonable compensation for his compliance with the Restrictive Covenants in Section 12 hereof: (i) the Company shall terminate the Executive’s employment without Cause, or Disability of the Executive, (ii) the Executive’s employment shall terminate due to the Executive’s death or Disability or (iii) the Executive shall terminate her employment, for Good Reason, then the Company shall pay to the Executive in a lump sum in cash within ten (10) 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (A1) the Executive’s 's Base Salary for two years, plus (B) all unreimbursed business expenses and other accrued but unpaid compensation described in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid for any fiscal year ending prior to the fiscal year in which through the Date of Termination occursto the extent not theretofore paid, payable at and (2) any compensation previously deferred by Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the time otherwise scheduled to be extent not theretofore paid (the sum of the amounts described in clauses (x1) and (y2) shall be hereinafter referred to as the "Accrued Obligations"); and B. the amount equal to two times the Executive's Base Salary in effect as of the Date of Termination (provided, if Executive terminates employment pursuant to Section 7(c)(v), the “Accrued Obligations”); and (z) any amount arising from shall equal the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts shall be payable in accordance with the terms and conditions greater of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO. (2) Not in limitation of Section 6(a), if the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery by the Executive of a general release of claims in favor of the Company in a form reasonably satisfactory to the Company (“Release”), the Company shall pay to the Executive (i) a termination settlement which shall be paid Executive's Base Salary in substantially equal installments in accordance with the customary payroll practices effect as of the Company, in an amount equal to Date of Termination or (ii) the Base Salary (as in effect on the date of termination) for twenty-four (24) months, and (ii) an amount equal to the annual Bonus which the Executive would have been entitled to receive during the then-remaining term of this Agreement had such employment not been terminated, provided that in respect no event shall the amount paid under this provision exceed two times Executive's Base Salary in effect as of the Date of Termination) (the "Severance Payment"); and (ii) for one year after Executive's Date of termination based on Termination, or such longer period as may be provided by the achievement of any performance objectives for the Company and the Executive at no less than target level for such year of termination, prorated for the amount terms of the year in which Executive was employedappropriate plan, which amount shall be paid to the Executive when the Company pays bonuses to its employees generallyprogram, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”). (3) Except as set forth in this Section 5practice or policy, the Company shall continue benefits to Executive and/or Executive's family at least equal to those which would have no further severancebeen provided to them in accordance with the welfare plans, payment programs, practices and policies described in Section 5(d) of this Agreement if Executive's employment had not been terminated or, if more favorable to Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if Executive becomes re-employed with another employer and is eligible to receive medical or other benefit obligations welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility ("Welfare Benefits"); and (iii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to Executive any other than for the continuance of amounts or benefits under the Benefit Plans to the Date of Termination and such obligations which may be expressly provided required to be paid on termination or provided or which Executive is eligible to survive on termination as set forth in receive under any other written plan, program, policy or practice or contract or agreement entered into simultaneously or hereafter between the Executive and of the Company and approved by its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the Board"Other Benefits"); and (iv) the entire unvested portion of the Option shall immediately vest.

Obligations of the Company Upon Termination. (1a) If (i) Other Than for Cause, ------------------------------------------- --------------------- Death or Disability; Good Reason. If, during the Employment Period, the Company shall terminate -------------------------------- terminates the Executive’s employment without 's employment, other than for Cause, or Disability of the Executive, (ii) the Executive’s employment shall terminate due to the Executive’s death or Disability Disability, or (iii) the Executive shall terminate her employment, terminates employment for Good Reason, then the Company shall pay the amounts described in subparagraph (i) below to the Executive in a lump sum in cash within ten (10) 30 days after the Date of Termination; shall continue the benefits described in subparagraph (ii) below for the period set forth therein; and shall, at the Company's sole expense as incurred, provide the Executive with reasonable outplacement services. The payments and benefits provided pursuant to this Section 5(a) are intended as liquidated damages for a termination of the Executive's employment by the Company other than for Cause, death or Disability or for the actions of the Company leading to a termination of the Executive's employment by the Executive for Good Reason, and shall be the sole and exclusive remedy therefor. (i) The amounts to be paid in a lump sum as described above are: A. The sum of (1) the Executive's Annual Base Salary through the Date of Termination, (2) the product of (x) the average annual bonus earned by the Executive for the three years immediately prior to the year in which the Date of Termination occurs (the "Bonus Amount") and (y) a fraction, the numerator of which is the number of days in the calendar year in which the Date of Termination occurs through the Date of Termination, and the denominator of which is 365, and (3) the value of the Executive's accrued, but unused, vacation days (based on the Executive's Annual Base Salary), in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2) and (3), shall be hereinafter referred to as the "Accrued Obligations"); and B. The amount equal to the product of (1) the greater of (A) the Executive’s Base Salary for two years, plus number of months and portions thereof from the Date of Termination until the expiration of the Employment Period and (B) all unreimbursed business expenses twelve (the "Continuation Period"), divided by twelve and other accrued but unpaid compensation described in Section 4(b); (2) the sum of (x) the Executive's Annual Base Salary, (y) without duplication, any annual the Bonus earned but not yet paid Amount and (z) the Company's contribution to the Company's Profit Sharing Retirement Plan (or successor plan) with respect to the Executive for any fiscal the year ending immediately prior to the fiscal year in which the Date of Termination occurs, payable at the time otherwise scheduled to be paid (the amounts described in (x) and (y), the “Accrued Obligations”); and (z) any amount arising from the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts shall be payable in accordance with the terms and conditions of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO. (2ii) Not in limitation of Section 6(a)During the Continuation Period, if the Company shall terminate Executive and/or the Executive’s employment without Cause, then upon the execution and delivery by the Executive of a general release of claims in favor of the Company in a form reasonably satisfactory to the Company (“Release”), the Company shall pay to the Executive (i) a termination settlement which 's family shall be paid in substantially equal installments in accordance provided with the customary payroll practices of the Company, in an amount equal to the Base Salary (benefits at least as in effect on the date of termination) for twenty-four (24) months, and (ii) an amount equal to the annual Bonus which the Executive favorable as those that would have been entitled provided to them under Section 3(c)(ii) of this Agreement if the Executive's employment had continued until the end of the Continuation Period; provided, however, that during any period when the Executive is eligible to receive in respect such benefits under another employer-provided plan, the benefits provided by the Company under this Section 5(a)(ii) may be made secondary to those provided under such other plan. For purposes of determining eligibility (but not the time of commencement of benefits) of the year of termination based on the achievement of any performance objectives Executive for the Company and retiree benefits, the Executive at no less than target level for such year of termination, prorated for shall be deemed to have retired upon the amount end of the year in which Executive was employed, which amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”)Continuation Period. (3) Except as set forth in this Section 5, the Company shall have no further severance, payment or other benefit obligations to the Executive other than for the continuance of benefits under the Benefit Plans to the Date of Termination and such obligations which may be expressly provided to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between the Executive and the Company and approved by the Board.

Obligations of the Company Upon Termination. (1a) If (i) By the Company shall terminate Other Than for Cause, Death, Disability or Non-Extension of the Employment Period or by the Executive for Good Reason. If, during the Employment Period, the Executive’s employment without with the Company is terminated by the Company other than for Cause, death, Disability or Disability non-extension of the Executive, (ii) the Executive’s employment shall terminate due to the Executive’s death Employment Period or Disability or (iii) by the Executive shall terminate her employment, for Good Reason, then the Company shall pay or provide to the Executive within ten Executive: (10i) days after The Executive’s “Accrued Obligations” which include, to the Date of Termination the sum of extent not theretofore paid: (A) the Executive’s Annual Base Salary for two years, plus earned through the Date of Termination; (B) all unreimbursed the Executive’s Benefits, including accrued vacation pay, vested or earned through the Date of Termination; (C) the Executive’s Annual Incentive Award for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs if such award has been earned but has not been paid as of the Date of Termination; (D) the Executive’s vested awards, if any, under the Long-Term Incentive Programs; and (E) the Executive’s business expenses that have not been reimbursed by the Company as of the Date of Termination that were incurred by the Executive prior to the Date of Termination in accordance with the applicable Company policy. (ii) The following severance benefits, subject to the Executive signing and other accrued but unpaid compensation not revoking a release of claims within the timeframe and in the form prescribed by the Company; provided that, such release shall not require the Executive to release any rights to Accrued Obligations, indemnification described in Section 4(b8 or any amount of such severance benefits solely by signing and continuing to comply with such release and this Agreement: (A) an amount equal to one (1) times the Executive’s Annual Base Salary described in Section 2(b)(i); ; (yB) without duplicationan amount equal to one (1) times the Executive’s Target Annual Incentive Award described in Section 2(b)(ii); (C) the Annual Incentive Award that the Executive would have earned, any annual Bonus earned but not yet paid if any, for any the fiscal year ending prior to in which the Date of Termination occurs (as determined by the Company after the end of such fiscal year when other Annual Incentive Awards are determined), multiplied by a fraction, the numerator of which is the number of days the Executive was employed by the Company during the fiscal year in which the Date of Termination occurs, payable at and the time otherwise scheduled to be paid denominator of which is three hundred sixty five (365) (the amounts described in (x) and (y), the “Accrued ObligationsPro Rata Annual Incentive Award”); and (z) any amount arising from the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts shall be payable in accordance with the terms and conditions of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO.; (2D) Not in limitation of Section 6(a), if the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery all unvested awards held by the Executive of a general release of claims in favor of under the Company in a form reasonably satisfactory Long-Term Incentive Programs shall become vested as to the Company (“Release”), the Company shall pay tranche of such awards next scheduled to the Executive (i) a termination settlement which shall be paid in substantially equal installments in accordance with the customary payroll practices of the Company, in an amount equal to the Base Salary (as in effect vest on the date of termination) for twenty-four (24) months, and (ii) an amount equal to the annual Bonus which the Executive would have been entitled to receive in respect of the year of termination based on the achievement of any performance objectives for the Company and the Executive at no less than target level for such year of termination, prorated for the amount of the year in which Executive was employed, which amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”). (3) Except as set forth in this Section 5, the Company shall have no further severance, payment or other benefit obligations to the Executive other than for the continuance of benefits under the Benefit Plans to after the Date of Termination and each such obligations award, and each already vested award described in Section 4(a)(i)(D), which may be expressly provided is a stock option shall continue to be paid on termination or exercisable for the remainder of its term; provided, that, this Section 4(a)(ii)(D) shall not apply to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between the Executive’s restricted stock award which will be granted to the Executive in connection with the IPO in substitution of the restricted Class D Units of Aviv Healthcare Properties Limited Partnership which were granted to the Executive prior to the IPO (the “Substitute Incentive Award”); (E) the premium costs for medical, dental and vision coverage under the Company and approved Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”), for the Executive and, where applicable, his spouse or dependents, to the extent elected by the Board.Executive under the applicable Company plans, for a period ending on the earlier of (1) twelve (12) months following the Date of Termination and (2) the date on which the Executive obtains employment with a new employer; and (F) outplacement services, the scope and provider of which shall be selected by the Executive in the Executive’s sole discretion, provided that the cost of such outplacement shall not exceed $15,000; and provided, further, that such outplacement benefits shall be reasonable and shall end on the earlier of (1)

Obligations of the Company Upon Termination. (1a) If Termination by Executive for Good Reason; Termination by the Company Other Than for Cause or Disability. If, during the Employment Period, the Company shall terminate Executive’s employment other than for Cause or Disability, or Executive shall terminate employment for Good Reason by giving notice during the 120-day period following the occurrence of the event described in Section 5(c) giving rise to Good Reason: (i) the Company shall terminate the Executive’s employment without Cause, or Disability of the Executive, (ii) the Executive’s employment shall terminate due to the Executive’s death or Disability or (iii) the Executive shall terminate her employment, for Good Reason, then the Company shall pay to the Executive in a lump sum in cash, within ten (10) 30 days after the Date date of Termination the sum of (A) the Executive’s termination, his Annual Base Salary for two years, plus (B) all unreimbursed business expenses and other accrued but unpaid compensation described in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid for any fiscal year ending prior through the date of termination to the fiscal year in which the Date of Termination occurs, payable at the time otherwise scheduled to be extent not theretofore paid (the amounts described in (x) and (y), the “Accrued Obligations”); and (z) any amount arising from the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts shall be payable in accordance with the terms and conditions of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO.and (2ii) Not in limitation of Section 6(a), if the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery by the Executive of a general release of claims in favor of the Company in a form reasonably satisfactory to the Company (“Release”), the Company shall pay to Executive in a lump sum in cash upon the Executive earlier of (ia) a date no later than 30 days after Executive’s death, or (b) the first day of the seventh month following Executive’s “separation from service” as defined in Section 409A of the Internal Revenue Code of 1986 (the “Code”) and applicable regulations, without giving effect to any elective provisions that may be available under such definition (“Separation from Service”) the aggregate of the following amounts: A. the product of (x) Executive’s target annual incentive bonus for the year in which the date of termination settlement occurs (“Target Annual Bonus”) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the date of termination, and the denominator of which is 365 (the “Prorata Current Year Bonus”); and B. a severance payment equal to 200% times the sum of Executive’s Annual Base Salary and Target Annual Bonus; and (iii) the Company shall continue to provide, for 24 months after Executive’s date of termination (the “Welfare Benefits Continuation Period”), or such longer period as may be paid in provided by the terms of the appropriate plan, program, practice or policy, any group health benefits to which Executive and/or Executive’s eligible dependents would otherwise be entitled to continue under COBRA, or benefits substantially equal installments equivalent to those group health benefits which would have been provided to them in accordance with the customary payroll practices Welfare Plans described in Section 4(b)(iv) of this Agreement if Executive’s employment had not been terminated, provided, however, that (A) if Executive becomes employed with another employer (including self-employment) and receives group health benefits under another employer provided plan, the Company’s obligation to provide group health benefits described herein shall cease, except as otherwise provided by law; (B) the Welfare Benefits Continuation Period shall run concurrently with any period for which Executive is eligible to elect health coverage under COBRA; (C) for all months after the initial 18 months of the CompanyWelfare Benefits Continuation Period, the applicable monthly COBRA premium for such group health benefits, determined in an amount equal accordance with Code Section 4980B and the regulations thereunder, shall be reimbursed to the Base Salary (as in effect on the date of termination) for twenty-four (24) months, and (ii) an amount equal to the annual Bonus which the Executive would have been entitled to receive in respect of the year of termination based on the achievement of any performance objectives for by the Company as taxable compensation by including such amount in Executive’s income in accordance with applicable rules and regulations; (D) during the Executive at no less than target level for such Welfare Benefits Continuation Period, the benefits provided in any one calendar year of termination, prorated for shall not affect the amount of benefits provided in any other calendar year; (E) the year in which Executive was employed, which amount reimbursement of an eligible taxable expense shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 made on or before December 31 of the year following the year in which the expense was incurred; and (F) Executive’s rights pursuant to this Section 6(a)(iii) shall not be subject to liquidation or exchange for another benefit; and (iv) all of Executive’s equity or incentive awards outstanding on the date of termination shall be treated as follows: (x) all time-based restrictions on awards of restricted stock or unit awards shall lapse as of the date of termination, (y) each such option shall be fully vested and exercisable as of the date of termination and shall remain in effect and exercisable through the end of its original term, without regard to the termination of Executive’s employment; and (z) any performance shares or units shall be governed by the terms and conditions of the Company’s long-term incentive plan under which they were awarded; and (v) to the extent not theretofore paid or provided, the Company shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or which Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such salary continuation other amounts and bonus payments, benefits shall be hereinafter referred to as the “Severance Other Benefits”). (3) Except as set forth in this Section 5, the Company shall have no further severance, payment or other benefit obligations to the Executive other than for the continuance of benefits under the Benefit Plans to the Date of Termination and such obligations which may be expressly provided to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between the Executive and the Company and approved by the Board.

Obligations of the Company Upon Termination. (1a) If By the Company, Other Than for Cause, Death or Disability, or By the Executive for Good Reason. If, during the Employment Period, the Company terminates the Executive's employment, other than for Cause or Disability or by reason of the Executive's death, or the Executive terminates employment for Good Reason, the Company shall pay the Executive in a single lump sum an amount equal to his Annual Base Salary under Section 3(a) hereof for the greater of (i) the Company shall terminate the Executive’s employment without Cause, two years or Disability of the Executive, (ii) the balance of the then Employment Period as well as the Annual Bonus for the same period determined at the target rate under the Company's then annual incentive plan. Fifty percent of such amounts shall be consideration for the Executive’s 's undertaking not to breach the terms of the covenants contained in Section 8 below. The Company shall also pay to the Executive, in a lump sum in cash within 30 days after the Date of Termination, the Executive's accrued but unpaid cash compensation (the "Accrued Obligations"), which shall include but not be limited to, (1) any portion of the Executive's Annual Base Salary through the Date of Termination that has not yet been paid and an amount representing the Annual Bonus for the year of termination based on target, and multiplying that amount by a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 (the "Annual Bonus Amount"), (2) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) that has not yet been paid, (3) any accrued but unpaid vacation pay, and (4) similar unpaid items that have accrued or to which the Executive has become entitled as of the Date of Termination, including declared but unpaid bonuses and unreimbursed employee business expenses, and the Company shall also pay all brokerage commissions, transfer taxes and closing costs incurred in selling the Executive's then current Las Vegas, Nevada residence if Executive has relocated his residence to Las Vegas, Nevada as set fort in Section 3(i) and if the Executive is unable to sell such property within 90 days of placing it on the market, for its appraised fair market value as determined in accordance with the Company's normal policy for senior level executives; provided, however, that in no event shall such purchase be at a price less than the Executive's documented cost for such residence including all renovations and improvements; and provided further, that the Company's obligation to make any payments under this Section 5(a) to the extent any such payment shall not have accrued as of the day before the Date of Termination shall also be conditioned upon the Executive's execution, and non-revocation, of a written release, substantially in the form attached hereto as Annex 1 (the "Release"), of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive's employment by the Company (other than any entitlements under the terms of this Agreement or under any other plans or programs of the Company in which the Executive participated and under which the Executive has accrued or become entitled to a benefit), or the termination thereof. Notwithstanding the foregoing, in the event the Company terminates the Executive's employment for Disability, the Executive shall terminate be entitled to a salary continuation benefit equal to 60% of his Annual Base Salary through age 65, reduced by the value of any Annual Base Salary continuation received (whether in lump sum or periodically) under the Company's Long Term Disability Plan, any other applicable insurance or group benefit provided by the Company, and the amounts specified as Annual Base Salary in the first sentence of the prior paragraph. Notwithstanding the foregoing, in the event payment is due to the Executive’s death or Disability or (iii) the Executive shall terminate her employment, for Good Reasonunder this Section following a Change of Control, then conditioned upon the Company Executive's execution, and non-revocation, of the Release and for Executive not breaching the terms of the covenants contained in Section 8(a) and (b) below, the Executive, in lieu of the amounts specified in the first sentence of the first paragraph of this Section other than the residence expenditures, shall pay to the Executive receive in a lump sum in cash within ten (10) 30 days after the Date of Termination equal to 2.99 multiplied by the sum of (A) the Executive’s 's Annual Base Salary and Annual Bonus for two years, plus (B) all unreimbursed business expenses and other accrued but unpaid compensation described in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid for any fiscal year ending prior to the fiscal year in which the Date Change of Termination occursControl occurs or the immediately preceding year, payable at whichever produces the time otherwise scheduled higher sum. Fifty percent of such amount shall be consideration for the Executive's undertaking not to be paid (breach the amounts described terms of the covenants contained in (xSections 8(a) and (y)b) below. In addition, the “Accrued Obligations”); and (z) any amount arising from Executive shall also be entitled to, in the case of compensation previously deferred by the Executive’s participation in, a lump sum equal to all amounts previously defined (together with any accrued interest thereon) and not yet paid by the Company, any accrued vacation pay not yet paid by the Company. For the remainder of the Employment Period, or such longer period as any plan, program, practice or policy may provide, the Company shall continue benefits under, any Benefit Plans (“Accrued Plan Amounts”), to the Employee and/or the Employee's family at least equal to those which amounts shall be payable would have been provided to them in accordance with the terms plans, programs, practices and conditions policies described in Section 3 of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO. (2) Not in limitation of Section 6(a), this Agreement if the Company shall terminate the Executive’s Employee's employment without Causehad not been terminated, then upon the execution including health insurance and delivery by the Executive of a general release of claims in favor of the Company in a form reasonably satisfactory to the Company (“Release”)life insurance, the Company shall pay to the Executive (i) a termination settlement which shall be paid in substantially equal installments in accordance with the customary payroll practices most favorable plans, practices, programs or policies of the CompanyCompany and its subsidiaries during the 90-day period immediately preceding the date on which the Change of Control occurs or, in an amount equal if more favorable to the Base Salary (Employee, as in effect at any time thereafter with respect to other key employees and their families and for purposes of eligibility for retiree benefits pursuant to such plans, practices, programs and policies, the Employee shall be considered to have remained employed until the end of the Employment Period and to have retired on the date last day of termination) for twenty-four (24) months, and (ii) an amount equal to the annual Bonus which the Executive would have been entitled to receive in respect of the year of termination based on the achievement of any performance objectives for the Company and the Executive at no less than target level for such year of termination, prorated for the amount of the year in which Executive was employed, which amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”)period. (3) Except as set forth in this Section 5, the Company shall have no further severance, payment or other benefit obligations to the Executive other than for the continuance of benefits under the Benefit Plans to the Date of Termination and such obligations which may be expressly provided to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between the Executive and the Company and approved by the Board.

Obligations of the Company Upon Termination. (1) If If, during the two year period following the effective date of a Change of Control, the Company terminates the Employee’s employment other than for Cause or Disability, or the Employee terminates his employment for Good Reason, or in the event of the Employee Death while in active employment with the Company, or if, during the thirty day period following the two year anniversary of the effective date of a Change of Control, the Employee terminates his employment for any reason, the Company shall pay the compensation and provide the benefits described in this Section 3. Anything in this Agreement to the contrary notwithstanding, if (i) the Company shall terminate the Executive’s employment without Cause, or Disability a Change of the ExecutiveControl occurs, (ii) the ExecutiveEmployee’s employment shall terminate due to with the Executive’s death or Disability or Company is terminated by the Company without Cause before the date on which the consummation of the Change of Control occurred, and (iii) it is reasonably demonstrated by the Executive shall terminate her employmentEmployee that such termination of employment arose in connection with or in anticipation of a transaction which, if consummated, would constitute a Change of Control (whether or not with respect to the party first coming to the Company’s attention), then, for purposes of this Agreement and notwithstanding any other action taken by the Company or the Employee (including execution of a general release of claims), the Employee’s termination shall be deemed to have occurred with Good ReasonReason after consummation of a transaction constituting a Change of Control, then and the Company shall pay the compensation and provide the benefits described in this Section 3, subject to a credit for the value of any other post-termination compensation and benefits paid to the Employee without regard to the Employee’s rights under this Agreement. (a) The Company shall pay to the Executive within ten Employee in a lump sum on the first day of the seventh month beginning after Employee’s termination of employment: (10i) days after if not theretofore paid, an amount equal to any portion of the Date Employee’s earned but unpaid Base Salary (including unused but accrued vacation time) through the date of Termination termination of employment; and (ii) a cash amount equal to three times the sum of of: (A) the ExecutiveEmployee’s annual Base Salary for two years, plus Salary; (B) all unreimbursed business expenses and other accrued but unpaid compensation described the Employee’s Annual Bonus; and (C) the aggregate value of the Employee’s Perquisites. (b) The Company shall pay to the Employee a pro-rata portion of the target annual bonus (as defined in Section 4(b); (ythis paragraph) without duplication, any annual Bonus earned but not yet paid for any fiscal year ending prior with respect to the fiscal year in which the Date of Termination occursEmployee’s employment terminated, payable at the time otherwise scheduled to be paid (the amounts described in (x) and (y), the “Accrued Obligations”); and (z) any amount arising from the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts shall be payable in accordance with the terms and conditions of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO. (2) Not in limitation of Section 6(a), if the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery by the Executive of a general release of claims in favor of the Company in a form reasonably satisfactory to the Company (“Release”), the Company shall pay to the Executive (i) a termination settlement which shall be paid in substantially equal installments in accordance with the customary payroll practices of the Company, in an amount equal to the Base Salary (as in effect on the date of termination) for twenty-four (24) months, and (ii) an amount equal to the annual Bonus which the Executive that it would have otherwise been entitled to receive in respect of the year of termination based on the achievement of any performance objectives for the Company and the Executive at no less than target level for such year of termination, prorated for the amount of the year in which Executive was employed, which amount shall be paid to the Executive when the Company pays bonuses to its employees generallypaid, but in no event later than April 15 March 15th of the year following the year in which it otherwise would have been paid, equal to the product of (i) the Employee’s target annual bonus (as defined in this paragraph) for the full year multiplied by (ii) a fraction, the numerator of which is the number of days elapsed from the beginning of the applicable fiscal year to the date of termination (such salary continuation and the denominator of which is 365. The target annual bonus payments, the “Severance Benefits”). (3) Except is as set forth in the Corporation’s Executive Incentive Plan and attached hereto as Exhibit A. (c) The Company shall provide, for the period of three years following the date of Employee’s termination of employment, all Welfare Benefits for the Employee and his dependents and beneficiaries that are at least as favorable in all material respects as the benefits provided to such person immediately preceding the Change of Control and to employees employed by the Company or its successor in positions following the Change of Control that are similar to the position the Employee held immediately prior to the Change of Control (“Similarly Situated Active Employees”); provided, however, that, with respect to this Section 53(c), the Employee shall be required to pay the same share of the cost of such Welfare Benefits as Similarly Situated Active Employees; and provided further that if medical coverage provided to the Employee pursuant to this Section 3(c) would expire later than the date upon which COBRA coverage for the Employee (determined without regard to this Agreement) would expire (the “Normal COBRA Expiration Date”), continued medical coverage provided to the Employee hereunder following the Normal COBRA Expiration Date shall be subject to the reimbursement provisions of Section 9(c) of this Agreement. Notwithstanding anything to the contrary set forth above, the Company, in its sole discretion, may discontinue any medical plan coverage contemplated hereunder in the event that such continuation is not permitted under or would adversely affect the tax status of the plan or plans of the Company pursuant to which the coverage is provided, in which case the Company shall have no further severance, payment provide such coverage through insurance or other benefit obligations arrangements. (d) The Company shall pay to the Executive other than Employee in a lump sum within 15 days following Employee’s termination of employment an amount equal to the sum of (i) matching contributions that the Company would have made to the Company’s tax-qualified defined contribution plan on behalf of the Employee had Employee remained an employee of the Company for the continuance three-year period following the date of benefits Employee’s termination of employment assuming the Employee contributed to such plan as elective deferral contributions the maximum amount permissible by applicable law and the terms of such plan, and (ii) the additional amount the Employee would have received as a benefit under the Benefit Plans Company’s tax-qualified defined benefit pension plan had Employee remained an employee of the Company for the three-year period following the date of Employee’s termination of employment. The amounts described herein shall be determined under the terms of each respective plan as in effect immediately prior to the Date effective date of Termination and such obligations which may be expressly provided the Change of Control. (e) The Employee shall continue to be paid on termination or entitled to survive on termination as set forth the rights and benefits described in any other written agreement (i) Section 11 of the Company’s Amended and Restated Supplemental Excess Retirement Plan and (ii) the Company’s Amended and Restated Stock-Based Award Plan and the award agreements entered into simultaneously or hereafter between in connection with such Stock-Based Award Plan. (f) The Company shall provide the Executive and Employee with the same retiree medical benefits that were in effect for retirees of the Company and approved by immediately prior to the BoardChange of Control, based on the Employee’s years of service, including service after the Change of Control; provided, however, that if Employee is less than age 55 on the date of termination of employment, Employee shall be treated for purposes of entitlement to such benefits as if he had attained age 55 prior to such termination.

Obligations of the Company Upon Termination. (1) If (i) If, during the two year period following the effective date of a Change of Control, the Company shall terminate terminates the ExecutiveEmployee’s employment without Causeother than for Cause or Disability, or Disability the Employee terminates his employment for Good Reason or if, during the thirty day period following the two year anniversary of the Executiveeffective date of a Change of Control, the Employee terminates his employment for any reason: (iia) the Executive’s employment shall terminate due to the Executive’s death or Disability or (iii) the Executive shall terminate her employment, for Good Reason, then the The Company shall pay to the Executive Employee in a lump sum within ten 15 days following Employee’s termination of employment: (10i) days after if not theretofore paid, an amount equal to any portion of the Date Employee’s earned but unpaid Base Salary (including unused but accrued vacation time) through the date of Termination termination of employment; and (ii) a cash amount equal to three times the sum of of: (A) the ExecutiveEmployee’s annual Base Salary for two years, plus and (B) the Employee’s Annual Bonus. (b) The Company shall provide, for the period of three years following the date of Employee’s termination of employment, all unreimbursed business expenses Welfare Benefits for the Employee and other accrued but unpaid compensation described his dependents and beneficiaries that are at least as favorable in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid for any fiscal year ending all material respects as the benefits provided to such person immediately preceding the Change of Control and to employees employed by the Company or its successor in positions following the Change of Control that are similar to the position the Employee held immediately prior to the fiscal year in which the Date Change of Termination occursControl (“Similarly Situated Active Employees”); provided, payable at the time otherwise scheduled however, that, with respect to be paid (the amounts described in (x) and (ythis Section 3(b), the “Accrued Obligations”); and (z) any amount arising from the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts Employee shall be payable in accordance with required to pay the terms and conditions same share of the cost of such Benefit Plans, Welfare Benefits as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTOSimilarly Situated Active Employees. (2c) Not in limitation of Section 6(a), if the The Company shall terminate continue to be obligated to provide all the Executivebenefits provided for under the Company’s employment without Causedefined benefit retirement plans and defined contribution retirement plans, then upon including the execution and delivery by Company’s Supplemental Excess Retirement Plan. (d) The Company shall provide the Executive of a general release of claims Employee with the same retiree medical benefits that were in favor effect for retirees of the Company in a form reasonably satisfactory immediately prior to the Company (“Release”)Change in Control, based on the Company shall pay to Employee’s years of service, including service after the Executive (i) a termination settlement which shall be paid Change in substantially equal installments in accordance with the customary payroll practices of the CompanyControl; provided, in an amount equal to the Base Salary (as in effect however, that if Employee is less than age 55 on the date of termination) for twenty-four (24) monthstermination of employment, and (ii) an amount equal to the annual Bonus which the Executive would have been entitled to receive in respect of the year of termination based on the achievement of any performance objectives for the Company and the Executive at no less than target level for such year of termination, prorated for the amount of the year in which Executive was employed, which amount Employee shall be paid treated for purposes of entitlement to the Executive when the Company pays bonuses such benefits as if he had attained age 55 prior to its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”)termination. (3) Except as set forth in this Section 5, the Company shall have no further severance, payment or other benefit obligations to the Executive other than for the continuance of benefits under the Benefit Plans to the Date of Termination and such obligations which may be expressly provided to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between the Executive and the Company and approved by the Board.

Obligations of the Company Upon Termination. (1a) If (i) Termination for Good Reason or for reasons other than for Cause, death or Incapacity. If, during the Employment Period, the Company shall terminate the Executive’s employment without Cause, other than for Cause or Disability of the Executive, (ii) the Executive’s employment shall terminate due to the Executive’s death Incapacity or Disability or (iii) the Executive shall terminate his or her employment, employment for Good Reason, then : (i) the Company shall pay to the Executive in a lump sum in cash within ten (10) days after the Date of Termination the sum aggregate of the following amounts: (A) the sum of (1) the Executive’s currently effective Annual Base Salary for two years, plus (B) all unreimbursed business expenses and other accrued but unpaid compensation described in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid for any fiscal year ending prior to the fiscal year in which through the Date of Termination occursto the extent not theretofore paid, payable at (2) the time otherwise scheduled product of (x) the Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current calendar year through the Date of Termination, and the denominator of which is 365 and (3) any accrued vacation pay, in each case to be the extent not theretofore paid (the sum of the amounts described in clauses (x1), (2) and (y), 3) shall be hereinafter referred to as the “Accrued Obligations”); and and (zB) any the amount arising from equal to the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts shall be payable in accordance with the terms and conditions of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTOAnnual Base Salary. (2ii) Not in limitation for the duration of Section 6(a), if the Company shall terminate Employment Period after the Executive’s employment without Cause, then upon the execution and delivery by the Executive Date of a general release of claims in favor of the Company in a form reasonably satisfactory to the Company (“Release”)Termination, the Company shall pay continue medical and dental benefits to the Executive and/or the Executive’s family and the rights of the Executive and/or the Executive’s family under Section 4980B(f) of the Internal Revenue Code shall commence at the end of such period; (iiii) a termination settlement the Company shall, at its sole expense as incurred, provide the Executive with reasonable outplacement services, the provider and scope of which shall be paid in substantially equal installments in accordance with the customary payroll practices of the Company, in an amount equal to the Base Salary (as in effect on the date of termination) for twenty-four (24) months, and (ii) an amount equal to the annual Bonus which the Executive would have been entitled to receive in respect of the year of termination based on the achievement of any performance objectives for selected by the Company and the Executive at no less than target level for such year of termination, prorated for the amount of the year in which Executive was employed, which amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”). (3) Except as set forth in this Section 5, the Company shall have no further severance, payment or other benefit obligations to the Executive other than for the continuance of benefits under the Benefit Plans to the Date of Termination and such obligations which may be expressly provided to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between the Executive and the Company and approved by the Board.sole discretion;

Obligations of the Company Upon Termination. In the event this Agreement and the Executive's employment are terminated pursuant to Section 9, the Company shall provide the Executive with the payments and benefits set forth below. The Executive acknowledges and agrees that the payments set forth in this Section 10 and the other agreements and plans referenced in this Agreement, constitute the sole and liquidated damages for a termination of this Agreement and his employment under Section 9. The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any setoff or counterclaim which the Company may have against the Executive except that the Company shall have the right to deduct any amounts owed by the Executive to the Company due to the Executive's misappropriation of Company funds or property from the payments set forth in this Section 10. (1a) Termination Because of Disability or for Cause by the Company or Due to Death or a Voluntary Termination by the Executive. If this Agreement and the Executive's employment are terminated because of Disability or for Cause by the Company or due to the death or through a Voluntary Termination by the Executive: (i) the Company shall terminate pay the Executive’s employment without CauseExecutive (or his beneficiary or legal representative, or Disability of if applicable) his then current base salary described in Section 3 and his accrued, unused vacation pay through the ExecutiveTermination Date, as soon as practicable following the Termination Date; (ii) the Executive’s employment Company shall terminate due reimburse the Executive (or his beneficiary or legal representative, if applicable) for reasonable business expenses incurred, but not paid, prior to the Executive’s death or Disability or Termination Date; and (iii) the Executive (or his beneficiary or legal representative, if applicable) shall terminate her employmentreceive any other rights, for Good Reason, then the Company shall pay compensation and/or benefits as may be due to the Executive within ten (10) days after the Date of Termination the sum of (A) the Executive’s Base Salary for two years, plus (B) all unreimbursed business expenses and other accrued but unpaid compensation described in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid for any fiscal year ending prior following such termination to the fiscal year in which the Date of Termination occurs, payable at the time otherwise scheduled to be paid (the amounts described in (x) and (y), the “Accrued Obligations”); and (z) any amount arising from the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts shall be payable he is entitled in accordance with the terms and conditions provisions of such Benefit Plans, as any agreements referenced herein or plans or programs of the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTOCompany. (2b) Not in limitation of Section 6(a), if Termination By the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery Cause or by the Executive of a general release of claims in favor of for Good Reason. If this Agreement and the Executive's employment are terminated by the Company in a form reasonably satisfactory to without Cause or by the Company Executive for Good Reason: (“Release”), i) the Company shall pay to the Executive (iA) his then current base salary described in Section 3 and accrued, unused vacation pay through the Termination Date, as soon as practicable following the Termination Date, and (B) continued then current monthly base salary described in Section 3 for a termination settlement which shall be paid in substantially equal installments in accordance with the customary payroll practices period of the Company, in an amount equal to the Base Salary (as in effect on the date of termination) for twenty-four (24) months, and months following the Termination Date; (ii) an amount equal the Company shall maintain in full force and effect for the continued benefit of the Executive, for a period of twenty-four (24) months following the Termination Date, the welfare programs in which the Executive, his spouse and his dependents were participating immediately prior to the annual Bonus which Termination Date at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by the Executive would have been entitled for such benefits) as existed immediately prior to receive the Termination Date; provided, that if the Executive, his spouse or his dependents cannot continue to participate in respect of the year of termination based on the achievement of any performance objectives for the Company and the Executive at no less than target level for programs providing such year of termination, prorated for the amount of the year in which Executive was employed, which amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”). (3) Except as set forth in this Section 5benefits, the Company shall have no further severancearrange to provide Executive, payment his spouse and his dependents with comparable benefits from a third party insurer; provided, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other benefit obligations welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period. If, at the end of the 24 month period, the Executive is receiving medical and dental benefits from the Company and is not eligible to receive such benefits under another employer-provided plan, the Executive and/or the Executive's family shall be entitled to continued medical and dental benefits under the Company programs providing such benefits during the 24 month period at the Executive's own expense pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974, as amended ("COBRA"), and for such purpose, the end of such 24 month period shall be considered the date of the "qualifying event" as such term is defined by COBRA. (iii) the Company shall reimburse the Executive for reasonable business expenses incurred, but not paid, prior to the Termination Date; and (iv) the Executive shall receive any other rights, compensation and/or benefits as may be due to the Executive other than for following such termination to which he is entitled in accordance with the continuance terms and provisions of benefits under the Benefit Plans to the Date of Termination and such obligations which may be expressly provided to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously agreements, plans or hereafter between programs of the Executive and the Company and approved by the BoardCompany.

Obligations of the Company Upon Termination. (1a) If By the Company Other Than for Cause, Death or Disability; By the Executive for Good Reason. Subject to Section 5, if, during the Employment Period, (ix) the Company shall terminate the Executive’s employment without other than for Cause, or Disability of the Executive, (ii) the Executive’s employment shall terminate due to the Executive’s death or Disability or (iiiy) the Executive shall terminate her employment, employment for Good Reason, then : (i) the Company shall pay to the Executive the following amounts: (A) a lump sum cash payment within ten thirty (1030) days after the Date of Termination equal to the aggregate of the following amounts: (1) the Executive’s Annual Base Salary and accrued vacation pay through the Date of Termination, (2) the Executive’s accrued Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs (other than any portion of such Annual Bonus that was previously deferred, which portion shall instead be paid in accordance with the applicable deferral election) if such bonus has not been paid as of the Date of Termination, and (3) the Executive’s business expenses that have not been reimbursed by the Employer as of the Date of Termination that were incurred by the Executive prior to the Date of Termination in accordance with the applicable Company policy, in the case of each of clauses (1) through (3), to the extent not previously paid (the sum of the amounts described in clauses (1) through (3) shall be hereinafter referred to as the “Accrued Obligations”); (B) subject to the Executive’s delivery (and non-revocation) of an executed release of claims against the Employer, FR and their respective officers, directors, employees and affiliates in substantially the form attached hereto as Exhibit B (the “Release”), which Release must be delivered to the Company not later than twenty-two (22) days after the Date of Termination, an amount equal to two (2) times the sum of (AX) the Executive’s Annual Base Salary as of the Date of Termination and (Y) the Executive’s Target Bonus for the fiscal year in the which the Date of Termination occurs, paid in a lump sum cash payment on the thirtieth (30th) day after the Date of Termination; provided, however, that if the Date of Termination occurs within twenty-four (24) months following a Change in Control Event which also constitutes a “change in the ownership” of FR, a “change in effective control” of FR or a “change in the ownership of a substantial portion of the assets” of FR, as each such term is defined in Treas. Reg. Section 1.409A-3(i)(5), then (1) two and a half (2.5) times shall be substituted for two years(2) times above and (2) the Executive shall not be required to execute a Release; and (C) a lump-sum amount in cash equal to the product of (x) the Annual Bonus which would have been earned by the Executive for the fiscal year in which the Date of Termination occurs had the Executive remained employed throughout such fiscal year, plus (B) all unreimbursed business expenses based on the degree to which the applicable performance goals are achieved and other accrued but unpaid compensation described in Section 4(b); (y) without duplicationa fraction, any the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination, and the denominator of which is 365, which amount shall be paid on the date on which annual Bonus earned bonuses for the fiscal year in which the Date of Termination occurs are paid to senior executives of the Company generally, but not yet paid for any fiscal year ending prior to later than seventy-five (75) days after the end of the fiscal year in which the Date of Termination occurs, payable at ; (ii) Following the time otherwise scheduled to be paid Date of Termination until the Executive reaches age sixty-eight (68) (the amounts described in (x) and (y), the “Accrued Obligations”); and (z) any amount arising from the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan AmountsBenefits Period”), to the extent permitted by law, the Company shall provide the Executive and Executive’s spouse and eligible dependents with medical and dental insurance coverage no less favorable to those which amounts shall be payable in accordance with the Executive and his spouse and eligible dependents were receiving immediately prior to the Date of Termination on the terms and conditions set forth herein (the “Health Care Benefit”); provided, however, that the Executive shall pay the cost of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO. (2) Not in limitation of Section 6(a), if the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery by the Executive of a general release of claims in favor of the Company in a form reasonably satisfactory to the Company (“Release”), the Company shall pay to the Executive (i) a termination settlement which shall be paid in substantially equal installments in accordance with the customary payroll practices of the Company, coverage in an amount equal to the Base Salary (as in effect on amount paid by active employees of the date of termination) Company for twenty-four (24) monthssimilar coverage; provided, and (ii) an amount equal to the annual Bonus which further, however, that if the Executive would have been becomes re-employed with another employer and is entitled to receive in respect health care benefits under another employer-provided plan, the Health Care Benefits provided hereunder shall cease. In the event of the year Executive’s death during the Benefits Period, Health Care Benefits shall continue to be provided under this Section 4(a)(ii) through the end of termination based on the achievement Benefits Period for the Executive’s spouse and eligible dependents who were enrolled in Health Care Benefits as of the Executive’s death. The benefits provided pursuant to this Section 4(a)(ii) will run concurrent with coverage required to be provided under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and are referred to hereafter as the “Post-Employment Health Care Benefits”; and (iii) To the extent not theretofore paid or provided, the Employer shall timely pay or provide to the Executive any performance objectives for other amounts or benefits required to be paid or provided or that the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and the Executive at no less than target level for such year of termination, prorated for the amount of the year in which Executive was employed, which amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”). (3) Except as set forth in this Section 5, the Company shall have no further severance, payment or other benefit obligations to the Executive other than for the continuance of benefits under the Benefit Plans to affiliated companies through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”). Notwithstanding the foregoing provisions of Section 4(a)(i), in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such obligations which may be expressly provided classification to be paid on termination or to survive on termination as set forth determined in any other written agreement entered into simultaneously or hereafter between accordance with the Executive and the Company and approved methodology established by the BoardCompany) (a “Specified Employee”), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4 (a)(i) during the six (6) month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”), on the first business day after the date that is six (6) months following the Date of Termination (the “409A Payment Date”).

Obligations of the Company Upon Termination. (1) If (i) The following provisions describe the obligations of the Company to the Executive under this Agreement upon termination of his employment. However, except as explicitly provided in this Agreement, nothing in this Agreement shall terminate limit or otherwise adversely affect any rights which the Executive may have under applicable law, under any other agreement with the Company, or under any compensation or benefit plan, program, policy or practice of the Company. (a) Termination by the Company for Cause or by the Executive without Good Reason. If the Executive’s 's employment is terminated by the company for Cause or by the Executive without Good Reason, he shall be entitled to his Base Salary and accrued vacation through his Date of Termination and all vested benefits under the terms of the Company's employee benefit plans. Any vested but unexercised options may be exercised by the Executive for 90 days following the Date of Termination without Good Reason. If termination is for Cause, all unexercised options will be immediately forfeited. (b) Termination by the Company without Cause or Disability of by the Executive for Good Reason. If the Executive, (ii) 's employment is terminated by the Executive’s employment shall terminate due to the Executive’s death Company without Cause or Disability or (iii) by the Executive shall terminate her employment, for Good Reason, then he shall be entitled to: (i) A lump sum equal to twelve (12) months of his Base Salary at the Company shall pay to time of termination. (ii) All vested benefits under the terms of the Company's employee benefit plans. (iii) Medical coverage for the Executive within ten and his eligible dependents will be continued for twelve (1012) days after months. (iv) The Executive shall be fully vested in all options and other equity based awards and any unexercised options shall remain outstanding until the earlier of twelve (12) months from the Date of Termination or the end of their original term. (c) Termination by the Company without Cause or by the Executive for Good Reason after a Change in Control. If the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason after a Change in Control, he shall be entitled to: (i) A lump sum equal to two (2) time the sum of:(i) the greater of (A) the Executive’s highest amount of Base Salary for two years, plus paid to the Executive during any Company fiscal year during the Period of Employment; or (B) all unreimbursed business expenses and other accrued but unpaid compensation described in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid for any fiscal year ending prior to the fiscal year in which the Date of Termination occurs, payable at the time otherwise scheduled to be paid (the amounts described in (x) and (y), the “Accrued Obligations”); and (z) any amount arising from the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts shall be payable in accordance with the terms and conditions of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO. (2) Not in limitation of Section 6(a), if the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery by the Executive of a general release of claims in favor of the Company in a form reasonably satisfactory to the Company (“Release”), the Company shall pay to the Executive (i) a termination settlement which shall be paid in substantially equal installments in accordance with the customary payroll practices of the Company, in an amount equal to the Base Salary (as in effect on that the date of Executive is earning immediately prior to his termination) for twenty-four (24) months, and ; plus (ii) an amount equal to the annual Bonus which target bonus opportunity available under the Executive would have been entitled to receive in respect of the year of termination based on the achievement of any performance objectives Company incentive compensation plan for the Company and the Executive at no less than target level for such fiscal year of termination, prorated for the amount of the year in during which Executive was employed, which amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”). (3) Except as set forth in this Section 5, the Company shall have no further severance, payment or other benefit obligations to the Executive other than for the continuance of benefits under the Benefit Plans to the Date of Termination occurs. (ii) All vested benefits under the terms of the Company's employee benefit plans. (iii) Medical, dental, disability and such obligations which may be expressly provided to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between active life coverage for the Executive and his eligible dependents will be continued for two (2) years. (iv) The Executive shall be fully vested in all options and other equity based awards and any unexercised options shall remain outstanding for the Company and approved by the Boardremainder of their original term.

Obligations of the Company Upon Termination. (1) If (i) The following provisions describe the obligations of the Company to the Executive under this Agreement upon termination of his employment. However, except as explicitly provided in this Agreement, nothing in this Agreement shall terminate limit or otherwise adversely affect any rights which the Executive may have under applicable law, under any other agreement with the Company, or under any compensation or benefit plan, program, policy or practice of the Company. (a) Termination by the Company for Cause, by the Executive without Good Reason, or due to Death or Disability. If the Executive’s employment is terminated by the Company for Cause or by the Executive without CauseGood Reason, or Disability of the Executive, (ii) the Executive’s employment shall terminate due to the Executive’s death or Disability Disability, he shall be entitled to his Base Salary and accrued vacation through his Date of Termination and all vested benefits under the terms of the Company’s employee benefit plans, subject to the terms of such plans. (b) Termination by the Company without Cause or (iii) by the Executive shall terminate her employmentfor Good Reason. In addition to the items in Section 7(a), if the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, then he shall be entitled, upon execution of a release of claims (exclusive of claims for indemnification under Section 9 or under Company benefit plans) in a form acceptable to the Company shall pay without subsequent revocation within the period described in such release, to the Executive within ten (10) days after the Date severance payments, in lieu of Termination the sum of (A) any other severance benefits, equal to two times the Executive’s Base Salary for two years, plus (B) all unreimbursed business expenses and other accrued but unpaid compensation described in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid for any fiscal year ending prior to the fiscal calendar year in which the Date of Termination occursoccurs plus the minimum total incentive compensation for the calendar year in which the Date of Termination occurs prorated as of such date plus the benefit to which the Executive would be entitled to receive beginning June 1, payable at 2009 under the time otherwise scheduled to be paid benefit equalization plan (the amounts as described in (xSection 5(b) and (y), the “Accrued Obligations”); and (z) any amount arising from the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”hereof), which amounts shall be payable in accordance with the terms and conditions of such Benefit Plans, as the case may beautomatically vest. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO. (2) Not in limitation of Section 6(a), if the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery by the Executive of a general release of claims in favor of the Company in a form reasonably satisfactory to the Company (“Release”), the Company shall pay to the Executive (i) a termination settlement which two times Base Salary amount shall be paid in substantially equal installments in accordance a lump sum within ten (10) days of the date the release becomes effective along with the customary payroll practices of the Company, in an amount equal sum to the Base Salary (as in effect on the date of termination) for twenty-four (24) months, and (ii) an amount equal to the annual Bonus which the Executive would have been is entitled to receive under the benefit equalization plan described in respect Section 5(b) above. Fifty percent of the year of termination based on the achievement of any performance objectives for the Company and the Executive at no less than target level for such year of termination, prorated for the amount of the year in which Executive was employed, which minimum total incentive compensation amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 on each of the year following first two anniversaries of the year of termination (such salary continuation and bonus payments, the “Severance Benefits”). (3) Except as set forth in this Section 5, the Company date. No severance shall have no further severance, payment or other benefit obligations to the Executive other than for the continuance of benefits under the Benefit Plans to the Date of Termination and such obligations which may be expressly provided to be paid on termination in connection with the expiration or to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between the Executive and the Company and approved by the Boardnon-renewal of this Agreement.

Obligations of the Company Upon Termination. (1) If (i) The following provisions describe the obligations of the Company to the Executive under this Agreement upon termination of his employment. However, except as explicitly provided in this Agreement, nothing in this Agreement shall terminate limit or otherwise adversely affect any rights which the Executive may have under applicable law, under any other agreement with the Company, or under any compensation, pension, thrift or other benefit plan, program, policy or practice of the Company. (a) Termination by the Company for Cause, by the Executive without Good Reason, or due to Death or Disability. If the Executive’s employment is terminated by the Company for Cause or by the Executive without CauseGood Reason, or Disability of the Executive, (ii) the Executive’s employment shall terminate due to the Executive’s death or Disability Disability, he shall be entitled to his Base Salary, accrued but unpaid bonus for any year prior to the year of termination, and accrued vacation through his Date of Termination and all other vested benefits under the terms of the Company’s employee benefit plans, subject to the terms of such plans. (b) Termination by the Company without Cause or by the Executive for Good Reason or by Reason of Merger or Change of Control. In addition to the items in Section 11(a), if the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason or because of merger or change of control (in a situation where cause does not also exist), he shall be entitled, upon execution of a release of claims (exclusive of claims for indemnification under Section 13 or under Company benefit plans) in a form reasonably acceptable to the Company and without subsequent revocation within the period described in such release, to severance payments, in lieu of any other severance benefits, equal to one (1) times the Executive’s Base Salary, as in effect on the Date of Termination, plus (i) one (1) times Executive’s targeted annual incentive award in effect for the calendar year in which the Date of Termination occurs (or the targeted annual incentive award for the prior year if such has not then been determined), (ii) the annual incentive award for the calendar year in which the Date of Termination occurs and prorated for the portion of the calendar year in which the Executive was employed, (iii) the Executive shall terminate her employment, for Good Reason, then the Company shall pay to the Executive within ten (10) days after the Date of Termination the sum of (A) the Executive’s Base Salary for two years, plus (B) all unreimbursed business expenses and other accrued but unpaid compensation described in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid long-term incentive award for any fiscal year Performance Period (as such term is defined under the Company’s Long-Term Incentive Plan Document (the “LTIP”) ending prior to the fiscal year in which the Date of Termination occurs, payable at and (iv) a pro-rated long-term incentive award for any long-term incentive awards for which the time otherwise scheduled Performance Period has not ended as of the Date of Termination, with such pro-rated award to be paid (the amounts described in (x) and (y), the “Accrued Obligations”); and (z) any amount arising from the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts shall be payable calculated in accordance with the terms of the LTIP as if the termination was due to death, disability or normal retirement. The Executive also shall be entitled to any benefits mandated under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), provided that the Company will continue paying its portion of the medical and/or dental insurance premiums for the one year period following the Date of Termination. The annual and conditions long-term incentive awards provided under this Section 11(b), (ii) and (iv) will be paid at target for individual/team goals and based on the calendar year actual results for Company-wide goals, and at the regular time that such payments are made to all employees in the plans, and shall be payable notwithstanding any terms of such Benefit Plans, as plans to the case may becontrary which otherwise require continued employment to receive an award. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO. (2) Not in limitation of Base Salary amount and the amounts provided for under this Section 6(a11(b), if (i) and (iii) shall be paid in a lump sum within ten (10) days of the Company date the release becomes effective. Payments under this Section 11(b) shall terminate be paid or provided only at the time of a termination of the Executive’s employment without Causethat constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations and guidance promulgated thereunder. Further, if the Executive is a “specified employee” as such term is defined under Section 409A of the Code and the regulations and guidance promulgated thereunder, any payments described under this Section 11(b) shall be delayed for a period of six (6) months following the Executive’s separation from service to the extent and up to an amount necessary to ensure such payments are not subject to the penalties and interest under Section 409A of the Code. If the payments are delayed as a result of the previous sentence, then on the first day following the end of such six (6) month period (or such earlier date upon the execution and delivery by the Executive of a general release of claims in favor which such amount can be paid under Section 409A of the Company Code without resulting in a form reasonably satisfactory to the Company (“Release”prohibited distribution), the Company shall pay to the Executive (i) a termination settlement which shall be paid in substantially equal installments in accordance with the customary payroll practices of the Company, in an lump sum amount equal to the Base Salary (as in effect on cumulative amount that would have otherwise been payable to the Executive during such period, plus interest credited from the date of termination) for twenty-four (24) months, and (ii) an amount equal the Executive’s separation from service to the annual Bonus which date of payment at the Executive would have been entitled to receive “applicable federal rate” provided for in respect Section 7872(f)(2)(A) of the year of termination based on the achievement of any performance objectives for the Company and the Executive at no less than target level for such year of termination, prorated for the amount Code in effect as of the year in which Executive was employed, which amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 date of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”)separation from service. (3) Except as set forth in this Section 5, the Company shall have no further severance, payment or other benefit obligations to the Executive other than for the continuance of benefits under the Benefit Plans to the Date of Termination and such obligations which may be expressly provided to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between the Executive and the Company and approved by the Board.

Obligations of the Company Upon Termination. (1a) If (i) Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the ExecutiveEmployee’s employment without other than for Cause, Disability or Disability of death or if the Executive, (ii) the Executive’s employment Employee shall terminate due to the Executive’s death or Disability or (iii) the Executive shall terminate her employment, his employment for Good Reason, then the : (i) The Company shall pay to the Executive Employee in a lump sum in cash within ten (10) 30 days after the Date of Termination the sum aggregate of the following amounts: (A) to the Executiveextent not theretofore paid, the Employee’s Annual Base Salary for two years, plus through the Date of Termination; and (B) all unreimbursed business expenses the product of (x) the annual cash bonus (“Annual Bonus”) paid to the Employee for the last full fiscal year (if any) ending during the Employment Period or, if higher, the Annual Bonus paid to the Employee for the last fiscal year prior to the date that a Change of Control occurred (as applicable, the “Recent Bonus”) and other accrued but unpaid compensation described in Section 4(b); (y) without duplicationa fraction, any annual Bonus earned but not yet paid for any the numerator of which is the number of days in the current fiscal year ending prior to the fiscal year in which through the Date of Termination occursand the denominator of which is 365; provided, payable at however, the time otherwise scheduled Company shall be obligated to make the foregoing payment ONLY if on the Date of Termination the Employee has satisfied all of the eligibility requirements for the award of a bonus under the Company’s then current Incentive Bonus Plan (other than any requirement that the participant be employed by the Company on the date of such award, grant or other determination); and (C) if the Employee has deferred any compensation, all amounts previously deferred (together with any accrued interest thereon) and not yet paid by the Company, and any accrued vacation pay not yet paid by the Company (the sum of the amounts described in clauses (x) A), (B), and (y), C) shall be hereinafter referred to as the “Accrued Obligations”); and (D) the product of (x) 1.00 and (zy) any amount arising from the ExecutiveAnnual Base Salary on the Date of Termination; and (E) all amounts in Employee’s participation inretirement plan accounts which will become fully vested upon the Date of Termination notwithstanding the existing vesting schedule; provided, or benefits underhowever, any Benefit Plans (“Accrued Plan Amounts”), which amounts that Employer’s 401k plan shall be payable in accordance with the terms and conditions of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTOconsidered a retirement plan for this purpose. (2ii) Not in limitation For one year from the Date of Section 6(a), if Termination (the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery by the Executive of a general release of claims in favor of the Company in a form reasonably satisfactory to the Company (“ReleaseBenefit Continuation Period”), the Company shall pay continue to provide medical and dental insurance and life insurance benefits to the Executive Employee and/or the Employee’s family at the same level (iand at the same cost to the Employee) a termination settlement as were being provided to the Employee on the day prior to the day on which the Notice of Termination was given. For purposes hereof, the Employee shall be paid in substantially equal installments in accordance with considered to have remained employed until the customary payroll practices end of the CompanyBenefit Continuation Period and to have retired on the last day of such period. If the terms of any benefit plan referred to in this section do not permit continued participation by the Employee, in an amount equal then the Company will arrange for other coverage, providing substantially similar benefits, at the same cost to the Base Salary Employee; and (as in effect on the date of terminationiii) for twenty-four (24) months, All options and (ii) an amount equal similar awards granted to the annual Bonus which the Executive would have been entitled to receive in respect of the year of termination based on the achievement of any performance objectives for the Company and the Executive at no less than target level for such year of termination, prorated for the amount of the year in which Executive was employed, which amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”). (3) Except as set forth in this Section 5, Employee by the Company shall have no further severance, payment or other benefit obligations to the Executive other than for the continuance of benefits under the Benefit Plans to the Date of Termination and such obligations which may be expressly provided to be paid on termination or to survive on termination as set forth immediately vest notwithstanding any vesting schedule in any other written agreement entered into simultaneously option or hereafter between the Executive and the Company and approved by the Boardaward agreement.

Obligations of the Company Upon Termination. (1a) If (i) Termination by the Executive for Good Reason or During a Change in Control Termination Period or by the Company Other Than for Cause, Death or Disability. If, during the Term, the Company shall terminate the Executive’s 's employment without other than for Cause, or Disability of the Executive, (ii) the Executive’s employment shall terminate due to the Executive’s death Death or Disability or (iii) the Executive shall terminate her employment, employment for Good Reason, then Reason or during a Change in Control Termination Period: (i) the Company shall pay to the Executive in a lump sum in cash within ten (10) 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (A1) the Executive’s 's Annual Base Salary through the Date of Termination, (2) the product of (x) the Annual Bonus paid or payable to the Executive for two years, plus (B) all unreimbursed business expenses the immediately preceding year and other accrued but unpaid compensation described in Section 4(b); (y) without duplicationa fraction, any annual Bonus earned but not yet paid for any the numerator of which is the number of days in the current fiscal year ending prior to the fiscal year in which through the Date of Termination occursTermination, payable at and the time otherwise scheduled denominator of which is 365, (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon), provided that deferrals under any arrangement subject to Code Section 409A shall be paid (the amounts described in (x) and (y), the “Accrued Obligations”); and (z) any amount arising from the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts shall be payable in accordance with the terms and conditions of such Benefit Plansdeferral arrangement, and (4) any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the case may be. The "Accrued Plan Amounts shall include but not be limited Obligations"); and B. an amount equal to any accrued but unused PTO. 2.0 multiplied by the sum of (1) the Executive's Annual Base Salary as in effect immediately prior to such Date of Termination, and (2) Not the Annual Bonus paid or payable to the Executive for the immediately preceding fiscal year; provided, however, that such amount shall be reduced by the present value (determined as provided in limitation Section 280G(d)(4) of Section 6(athe Internal Revenue Code of 1986, as amended (the "Code")) of any other amount of severance relating to salary or bonus continuation, if any, to be received by the Executive upon termination of employment of the Executive under any severance plan, policy or arrangement of the Company; and (ii) any or all Stock Options and shares of restricted stock awarded to the Executive under any plan not previously exercisable and vested shall become fully exercisable and vested; and (iii) for the remainder of the Term, provided that the Executive's continued participation is possible under the general terms and provisions of such plans and programs and permissible without violating the requirements of Code Section 409A, the Company shall terminate continue benefits to the Executive and/or the Executive’s 's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(b)(iv) if the Executive's employment without Causehad not been terminated in accordance with the most favorable plans, then upon the execution and delivery by the Executive of a general release of claims in favor practices, programs or policies of the Company and its affiliated companies as in a form reasonably satisfactory effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility; in the event that the Executive's participation in any such plan or program is barred, the Company shall arrange to provide the Executive with benefits substantially similar to those which he is entitled to receive under such plans and programs; and (iv) subject to the provisions of Section 6, to the extent not theretofore paid or provided and to the extent permissible without violating the requirements of Code Section 409A, the Company shall timely pay or provide to the Executive and/or the Executive's family any other amounts or benefits required to be paid or provided or which the Executive and/or the Executive's family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice of or contract or agreement with the Company and its affiliated companies as in effect generally thereafter with respect to other peer executives of the Company and its affiliated companies and their families (“Release”such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) the Executive shall be entitled to use of the Automobile until the earliest to occur of (x) the date the Executive is employed elsewhere, or (y) six (6) months from the Date of Termination; provided, however, that during such time period, the Executive shall be solely responsible for all expenses incurred in the use of the Automobile, including maintaining insurance of the same types and at the same levels as previously maintained by the Company immediately prior to the Date of Termination; and (vi) in addition to the benefits to which the Executive is entitled under any retirement plans or programs in which the Executive participates or any successor plans or programs in effect on the Date of Termination, the Company shall pay to the Executive (i) a termination settlement in one sum in cash at the Executive's normal retirement age as defined in the retirement plans or programs in which shall be paid the Executive participates or any successor plans or programs in substantially equal installments in accordance with effect on the customary payroll practices Date of the CompanyTermination, in an amount equal to the Base Salary (as in effect on actuarial equivalent of the date of termination) for twenty-four (24) months, and (ii) an amount equal retirement pension to the annual Bonus which the Executive would have been entitled under the terms of such retirement plans or programs without regard to receive in respect of the year of termination based on the achievement of any performance objectives for the Company and "vesting" thereunder, had the Executive accumulated an additional two (2) years of continuous service at no less than target level for such year of termination, prorated for the amount of the year his Annual Base Salary in which Executive was employed, which amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”). (3) Except as set forth in this Section 5, the Company shall have no further severance, payment or other benefit obligations to the Executive other than for the continuance of benefits under the Benefit Plans to effect on the Date of Termination under such retirement plans or programs reduced by the single sum actuarial equivalent of any amounts to which the Executive is entitled pursuant to the provisions of said retirement plans and programs; for purposes of this paragraph, "actuarial equivalent" shall be determined using the same methods and assumptions utilized under the Company's retirement plans and programs on the Effective Date; and (vii) the Company shall promptly transfer and assign to the Executive all such obligations life insurance policies for which may be expressly provided the Company or Parent was previously reimbursing premium payments made by the Executive pursuant to be paid on termination or to survive on termination as set forth in any other written an agreement entered into simultaneously or hereafter between the Executive and the Company and approved by or Parent; and (viii) for a period of six (6) months after the BoardDate of Termination, the Company shall promptly reimburse the Executive for reasonable expenses incurred for outplacement services and/or counseling.

Obligations of the Company Upon Termination. (1a) If By the Company Other Than for Cause, Death or Disability; By the Executive for Good Reason. Subject to Section 5, if, during the Employment Period, (ix) the Company shall terminate the Executive’s employment without other than for Cause, or Disability of the Executive, (ii) the Executive’s employment shall terminate due to the Executive’s death or Disability or (iiiy) the Executive shall terminate her employment, employment for Good Reason, then : (i) the Company shall pay to the Executive the following amounts: (A) a lump sum cash payment within ten (10) 30 days after the Date of Termination equal to the sum aggregate of the following amounts: (A1) the Executive’s Annual Base Salary and vacation pay through the Date of Termination, (2) the Executive’s accrued Annual Bonus for two years, plus (B) all unreimbursed business expenses and other accrued but unpaid compensation described in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid for any the fiscal year ending prior to immediately preceding the fiscal year in which the Date of Termination occursoccurs (other than any portion of such Annual Bonus that was previously deferred, payable at the time otherwise scheduled to which portion shall instead be paid in accordance with the applicable deferral election) if such bonus has not been paid as of the Date of Termination, and (3) the Executive’s business expenses that have not been reimbursed by the Company as of the Date of Termination that were incurred by the Executive prior to the Date of Termination in accordance with the applicable Company policy, in the case of each of clauses (1) through (3), to the extent not previously paid (the sum of the amounts described in clauses (x1) and through (y), 3) shall be hereinafter referred to as the “Accrued Obligations”); and and (zB) any amount arising from subject to the Executive’s participation in, or benefits under, any Benefit Plans delivery (“Accrued Plan Amounts”), which amounts shall be payable in accordance with the terms and conditions non-revocation) of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO. (2) Not in limitation of Section 6(a), if the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery by the Executive of a general an executed release of claims in favor of against the Company and its officers, directors, employees and affiliates in a substantially the form reasonably satisfactory to attached hereto as Exhibit A (the Company (“Release”), which Release must be delivered to the Company shall pay to not later than 22 days after the Executive Date of Termination (i) a termination settlement which shall be paid in substantially equal installments in accordance with the customary payroll practices or such longer period of time permitted by the Company, but in no event later than the latest business day that is not more than two months after the end of the calendar year in which the Date of Termination occurs) (the “Release Deadline”), an amount equal to the sum of (x) the product of two times the Executive’s Annual Base Salary Salary, plus (y) the product of 0.75 times the Executive’s Target Bonus as in effect on for the date fiscal year of termination) for twenty-four (24) monthsthe Company in which the Date of Termination occurs, and payable in a lump sum within 30 days after the Date of Termination; and (ii) to the extent permitted by the Company’s group health insurance carrier, the Executive shall be allowed to purchase, on an after-tax basis, group health benefits otherwise offered by the Company to its active employees generally until the Executive attains, or in the case of his death, would have attained, the age of 65 (but as to his children, only through their attainment of age 26); provided, however, that the Company shall not request the Company’s health insurance carrier to cease to provide such benefit to the Executive. The receipt of such health care benefits shall be conditioned upon the Executive making a timely election to receive COBRA coverage provided to former employees under Section 4980B of the Code and continuing such coverage for so long as it may be available, and thereafter continuing to pay an amount equal to the annual Bonus which monthly COBRA premium as in effect at the Executive would have been entitled Company from time to receive time in respect of the year applicable level of termination based coverage. If Executive allows such coverage to lapse by not paying the applicable amount, such coverage may not thereafter be reinstated (the benefits provided pursuant to this Section 4(a)(ii), the “Post-Employment Health Care Benefits”); (iii) if the Date of Termination occurs on or after the achievement second anniversary of any performance objectives for the Company and Effective Date, all remaining unvested “Retention Options” (as defined in the Executive at no less than target level for such year Original Agreement) will vest. If the Date of Termination occurs prior to the second anniversary of the Effective Date, a number of the unvested Retention Options will vest equal to the sum of (i) 1/3 of the total number of Retention Options plus (ii) a number of Retention Options equal to 1/3 of the total number of Retention Options multiplied by a fraction, the numerator of which is the number of days from the latest anniversary of the Effective Date through the date of termination, prorated for and the amount denominator of which is 365. Any Retention Options which are not vested as of the Date of Termination (after application of this Section 4(a)(iii)) shall terminate immediately upon the Date of Termination. The Executive shall have one year in following the Date of Termination to exercise any Retention Options that are vested as of the Date of Termination (after application of this Section 4(a)(iii)); (iv) if the Date of Termination occurs on or after the second anniversary of the Restatement Effective Date, all remaining unvested Re-signing Options will vest. If the Date of Termination occurs prior to the second anniversary of the Restatement Effective Date, a number of the unvested Re-signing Options will vest equal to the sum of (i) one-third (1/3) of the total number of Re-signing Options plus (ii) a number of Re-signing Options equal to one-third (1/3) of the total number of Re-signing Options multiplied by a fraction, the numerator of which is the number of days from the latest anniversary of the Restatement Effective Date through the Date of Termination, and the denominator of which is 365. Any Re-signing Options which are not vested as of the Date of Termination (after application of this Section 4(a)(iv)) shall terminate immediately upon the Date of Termination. The Executive was employed, which amount shall have one year following the Date of Termination to exercise any Re-signing Options that are vested as of the Date of Termination (after application of this Section 4(a)(iv)); (v) unvested equity-based awards held by the Executive on the Date of Termination other than the Retention Options and the Re-signing Options shall be paid treated in a manner similar to and consistent with that described in the preceding Sections 4(a)(iii) and 4(a)(iv) with respect to the Retention Options and the Re-signing Options, respectively (i.e., pro-rata vesting for open vesting periods, based on service performed during the period plus one year and, for stock options, a one-year post-termination exercise period); provided that (A) any applicable performance conditions will continue to apply and be tested on the Date of Termination, and (B) if the terms of any individual equity-based award are more generous to the Executive when than described in this Section 4(a)(v), then such more generous terms shall apply. The benefits provided pursuant to Sections 4(a)(iii), 4(a)(iv) and 4(a)(v) of this Agreement (in the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus paymentsaggregate, the “Severance Equity Award Vesting Benefits”) shall be subject to the Executive’s delivery of an executed Release prior to the Release Deadline (and non-revocation thereof).; and (3vi) Except as set forth in this Section 5to the extent not theretofore paid or provided, the Company shall have no further severance, payment timely pay or other benefit obligations provide to the Executive any other than for amounts or benefits required to be paid or provided or that the continuance Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of benefits under the Benefit Plans to Company and its affiliated companies through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”). Notwithstanding the foregoing provisions of Section 4(a)(i), in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such obligations which may be expressly provided classification to be paid on termination or to survive on termination as set forth determined in any other written agreement entered into simultaneously or hereafter between accordance with the Executive and the Company and approved methodology established by the Board.applicable employer) (a “Specified Employee”), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) during the six-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”), on the first business day after the date that is six months following the Date of Termination (the “409A Payment Date”). For the avoidance of doubt, the parties hereto acknowledge that the severance payments and benefits described in this Agreement are intended to be exempt from the operation of Section 409A of the Code and not “deferred compensation” within the meaning of Section 409A.

Obligations of the Company Upon Termination. (1a) If Prior to a Change in Control: Termination by Executive for Good Reason; Termination by the Company Other Than for Cause or Disability If, prior to a Change in Control, the Company shall terminate Executive's employment other than for Cause or Disability, or Executive shall terminate employment for Good Reason within a period of 90 days after the occurrence of the event giving rise to Good Reason, then as consideration for the Restrictive Covenants as defined in Section 13 hereof (and with respect to the payments and benefits described in clauses (ii) through (ix) below, only if Executive executes (and does not revoke) a Release in substantially the form of Exhibit A hereto (the “Release”) within 60 days of the Date of Termination): (i) the Company shall terminate the Executive’s employment without Cause, or Disability of the Executive, (ii) the Executive’s employment shall terminate due to the Executive’s death or Disability or (iii) the Executive shall terminate her employment, for Good Reason, then the Company shall pay to the Executive in a lump sum in cash within ten (10) 30 days after the Date of Termination the sum of Executive's Base Salary through the Date of Termination to the extent not theretofore paid (“Accrued Obligations”), and (ii) on the day following the six (6) month anniversary of the Date of Termination (the “Pay Date”), the Company shall pay the Executive a lump sum equal to one-half of the amount of the Executive’s annual Base Salary; provided however, that the Company shall have no obligation to make such payment if Executive has violated any of the Restrictive Covenants (as defined in Section 13 of this Agreement) and failed to remedy such violation to the satisfaction of the Chief Executive Officer within 10 days of notice of such violation; and (iii) thereafter, for up to twelve (12) additional months, the Company will continue to pay Executive an amount equal to his monthly Base Salary, payable in equal monthly or more frequent installments as are customary under the Company's payroll practices from time to time; provided, however that the Company’s obligation to make or continue such payments shall cease if Executive becomes employed with a subsequent employer or earns an income which will be reportable as non-employee compensation on a 1099 form provided such non-employee compensation is reasonably anticipated to be more than $100,000 a year or if Executive violates any of the Restrictive Covenants (as defined in Section 13 of this Agreement) and fails to remedy such violation to the satisfaction of the Board within 10 days of notice of such violation; and (iv) for a period of eighteen (18) months after the Date of Termination, Executive shall have the right to elect continuation of health care coverage under the Company’s group health plan in accordance with “COBRA,” and the Company shall pay all premiums for such COBRA coverage for Executive and his covered dependents for such period, provided, however, that the obligation of the Company to pay the cost for such COBRA coverage shall terminate upon Executive’s obtaining other employment to the extent that such health care coverage is provided by the new employer, and (v) all grants of restricted stock of the Company held by Executive as of the Date of Termination will become immediately vested as of the Date of Termination except for restricted stock which is subject to the next sentence. As for any outstanding grant of performance-based restricted stock which represent a right to receive Company stock contingent on the satisfaction of the related performance requirements and for which the Date of Termination falls during a Performance Cycle (as defined in the applicable award agreement), the Compensation Committee shall certify the results and shall deliver to Executive 50% of the number of whole number of the shares of Company stock, if any, that vested based on the actual satisfaction of such performance requirements no later than 2½ months after the last day of the period in which such Performance Cycle ends; and (vi) all of Executive’s options to acquire Common Stock of the Company (“Options”) that would have become vested (by lapse of time) within the 24-month period following the Date of Termination had Executive remained employed during such period will become immediately vested as of the Date of Termination; and (vii) all of Executive’s vested but unexercised Options as of the Date of Termination (including those with accelerated vesting pursuant to Section 8(a)(vi) above) shall remain exercisable through the earliest of (A) the Executive’s Base Salary for two yearsoriginal expiration date of the Option, plus (B) all unreimbursed business expenses the 90th day following the Date of Termination, or (C) the date that is the 10th anniversary of the original date of grant of the Option; and (viii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or which Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company (such other amounts and other accrued but unpaid compensation described in Section 4(bbenefits shall be hereinafter referred to as the "Other Benefits"); and (yix) without duplication, any the Company will pay Executive a pro-rated annual Bonus earned but not yet paid bonus for any fiscal year ending prior to the fiscal fiscal-year in which the Date of Termination occurs, payable at the time otherwise scheduled occurs equal to be paid (the amounts described in (x) and (y), the “Accrued Obligations”); and (z) any amount arising from the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts shall be payable in accordance with the terms and conditions of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO. (2) Not in limitation of Section 6(a), if the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery by the Executive of a general release of claims in favor of the Company in a form reasonably satisfactory to the Company (“Release”), the Company shall pay to the Executive (i) a termination settlement which shall be paid in substantially equal installments in accordance with the customary payroll practices of the Company, in an amount equal to the Base Salary (as in effect on the date of termination) for twenty-four (24) months, and (ii) an amount equal to the annual Bonus which the Executive would have been entitled to receive in respect of earned, if any, under Section 5(b)(i) for the year of termination based on the achievement of any actual financial performance objectives for the Company and the Executive at no less than target level for such year of terminationfiscal year, prorated for the amount of the year in which Executive was employed, which amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination times (such salary continuation and bonus paymentsii) a fraction, the “Severance Benefits”). (3) Except as set forth numerator of which is the number of full months in this Section 5, the Company shall have no further severance, payment or other benefit obligations to the Executive other than for the continuance of benefits under the Benefit Plans to fiscal year preceding the Date of Termination and the denominator of which is 12; provided that such obligations which may be expressly provided to bonus shall be paid on termination or to survive on termination as set forth only if the pre-established performance targets are in any other written agreement entered into simultaneously or hereafter between the Executive and the Company and approved fact certified by the BoardCommittee to have been met, and such bonus shall be paid in a single lump sum cash payment no later than 2½ months after the end of the fiscal year in which the bonus is earned. (b) Intentionally Omitted (c) After or in Connection with a Change in Control:

Obligations of the Company Upon Termination. (1a) If (i) Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the ExecutiveEmployee’s employment without other than for Cause, Disability or Disability of death or if the Executive, (ii) the Executive’s employment Employee shall terminate due to the Executive’s death or Disability or (iii) the Executive shall terminate her employment, his employment for Good Reason, then the : (i) The Company shall pay to the Executive Employee in a lump sum in cash within ten (10) 30 days after the Date of Termination the sum aggregate of the following amounts: (A) to the Executiveextent not theretofore paid, the Employee’s Annual Base Salary for two years, plus through the Date of Termination; and (B) all unreimbursed business expenses the product of (x) the annual cash bonus (“Annual Bonus”) paid to the Employee for the last full fiscal year (if any) ending during the Employment Period or, if higher, the Annual Bonus paid to the Employee for the last fiscal year prior to the date that a Change of Control occurred (as applicable, the “Recent Bonus”) and other accrued but unpaid compensation described in Section 4(b); (y) without duplicationa fraction, any annual Bonus earned but not yet paid for any the numerator of which is the number of days in the current fiscal year ending prior to the fiscal year in which through the Date of Termination occursand the denominator of which is 365; provided, payable at however, the time otherwise scheduled Company shall be obligated to make the foregoing payment ONLY if on the Date of Termination the Employee has satisfied all of the eligibility requirements for the award of a bonus under the Company’s then current Incentive Bonus Plan (other than any requirement that the participant be employed by the Company on the date of such award, grant or other determination) ; and (C) if the Employee has deferred any compensation, all amounts previously deferred (together with any accrued interest thereon) and not yet paid by the Company, and any accrued vacation pay not yet paid by the Company (the sum of the amounts described in clauses (x) A), (B), and (y), C) shall be hereinafter referred to as the “Accrued Obligations”); and (D) the product of (x) 0.50 and (zy) any amount arising from the ExecutiveAnnual Base Salary on the Date of Termination; and (E) all amounts in Employee’s participation inretirement plan accounts which will become fully vested upon the Date of Termination notwithstanding the existing vesting schedule; provided, or benefits underhowever, any Benefit Plans (“Accrued Plan Amounts”), which amounts that Employer’s 401k plan shall be payable in accordance with the terms and conditions of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTOconsidered a retirement plan for this purpose. (2ii) Not in limitation For one year from the Date of Section 6(a), if Termination (the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery by the Executive of a general release of claims in favor of the Company in a form reasonably satisfactory to the Company (“ReleaseBenefit Continuation Period”), the Company shall pay continue to provide medical and dental insurance and life insurance benefits to the Executive Employee and/or the Employee’s family at the same level (iand at the same cost to the Employee) a termination settlement as were being provided to the Employee on the day prior to the day on which the Notice of Termination was given. For purposes hereof, the Employee shall be paid in substantially equal installments in accordance with considered to have remained employed until the customary payroll practices end of the CompanyBenefit Continuation Period and to have retired on the last day of such period. If the terms of any benefit plan referred to in this section do not permit continued participation by the Employee, in an amount equal then the Company will arrange for other coverage, providing substantially similar benefits, at the same cost to the Base Salary Employee; and (as in effect on the date of terminationiii) for twenty-four (24) months, All options and (ii) an amount equal similar awards granted to the annual Bonus which the Executive would have been entitled to receive in respect of the year of termination based on the achievement of any performance objectives for the Company and the Executive at no less than target level for such year of termination, prorated for the amount of the year in which Executive was employed, which amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”). (3) Except as set forth in this Section 5, Employee by the Company shall have no further severance, payment or other benefit obligations to the Executive other than for the continuance of benefits under the Benefit Plans to the Date of Termination and such obligations which may be expressly provided to be paid on termination or to survive on termination as set forth immediately vest notwithstanding any vesting schedule in any other written agreement entered into simultaneously option or hereafter between the Executive and the Company and approved by the Boardaward agreement.

Obligations of the Company Upon Termination. (A) If, during the Protected Period, the Company involuntarily terminates Executive’s employment other than for Cause (excluding termination for death or Disability) or Executive voluntarily terminates employment for Good Reason and Executive executes a separation agreement substantially in the form attached hereto as Exhibit “A” (“Separation Agreement”) (which will include amongst its other terms an agreement by Executive to release and/or waive any and all existing claims he/she may have against the Company) that becomes effective and binding: (1) If (i) the Company shall terminate pay to Executive, within 30 days after the Date of Termination, or if later, within 5 days of the Separation Agreement signed by Executive becoming legally effective, the following: (a) a lump sum payment equal to Executive’s accrued, but unpaid base salary through the date of termination, less all applicable deductions; (b) a lump sum payment equivalent to 2.99 times Executive’s final annual base salary, less all applicable deductions; (c) a lump sum payment equivalent to 2.99 times Executive’s annual performance bonus target as approved by the Compensation and Benefits Committee of EDS’ Board of Directors for the year in which he/she is terminated, less all applicable deductions; (d) excluding any performance based deferred stock units as well as any performance based restricted stock units, all deferred EDS stock units, restricted stock units, and/or stock options awarded to Executive that remain unvested on the date of termination shall immediately vest, shall immediately be freed of any restrictions regarding their sale or transfer (other than any such restrictions arising by operation of law or pursuant to the terms of any applicable deferral plan), and with regard to all stock options, other than those stock options awarded to Executive on January 9, 2004, as part of the acquisition of The Xxxx Group, Inc., they shall be exercisable for a period of one (1) year from the date of termination. With respect to those stock options awarded to Executive as part of the acquisition of The Xxxx Group, Inc., they shall be exercisable for the full term of the award as defined in the grant agreement; and (e) with regard to any performance based deferred stock units or performance based restricted stock units1 awarded to Executive that remain unvested on the date of termination, the Target Award of such grants (as defined in the applicable award agreement(s)) shall immediately vest and shall immediately be freed of any restrictions regarding their sale or transfer (other than any such 1 It is expressly acknowledged and agreed that the term “performance based restricted stock units” referenced in Section 4(a)(1)(e) above includes any performance based restricted stock units previously awarded to Executive pursuant to an agreement containing language indicating that an “existing change of control agreement” shall have no force or effect on such stock units. Indeed, it is further acknowledged and agreed that any language contained in existing performance restricted stock unit award agreements between the parties indicating that an “existing change of control agreement” shall have no force or effect on such stock units is null and void and of no further force or effect. restrictions arising by operation of law or pursuant to the terms of any applicable deferral plan). For purposes of this Agreement, the term performance based deferred stock unit or performance based restricted stock unit shall mean deferred or restricted stock units, as applicable, awarded to Executive pursuant to a grant agreement specifying that the actual number of stock units to ultimately be awarded at the end of the performance period is contingent upon specified criteria related to EDS’ performance. (B) If Executive’s employment without Causeis involuntarily terminated for Cause during the Protected Period, or Disability the Company shall provide to Executive his/her accrued, but unpaid base salary through the date of termination, less all applicable deductions, and shall have no other severance and/or separation obligations to Executive pursuant to the Executiveterms of this Agreement. If Executive voluntarily terminates his/her employment during the Protected Period other than for Good Reason, (ii) the Company shall pay his/her accrued, but unpaid base salary through the date of termination, less all applicable deductions, and shall have no other severance and/or separation obligations to Executive pursuant to the terms of this Agreement. If Executive’s employment shall terminate is terminated due to the Executive’s death or Disability or (iii) during the Executive shall terminate her employment, for Good Reason, then the Company shall pay to the Executive within ten (10) days after the Date of Termination the sum of (A) the Executive’s Base Salary for two years, plus (B) all unreimbursed business expenses and other accrued but unpaid compensation described in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid for any fiscal year ending prior to the fiscal year in which the Date of Termination occurs, payable at the time otherwise scheduled to be paid (the amounts described in (x) and (y), the “Accrued Obligations”); and (z) any amount arising from the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts shall be payable in accordance with the terms and conditions of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO. (2) Not in limitation of Section 6(a), if the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery by the Executive of a general release of claims in favor of the Company in a form reasonably satisfactory to the Company (“Release”)Protected Period, the Company shall pay provide to the Executive (i) a termination settlement which shall be paid in substantially equal installments in accordance with the customary payroll practices of the Companyhis/her accrued, in an amount equal to the Base Salary (as in effect on but unpaid base salary through the date of termination) for twenty-four (24) months, and (ii) an amount equal less all applicable deductions, and, with respect to any deferred stock units, restricted stock units or stock options awarded to Executive, the disposition of such awards upon termination of employment due to death or Disability shall be determined pursuant to the annual Bonus which the Executive would have been entitled to receive in respect specific provisions of the year of termination based on the achievement of any performance objectives for the Company and the Executive at no less than target level for such year of termination, prorated for the amount of the year in which Executive was employed, which amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”). (3) Except as set forth in this Section 5each individual award agreement; otherwise, the Company shall have no further severance, payment or other benefit severance and/or separation obligations to the Executive other than for the continuance of benefits under the Benefit Plans pursuant to the Date terms of Termination this Agreement. (C) Notwithstanding any provision in this Agreement to the contrary, this Agreement will be interpreted, applied and such obligations which may be expressly provided to be paid on termination or the minimum extent necessary, unilaterally amended by EDS, so that the Agreement does not fail to survive on termination as set forth meet, and is operated in any other written agreement entered into simultaneously or hereafter between accordance with, the Executive and requirements of Section 409A of the Company and approved by the BoardInternal Revenue Code.

Obligations of the Company Upon Termination. (1A. If, during the Employment Period, the Executive's employment is terminated in accordance with Section 4(A)(i) If (i) or 4(A)(ii), the Company shall terminate the Executive’s employment without Cause, pay or Disability provide to or in respect of the Executive, (ii) the Executive’s employment shall terminate due to the Executive’s death or Disability or (iii) the Executive shall terminate her employment, for Good Reason, then the Company shall pay to the Executive within ten (10) 10 days after the Date of Termination Termination, the following amounts and benefits: (i) a lump sum in cash in an amount equal to the sum of (Aa) the Executive’s 's Annual Base Salary through the Date of Termination, (b) any deferred compensation previously awarded to or earned by the Executive (together with any accrued interest or earnings thereon) and (c) compensation for two yearsall of the Executive's accrued vacation time based upon the Executive's current Annual Base Salary, plus notwithstanding any limitation on payment for accrued vacation then set forth in the Company's policies or practices relating to payment for accrued vacation time, in each case to the extent not theretofore paid (B) all unreimbursed business expenses and other accrued but unpaid compensation the sum of the amounts described in Section 4(bclauses (a), (b) and (c) shall be hereinafter referred to as the "Accrued Obligation"); and (yii) without duplication, any annual Bonus earned but not yet paid for any fiscal year ending prior a lump sum in cash in an amount equal to the fiscal year in which Annual Base Salary that would have been paid to the Executive pursuant to this Agreement for the period (the "Remaining Employment Period") beginning on the Date of Termination occurs, payable at and ending on the time otherwise scheduled to be paid (latest possible date of termination of the amounts described in (x) and (y), the “Accrued Obligations”); and (z) any amount arising from the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts shall be payable Employment Period in accordance with the terms definition of Employment Period if the Executive's employment had not been terminated (the "Final Expiration Date"); and (iii) a lump sum in cash in an amount equal to the Annual Bonus that would have been paid to the Executive pursuant to this Agreement for the Remaining Employment Period, assuming for such purpose that the Annual Bonus payable for each applicable period during the Remaining Employment Term would equal the highest amount paid pursuant to Section 3(B) in respect of the most recent three applicable 12-month periods (ending on September 30 and conditions of such Benefit PlansDecember 31, as the case may be. The Accrued Plan Amounts shall include but not be limited ) prior to any accrued but unused PTO.the Date of Termination; (2iv) Not in limitation effective as of Section 6(a)the Date of Termination, if (a) immediate vesting and exercisability of, and termination of any restrictions on sale or transfer (other than any such restriction arising by operation of law) with respect to, each and every stock option, restricted stock award, restricted stock unit award and other equity-based award and performance award (each, a "Compensatory Award") that is outstanding as of a time immediately prior to the Company shall terminate Date of Termination, (b) the Executive’s employment without Cause, then upon extension of the execution term during which each and delivery every Compensatory Award may be exercised by the Executive until the earlier of (x) the first anniversary of the Date of Termination or (y) the date upon which the right to exercise any Compensatory Award would have expired if the Executive had continued to be employed by the Company under the terms of this Agreement until the Final Expiration Date and (c) at the sole election of Executive, in exchange for any or all Compensatory Awards that are either denominated in or payable in Common Stock, an amount in cash equal to the excess of (x) the Highest Price Per Share over (y) the exercise or purchase price, if any, of such Compensatory Awards; and (v) continued participation in medical, dental and life insurance coverage until Executive receives equivalent coverage and benefits under the plans and programs of a general release subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis) or the later of claims in favor (a) the death of the Company Executive, (b) the death of the Executive's spouse and (c) the youngest child of the Executive reaching age 21; provided that (x) if the executive is precluded from continuing his participation in a form reasonably satisfactory any benefit plan or program as provided in this clause (v), he shall be provided with the after-tax economic equivalent of the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (v), (y) the economic equivalent of any benefit foregone shall be deemed to be the lowest cost that would be incurred by the Executive in obtaining such benefit himself on an individual basis, and (z) payment of such after-tax economic equivalent shall be made quarterly in advance. B. If, during the Employment Period, the Executive's employment is terminated in accordance with Section 4(A)(iii), this Agreement shall terminate without further obligations to the Company (“Release”)Executive, the Company shall pay to the Executive other than for (i) a termination settlement which shall be paid in substantially equal installments in accordance with the customary payroll practices payment of the Company, in an amount equal to the Base Salary (as in effect on the date of termination) for twenty-four (24) months, Accrued Obligations and (ii) an amount equal to unless the annual Bonus which the Executive would have been entitled to receive termination in respect accordance with Section 4(A)(iii) is for Cause, receipt of the year of termination based on the achievement of any performance objectives for the Company benefits and the Executive at no less than target level for payments specified in Section 5(A)(v). In such year of terminationcase, prorated for the amount of the year in which Executive was employed, which amount all Accrued Obligations shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 in a lump sum in cash within 30 days of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”). (3) Except as set forth in this Section 5, the Company shall have no further severance, payment or other benefit obligations to the Executive other than for the continuance of benefits under the Benefit Plans to the Date of Termination and such obligations which may the benefits and payments specified in Section 5(A)(v) shall be expressly provided to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between the Executive and the Company and approved by the Boardsuch Section.

Obligations of the Company Upon Termination. (1a) If By the Company Other Than for Cause, Death or Disability; By the Executive for Good Reason. Subject to Section 6, if, during the Employment Period, (ix) the Company shall terminate the Executive’s employment without other than for Cause, or Disability of the Executive, (ii) the Executive’s employment shall terminate due to the Executive’s death or Disability or (iiiy) the Executive shall terminate her employment, employment for Good Reason, then : (i) the Company shall pay to the Executive the following amounts: (A) a lump sum payment within ten thirty (1030) days after following the Date of Termination equal to the sum aggregate of the following amounts: (A1) the Executive’s Annual Base Salary for two years, plus (B) all unreimbursed business expenses and other vacation pay accrued but unpaid compensation described in Section 4(b)through the Date of Termination; (y2) without duplication, any annual the Executive’s accrued Annual Bonus earned but not yet paid for any the fiscal year ending prior to immediately preceding the fiscal year in which the Date of Termination occursoccurs (other than any portion of such Annual Bonus that was previously deferred, payable at the time otherwise scheduled to which portion shall instead be paid in accordance with the applicable deferral election); and (3) the Executive’s business expenses that have not been reimbursed by the Company as of the Date of Termination and were incurred by the Executive prior to the Date of Termination in accordance with the applicable Company policy, in the case of each of clauses (1), (2), and (3), to the extent not previously paid (the sum of the amounts described in clauses (x) 1), (2), and (y), 3) shall be hereinafter referred to as the “Accrued Obligations”); and and (zB) any amount arising from subject to the Executive’s participation indelivery (and non-revocation) of an executed release of claims against the Company and its officers, or benefits underdirectors, any Benefit Plans employees and affiliates in substantially the form attached hereto as Exhibit A (the “Accrued Plan AmountsRelease”), which amounts shall Release must be payable delivered to the Company not later than twenty-two (22) calendar days after the Date of Termination (the “Release Deadline”) and not revoked (as to the waiver of age discrimination claims contained therein) in accordance with the terms and conditions thereof, a lump sum payment of such Benefit Plans$2,500,000, as not later than first business day which is more than thirty (30) days following the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTODate of Termination. (2ii) Not in limitation of Section 6(a), if the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery by the Executive of a general release of claims in favor of the Company in a form reasonably satisfactory to the Company (“Release”)extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or that the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company through the Date of Termination (i) a termination settlement which such other amounts and benefits shall be paid hereinafter referred to as the “Other Benefits”). Notwithstanding the foregoing provisions of Section 5(a)(i), in substantially equal installments the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the customary payroll practices methodology established by the applicable employer) (a “Specified Employee”), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Company, in an amount equal to Code) that would otherwise be payable or provided under Section 5(a)(i) during the Base Salary six (as in effect on the date of termination) for twenty-four (24) months, and (ii) an amount equal to the annual Bonus which the Executive would have been entitled to receive in respect of the year of termination based on the achievement of any performance objectives for the Company and the Executive at no less than target level for such year of termination, prorated for the amount of the year in which Executive was employed, which amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year 6)-month period immediately following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”). (3) Except as set forth in this Section 5, the Company shall have no further severance, payment or other benefit obligations to the Executive other than for the continuance of benefits under the Benefit Plans to the Date of Termination and such obligations shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”), on the first business day which may be expressly provided to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between is more than six (6) months following the Executive and the Company and approved by the BoardDate of Termination.

Obligations of the Company Upon Termination. (a) If Executive’s employment terminates during the Employment Period for the reasons specified below, the Company shall pay Executive (or his estate, beneficiary or legal representative) the following. (1) If (i) the Company shall terminate the Executive’s employment without Causeterminates for any reason, or Disability of the Executive, (ii) the Executive’s employment shall terminate due to the Executive’s death or Disability or (iii) the Executive shall terminate her employment, for Good Reason, then the Company shall pay to the Executive within ten or provide: (10x) days after the Date of Termination the sum of (A) the Executive’s Base Salary for two years, plus (B) all unreimbursed business expenses and other any earned or accrued but unpaid compensation described in Section 4(bBase Salary through the date of termination (including accrued and unused vacation time); (y) all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice of the Company (other than relating to severance) in which Executive was a participant during his employment with the Company in accordance with the terms thereof (including, without duplicationlimitation, amounts deferred under deferred compensation and similar plans, if any); and (z) rights, if any, with respect to the warrants as set forth in the Warrant Award. (2) If Executive’s employment terminates for any reason other than a termination of employment by the Company for Cause, the Company shall pay or provide, in addition to the amounts payable under subparagraph (a)(1) above, any annual accrued but unpaid Bonus earned but not yet paid for with respect to any fiscal year ending prior to the fiscal year in which the Date of Termination termination occurs, payable at the time otherwise scheduled to be paid (the amounts described in (x) and (y), the “Accrued Obligations”); and (z) any amount arising from the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts shall be payable in accordance with the terms and conditions of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO. (23) Not in limitation of Section 6(a), if the Company shall terminate the If Executive’s employment ends as a result of death, a termination of employment by the Company by reason of Disability or without Cause, then upon the execution and delivery or a termination by the Executive of a general release of claims in favor of the Company in a form reasonably satisfactory to the Company (“Release”)for Good Reason, the Company shall pay pay, in addition to the Executive amounts payable under subparagraphs (ia)(1) and (2) above, a pro rata Bonus for the fiscal year in which the date of termination settlement which shall be paid in substantially equal installments in accordance with occurs, based on the customary payroll practices Board’s assessment of the Company, in an amount equal to the Base Salary (as in effect on Executive’s achievement of Annual Goals through the date of termination. Any pro rata Bonus awarded pursuant to this Section 8.6(a)(3) shall be paid within two and a half months following the end of the fiscal year in which the date of termination occurs. (b) If, during the Employment Period, the Company terminates Executive’s employment for twenty-four a reason other than Cause, death or Disability, or if Executive terminates his employment for Good Reason, the Company shall, subject to Executive’s continued full performance of his obligations set forth in Section 6 hereof, in addition to the amounts payable under paragraph (24a) monthsabove, and pay to Executive (iior his estate, beneficiary or legal representative) an amount equal to two times the sum of his annual Bonus which the Executive would have been entitled to receive Base Salary in respect effect as of the year date of termination based plus a Bonus calculated at 100% of Base Salary in effect as of the date of termination (the “Severance Payment”). The Severance Payment shall be paid in 24 equal monthly installments. The first six installments of the Severance Payment shall be paid on the achievement of any performance objectives for first business day following the Company and date that is six months from the Executive at no less than target level for such year date of termination, prorated for the amount of the year in which Executive was employed, which amount and each remaining payment shall be paid on the first business day of each month commencing with the seventh month following the month in which the termination date occurred. In addition, to the extent that Executive when and Executive’s eligible spouse, dependents and beneficiaries continue to be eligible to participate in the Company’s medical or life insurance plans after the Employment Period ends, they shall continue to participate in those plans on the same basis as if Executive had remained employed by the Company pays bonuses (and subject to its employees generallyExecutive’s making any required contributions to such plans) for a period of up to 24 months following the date of termination, but no provided, however: (i) for the first six months from the date of termination, Executive shall pay all such insurance premiums, and shall be reimbursed by the Company for such payments which are in excess of any required contributions within ten business days following the later than April 15 of the year following day after the year date that is six months from the date of termination or the date Executive submits to the Company proof of such premium payments which is acceptable to the Company; and (ii) any such salary continuation and bonus continuing insurance coverage, or obligation to reimburse Executive for premium payments, shall cease on the “Severance Benefits”)date on which Executive becomes eligible to receive comparable benefits from a subsequent employer. (3c) Except as set forth in this Section 5, the Company shall have no further severance, payment or other benefit obligations Notwithstanding anything else contained herein to the contrary, if the aggregate of the payments to be made under this Agreement as a result of a Change of Control, either alone or together with other payments to which Executive other than for is entitled from the continuance Company, would constitute an “excess parachute payment” (as defined in Section 280G of benefits under the Benefit Plans Internal Revenue Code of 1986, as amended (the “Code”)), such aggregate payments shall be reduced to the Date largest amount that can be received by Executive without incurring an excise tax under Section 4999(a) of Termination and the Code; provided, however, that such obligations which may reduction shall occur only if the after-tax value of the payments to Executive calculated with the foregoing reduction exceed the after-tax value of the payments to Executive without the foregoing reduction. The determination of any reduction in payments hereunder pursuant to the foregoing provisions shall be expressly provided to be paid on termination or to survive on termination as set forth made in any other written agreement entered into simultaneously or hereafter between the Executive and the Company and approved good faith by the Board., or, in the sole discretion of the Board, by a nationally recognized accounting firm, after the Company provides material information for this purpose to and consults with Executive. Such determination shall be conclusive and binding on Executive

Obligations of the Company Upon Termination. (1) If (i) A. If, during the Company shall terminate Employment Period, the Executive’s employment without Causeis terminated in accordance with Section 4(A)(i) or 4(A)(ii), the Company shall pay or Disability provide to or in respect of the Executive, on the tenth Business Day next following the Date of Termination, all of the following amounts and benefits set forth in this Section 5(A): (iii) Executive shall receive a lump sum cash payment in an amount equal to the sum of (a) the Executive’s employment shall terminate due to the Executive’s death or Disability or (iii) the Executive shall terminate her employment, for Good Reason, then the Company shall pay to the Executive within ten (10) days after Annual Base Salary through the Date of Termination and (b) compensation for all of the Executive’s accrued vacation time based upon the Executive’s current Annual Base Salary (notwithstanding any limitation on payment for accrued vacation then set forth in the Company’s policies or practices), in each case to the extent not theretofore paid (the sum of the amounts described in clauses (Aa) and (b) shall be hereinafter referred to as the Executive’s “Accrued Obligation”). (ii) Executive shall receive a lump sum cash payment equal to the amount he would have received if (1) his employment had not been terminated and (2) his Annual Base Salary for two years, plus (B) all unreimbursed business expenses and other accrued but unpaid compensation described in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid for any fiscal year ending prior to the fiscal year in which as of the Date of Termination occurs, payable at had remained in effect and been paid to the time otherwise scheduled Executive pursuant to be paid this Agreement for the period (the amounts described in (x“Remaining Employment Period”) beginning on the Date of Termination and (y), ending on the “Accrued Obligations”); and (z) any amount arising from latest possible date of termination of the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts shall be payable Employment Period in accordance with the terms definition of Employment Period (the “Final Expiration Date”). (iii) Executive shall receive a lump sum cash payment in an amount equal to the Annual Bonus that would have been paid to the Executive pursuant to this Agreement for the Remaining Employment Period, assuming for such purpose that the Annual Bonus payable for each applicable period during the Remaining Employment Term would equal the highest amount paid pursuant to Section 3(B) in respect of the most recent three applicable 12-month periods (ending on September 30 and conditions of such Benefit PlansDecember 31, as the case may be. The Accrued Plan Amounts shall include but not be limited ) prior to any accrued but unused PTOthe Date of Termination. (2iv) Not in limitation Effective as of Section 6(a)the Date of Termination, if the Company shall terminate provide for (a) the immediate vesting and exercisability of, and termination of any restrictions on sale or transfer (other than any such restriction arising by operation of law) with respect to, each and every stock option, restricted stock award, restricted stock unit award and other equity-based award and performance award (each, a “Compensatory Award”) that is outstanding as of a time immediately prior to the Date of Termination, (b) the extension of the term during which each and every Compensatory Award may be exercised by the Executive until the earlier of (x) the first anniversary of the Date of Termination or (y) the date upon which the right to exercise any Compensatory Award would have expired if the Executive had continued to be employed by the Company under the terms of this Agreement until the Final Expiration Date, and (c) at the sole election of the Executive, in exchange for any or all Compensatory Awards that were vested as of December 31, 2004, and are either denominated in or payable in Common Stock, an amount in cash equal to the excess of (x) the Highest Price Per Share over (y) the exercise or purchase price, if any, of such Compensatory Awards. (v) The Executive shall continue to receive medical, dental and life insurance coverage until he receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis) or the later of (1) the death of the Executive, (2) the death of the Executive’s spouse and (3) the youngest child of the Executive reaching age 21; provided that (x) if the Executive is precluded from continuing his participation in any benefit plan or program as provided in clause (v), he shall be provided with the after-tax economic equivalent of the benefits provided under the plan or program in which he is unable to participate for the period specified in clause (v) and (y) the economic equivalent of any benefit foregone shall be deemed to be the lowest cost that would be incurred by the Executive in obtaining such benefit himself on an individual basis. Notwithstanding the foregoing, to the extent that any compensation or benefits payable under this Section 5(A)(5) are not attributable to the continuation of group health insurance pursuant to the requirements of Section 4980B of the Code or Part VI of Title I of the Employee Retirement Income Security Act of 1974, as amended, then any such payments shall be made no later than the close of the Executive’s taxable year next following the taxable year in which the related expenses are incurred. B. If, during the Employment Period, the Executive’s employment without Cause, then upon the execution and delivery by the Executive of a general release of claims in favor of the Company in a form reasonably satisfactory to the Company (“Release”), the Company shall pay to the Executive (i) a termination settlement which shall be paid in substantially equal installments is terminated in accordance with the customary payroll practices of the Company, in an amount equal to the Base Salary (as in effect on the date of termination) for twenty-four (24) months, and (ii) an amount equal to the annual Bonus which the Executive would have been entitled to receive in respect of the year of termination based on the achievement of any performance objectives for the Company and the Executive at no less than target level for such year of termination, prorated for the amount of the year in which Executive was employed, which amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”Section 4(A)(iii). (3) Except as set forth in this Section 5, the Company shall have no further severanceobligations under this Section 5, other than for (i) the payment or other benefit obligations of Accrued Obligations and (ii) unless the termination in accordance with Section 4(A)(iii) is for Cause, receipt of the benefits and payments specified in Section 5(A)(v). In such case, all Accrued Obligations shall be paid to the Executive other than for in a lump sum in cash on the continuance of benefits under the Benefit Plans to tenth Business Day next following the Date of Termination and such obligations which may the benefits and payments specified in Section 5(A)(v) shall be expressly provided to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between the Executive and the Company and approved by the Boardsuch Section.

Obligations of the Company Upon Termination. (1) If (i) The following provisions describe the obligations of the Company to the Executive under this Agreement upon termination of his employment. However, except as explicitly provided in this Agreement, nothing in this Agreement shall terminate limit or otherwise adversely affect any rights which the Executive may have under applicable law, under any other agreement with the Company, or under any compensation, pension, thrift or other benefit plan, program, policy or practice of the Company. (a) Termination by the Company for Cause, by the Executive without Good Reason, or due to Death or Disability. If the Executive’s employment is terminated by the Company for Cause or by the Executive without CauseGood Reason, or Disability of the Executive, (ii) the Executive’s employment shall terminate due to the Executive’s death or Disability Disability, he shall be entitled to his Base Salary, accrued but unpaid bonus for any year prior to the year of termination, and accrued vacation through his Date of Termination and all other vested benefits under the terms of the Company’s employee benefit plans, subject to the terms of such plans. (b) Termination by the Company without Cause or by the Executive for Good Reason or by Reason of Merger or Change of Control. In addition to the items in Section 11(a), if the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason or because of merger or change of control (in a situation where cause does not also exist), he shall be entitled, upon execution of a release of claims (exclusive of claims for indemnification under Section 13 or under Company benefit plans) in a form reasonably acceptable to the Company and without subsequent revocation within the period described in such release, to severance payments, in lieu of any other severance benefits, equal to one (1) times the Executive’s Base Salary, as in effect on the Date of Termination, plus (i) one (1) times Executive’s targeted annual incentive award in effect for the calendar year in which the Date of Termination occurs (or the targeted annual incentive award for the prior year if such has not then been determined), (ii) the annual incentive award for the calendar year in which the Date of Termination occurs and prorated for the portion of the calendar year in which the Executive was employed, (iii) the Executive shall terminate her employment, for Good Reason, then the Company shall pay to the Executive within ten (10) days after the Date of Termination the sum of (A) the Executive’s Base Salary for two years, plus (B) all unreimbursed business expenses and other accrued but unpaid compensation described in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid long-term incentive award for any fiscal year Performance Period (as such term is defined under the Company’s Long-Term Incentive Plan Document (the “LTIP”) ending prior to the fiscal year in which the Date of Termination occurs, payable at and (iv) a pro-rated long-term incentive award for any long-term incentive awards for which the time otherwise scheduled Performance Period has not ended as of the Date of Termination, with such pro-rated award to be paid (the amounts described in (x) and (y), the “Accrued Obligations”); and (z) any amount arising from the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts shall be payable calculated in accordance with the terms of the LTIP as if the termination was due to death, disability or normal retirement. The Executive also shall be entitled to any benefits mandated under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), provided that the Company will continue paying its portion of the medical and/or dental insurance premiums for the one year period following the Date of Termination. The annual and conditions long-term incentive awards provided under this Section 11(b), (ii) and (iv) will be paid at target for individual/team goals and based on the calendar year actual results for Company-wide goals, and at the regular time that such payments are made to all employees in the plans, and shall be payable notwithstanding any terms of such Benefit Plans, as plans to the case may becontrary which otherwise require continued employment to receive an award. The Accrued Plan Amounts Base Salary amount and the amounts provided for under Section 11(b),(i) and (iii) shall include but not be limited to any accrued but unused PTO. paid in a lump sum within ten (210) Not in limitation days of the date the release becomes effective. Payments under this Section 6(a), if 11(b) shall be paid or provided only at the Company shall terminate time of a termination of the Executive’s employment without Causethat constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations and guidance promulgated thereunder. Further, if the Executive is a “specified employee” as such term is defined under Section 409A of the Code and the regulations and guidance promulgated thereunder, any payments described under this Section 11(b) shall be delayed for a period of six (6) months following the Executive’s separation from service to the extent and up to an amount necessary to ensure such payments are not subject to the penalties and interest under Section 409A of the Code. If the payments are delayed as a result of the previous sentence, then on the first day following the end of such six (6) month period (or such earlier date upon the execution and delivery by the Executive of a general release of claims in favor which such amount can be paid under Section 409A of the Company Code without resulting in a form reasonably satisfactory to the Company (“Release”prohibited distribution), the Company shall pay to the Executive (i) a termination settlement which shall be paid in substantially equal installments in accordance with the customary payroll practices of the Company, in an lump sum amount equal to the Base Salary (as in effect on cumulative amount that would have otherwise been payable to the Executive during such period, plus interest credited from the date of termination) for twenty-four (24) months, and (ii) an amount equal the Executive’s separation from service to the annual Bonus which date of payment at the Executive would have been entitled to receive “applicable federal rate” provided for in respect Section 7872(f)(2)(A) of the year of termination based on the achievement of any performance objectives for the Company and the Executive at no less than target level for such year of termination, prorated for the amount Code in effect as of the year in which Executive was employed, which amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 date of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”)separation from service. (3) Except as set forth in this Section 5, the Company shall have no further severance, payment or other benefit obligations to the Executive other than for the continuance of benefits under the Benefit Plans to the Date of Termination and such obligations which may be expressly provided to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between the Executive and the Company and approved by the Board.

Obligations of the Company Upon Termination. (1a) If (i) By Executive for Good Reason or by the Company shall terminate other than for Cause, Death or Disability. If, during the Employment Period, the Company terminates Executive’s employment without Cause, or Disability of the Executive, Cause (ii) the Executive’s employment shall terminate other than due to the Executive’s death or Disability Disability) or (iii) the Executive shall terminate her employment, terminates employment for Good Reason, then the : (i) The Company shall pay to the Executive Executive, in a lump sum in cash within ten (10) 30 days after the Date of Termination (or earlier, if required by applicable law), the aggregate of the following amounts: the sum of (A) the Executive’s Annual Base Salary for two yearsthrough the Date of Termination to the extent not theretofore paid, plus (B) all unreimbursed Executive’s business expenses and other accrued that are reimbursable pursuant to Section 2(b)(x) of this Agreement but unpaid compensation described in Section 4(b); (y) without duplication, any annual Bonus earned but have not yet paid for any fiscal year ending prior to been reimbursed by the fiscal year in which Company as of the Date of Termination occurs, payable at (the time otherwise scheduled to be paid (sum of the amounts described in subclauses (x) A), and (yB), the “Accrued Obligations”); ; (ii) Subject to Section 11(b), on the 61st day after the Date of Termination, the Company shall, subject to Section 4(d), pay to Executive a lump sum cash amount equal to the product obtained by multiplying (A) one and a half times (zB) any amount arising from the sum of (1) Executive’s participation inAnnual Base Salary (without regard to any reduction thereto) plus (2) Executive’s Target Annual Incentive (without regard to any reduction thereto); and (iii) To the extent not theretofore paid or provided, the Company shall timely pay or benefits under, provide to Executive any Benefit Plans Other Benefits (“Accrued Plan Amounts”), which amounts shall be payable as defined in Section 5) in accordance with the terms and conditions of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO. (2) Not in limitation of Section 6(a), if the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery by the Executive of a general release of claims in favor of the Company in a form reasonably satisfactory to the Company (“Release”), the Company shall pay to the Executive (i) a termination settlement which shall be paid in substantially equal installments in accordance with the customary payroll practices of the Company, in an amount equal to the Base Salary (as in effect on the date of termination) for twenty-four (24) months, and (ii) an amount equal to the annual Bonus which the Executive would have been entitled to receive in respect of the year of termination based on the achievement of any performance objectives for the Company and the Executive at no less underlying plans or agreements. Other than target level for such year of termination, prorated for the amount of the year in which Executive was employed, which amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”). (3) Except as set forth in this Section 54(a), in the event of a termination of Executive’s employment by the Company without Cause (other than due to death or Disability) or by Executive for Good Reason, the Company shall have no further severance, payment or other benefit obligations obligation to the Executive other than for the continuance of benefits under the Benefit Plans to the Date of Termination and such obligations which may be expressly provided to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between the Executive and the Company and approved by the Boardthis Agreement.

Obligations of the Company Upon Termination. (1a) If (i) Good Reason or during the Window Period; Other than for Cause or Disability. If, during the Employment Period, the Company shall terminate the Executive’s 's employment without Cause, or Disability of the Executive, (ii) the Executive’s employment shall terminate due to the Executive’s death other than for Cause or Disability or (iii) the Executive shall terminate her employment, employment either for Good ReasonReason or during the Window Period, then the Company shall have the following obligations. (i) The Company shall pay to the Executive in a lump sum in cash within ten (10) 30 days after the Date of Termination the sum aggregate of the following amounts: (A) the amount equal to the product of (x) three and (y) the sum of the Executive’s 's Annual Base Salary for two yearsand the Executive's Highest Incentive Award; provided, plus however, that such amount shall be paid in lieu of, and the Executive hereby waives the right to receive, any other amount of severance relating to salary or bonus continuation to be received by the Executive upon such termination of employment under any severance plan, policy or arrangement of the Company; and (B) all unreimbursed business expenses the amount equal to the product of (x) the sum of the maximum Annual Incentive Award and other accrued but unpaid compensation described in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid the maximum Long-Term Incentive Award that would have been available to the Executive under the applicable incentive plans of the Company and the policies and procedures thereunder for any the fiscal year ending prior to of the Company in which the Change of Control occurs or, if greater, the fiscal year in which the Date of Termination occurs, payable at the time otherwise scheduled to be paid (the amounts described in (x) occurs and (y)) a fraction, the “Accrued Obligations”)numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365; and (z) any amount arising from the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts shall be payable in accordance with the terms and conditions of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO.and (2C) Not in limitation of Section 6(a), if the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery by the Executive of a general release of claims in favor of the Company in a form reasonably satisfactory to the Company (“Release”), the Company shall pay to the Executive (i) a termination settlement which shall be paid in substantially equal installments in accordance with the customary payroll practices of the Company, in an amount equal to the Base Salary (as in effect on the date of termination) for twenty-four (24) months, and (ii) an amount equal to the annual Bonus which the Executive would have been entitled to receive in respect of the year of termination based on the achievement of any performance objectives for the Company and the Executive at no less than target level for such year of termination, prorated for the amount of the year in which Executive was employed, which amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”). (3) Except as set forth in this Section 5, the Company shall have no further severance, payment or other benefit obligations to the Executive other than for the continuance of benefits under the Benefit Plans to Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid and such obligations which may be expressly provided to be paid on termination or to survive on termination as set forth in the amount of any other written agreement entered into simultaneously or hereafter between compensation previously deferred by the Executive (together with any accrued interest thereon) and not yet paid by the Company and approved any accrued vacation pay of the Executive not yet paid by the BoardCompany.

Obligations of the Company Upon Termination. (1a) If (i) Termination By the Company shall terminate Without Cause (Including by Reason of Non-Renewal) or By the Executive For Good Reason. If the Company terminates the Executive’s employment and this Agreement without Cause, or Disability the Executive terminates his/her employment and this Agreement for Good Reason: (i) The Company shall pay the Executive within thirty (30) days after the effective date of termination or by such earlier date if required by applicable law, (A) the aggregate amount of the Executive’s earned but unpaid Base Salary then in effect, (B) incurred but unreimbursed documented reasonable reimbursable business expenses through the date of such termination, and (C) any other amounts due under applicable law, in each case earned and owing through the date of termination (the “Accrued Obligations”), and the Executive’s rights under the Benefit Plans shall be determined under the provisions of the Benefit Plans (the “Other Benefits”). (ii) the Executive’s employment shall terminate due In addition to the Executive’s death or Disability or (iii) Accrued Obligations and the Executive shall terminate her employmentOther Benefits, for Good Reason, then the Company shall pay to the Executive within ten (10) days after the Date amount of Termination the sum of (A) the Executive’s Base Salary for two yearsany Annual Bonus earned, plus (B) all unreimbursed business expenses and other accrued but unpaid compensation described in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid for any paid, with respect to the fiscal year ending prior to the fiscal year in which the Date date of Termination occurs, payable at the time otherwise scheduled to be paid (the amounts described in (x) and (y), the “Accrued Obligations”); and (z) any amount arising from termination of the Executive’s participation in, or benefits under, any Benefit Plans employment with the Company occurs (the “Accrued Plan AmountsEarned Annual Bonus”), which amounts such payment shall be made to the Executive in accordance with Section 3(b) hereof. (iii) In addition to the Accrued Obligations, the Other Benefits and the Earned Annual Bonus, subject to (A) Section 5(c) below, (B) the Executive timely signing, delivering, and not revoking the Release (as defined in this Section 5(a)(iii)), and (C) the Executive’s compliance with the Executive’s post-termination obligations in Sections 6, 7, 9, and 10 hereof following the termination of the Executive’s employment with the Company, the Executive shall be entitled to receive the following additional benefits: 1. Severance equal to the sum of: (a) one times the sum of the Base Salary in effect on the date of termination plus the greater of the Target Bonus for the current fiscal year and the actual Annual Bonus paid during the prior fiscal year and (b) a prorated Annual Bonus for the current fiscal year (calculated as the Target Bonus that would have been payable for the entire fiscal year assuming target was met, multiplied by a fraction, the numerator of which is equal to the number of days the Executive worked in the applicable fiscal year, and the denominator of which is equal to the total number of days in such fiscal year) (the “Severance”), which shall be payable in equal installments over a twelve (12) month period in accordance with the terms Company’s regular payroll practices and conditions of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited subject to any accrued but unused PTOall customary withholding and deductions. (2) Not in limitation of Section 6(a), if the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery by . If the Executive timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of a general release of claims in favor of the Company in a form reasonably satisfactory to the Company 1985 (“ReleaseCOBRA”), the Company shall pay to the COBRA administrator on the Executive’s behalf the full amount of the COBRA premium due for medical, dental, and vision coverage for the Executive and any of the Executive’s covered dependents which is equivalent to the coverage the Executive maintained prior to termination of the Executive’s employment with the Company (the “COBRA Subsidy”) until the earliest of: (i) the twelve (12) month anniversary of the Executive’s termination date; and (ii) the date on which the Executive either receives or becomes eligible to receive substantially similar coverage from another employer. The Executive shall bear full responsibility for applying for COBRA continuation coverage, and the Company shall have no obligation to provide the Executive such coverage if the Executive fails to elect COBRA benefits in a termination settlement which shall be paid timely fashion. Notwithstanding the foregoing, if the Company determines in substantially equal installments in accordance with its sole discretion that it can no longer provide the customary payroll practices COBRA Subsidy pursuant to the terms of the Company’s welfare plan or underlying insurance policies or without causing the Company to incur additional expense as a result of noncompliance with applicable law, the Company instead will pay Executive a taxable monthly payment in an amount equal to the Base Salary (as monthly COBRA premium that Executive would be required to pay to continue the group health coverage in effect on the date of terminationExecutive’s termination for Executive and Executive’s eligible dependents until the earliest of: (i) for twenty-four the twelve (2412) months, month anniversary of the Executive’s termination date; and (ii) an amount equal to the annual Bonus date on which the Executive would have been entitled either receives or becomes eligible to receive substantially similar coverage from another employer. 3. All issued and unvested Annual Equity Awards shall immediately vest; provided, however, that any Annual Equity Award that is still subject to performance based vesting at the time of such termination shall only vest when and to the extent the Compensation Committee certifies that the performance goals are actually met. It shall be a condition to the Executive’s right to receive the aforementioned additional benefits that the Executive execute and deliver to the Company an effective general release of claims in respect a form prescribed by the Company, which form shall include, among other customary terms and conditions, the survival of the Executive’s post-termination obligations in Sections 6, 7, 9, and 10 of this Agreement following termination of the Executive’s employment with the Company, but shall not include any additional obligations upon the Executive beyond those provided for in, or otherwise inconsistent with, this Agreement (the “Release”), within twenty-one (21) days (or, to the extent required by law, forty-five (45) days) following the date of termination of the Executive’s employment with the Company, and that the Executive not revoke such Release during any applicable revocation period (the combined review period and revocation period hereinafter referred to as the “Consideration Period”). Subject to Section 5(c) below, upon timely execution, delivery and non-revocation of the Release by the Executive, the installment payments of the Severance shall begin on the first normal payroll date that is after the later of (I) the date on which the Executive delivered to the Company the Release signed by the Executive, or (II) the end of any applicable revocation period (unless a longer period is required by law). Notwithstanding the foregoing, if the earliest payment date determined under the preceding sentence is in one taxable year of termination based on the achievement of any performance objectives for the Company and the Executive at no less than target level for such year of termination, prorated for the amount of the year in which Executive was employed, which amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”). (3) Except as set forth in this Section 5, the Company shall have no further severance, payment or other benefit obligations to the Executive other than for the continuance of benefits under the Benefit Plans to the Date of Termination and such obligations which may be expressly provided to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between the Executive and the Company and approved by latest possible payment date is in a second taxable year of the BoardExecutive, the first installment payment of Severance shall be made on the first normal payroll date that immediately follows the last date of the Consideration Period.

Obligations of the Company Upon Termination. (1) If (i) the Subject to Company shall terminate the Executive’s employment without Causepolicy, or Disability of the Executive, (ii) the Executive’s employment shall terminate due to the Executive’s death or Disability or (iii) the Executive shall terminate her employment, for Good Reason, then the Company shall receive accrued but unused vacation pay to the Executive within ten (10) days after through the Date of Termination Termination. The Company agrees to compensate the sum of (A) the Executive’s Base Salary for two years, plus (B) all unreimbursed business expenses and other accrued but unpaid compensation Executive under certain terminating events as is described in Section 4(bthis paragraph 5(a); , (y) without duplicationb), any annual Bonus earned but not yet paid for any fiscal year ending prior to the fiscal year in which the Date of Termination occurs, payable at the time otherwise scheduled to be paid (the amounts described in (xc) and (yd), as consideration for the “Accrued Obligations”); representations, restrictions and (z) any amount arising from the obligations contained in paragraph 6, and, in each case, subject to and conditioned on Executive’s participation in's signing a separation agreement containing, or benefits underamong other provisions, any Benefit Plans (“Accrued Plan Amounts”), which amounts shall be payable in accordance with the terms and conditions of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO. (2) Not in limitation of Section 6(a), if the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery by the Executive of a general release of claims in favor of the Company and related persons and entities and confirmation of Executive's agreement to strictly comply with all of the terms set forth in paragraph 6 of this Agreement, in a form reasonably and manner satisfactory to the Company (“the "Separation Agreement and Release”)") and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination. (a) By the Company without Cause or for Non-Renewal of the Employment Period. (1) If the Company terminates the Executive's employment or if the Company gives a written notice of non-renewal of the Employment Period as provided in paragraph 1 above, subject to and conditioned upon the Executive's timely and proper execution of a Separation Agreement and Release and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination, the Company shall: (i) continue to pay the Executive's Annual Base Salary and Target Annual Bonus, at the rate in effect the day before the Date of Termination, for a period not to exceed twelve months after the Date of Termination as and when such amounts would be paid in accordance with paragraphs 3(a) and (b), respectively, above, with such payments commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the salary continuation payments described herein shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. (ii) to the extent not yet paid, pay any earned and unpaid Annual Bonus for the calendar year ending prior to the calendar year in which the Date of Termination occurs. This Annual Bonus amount will be paid no later than March 15th of the calendar year following the year in which it was earned. Nothing in this paragraph shall be construed to require payment of a bonus for the year in which the Date of Termination occurs. All bonus payments are subject to the terms of the Annual Bonus Program; and (iii) continue to provide health benefits to the Executive (iand the Executive's family at least as favorable as would have been provided to them under clause d(iii) a termination settlement which shall be paid of paragraph 3 above if the Executive's was enrolled in substantially equal installments in accordance with the customary payroll practices of the Company, in an amount equal to the Base Salary (as in effect health plan on the date of termination) for twenty-four (24) months, and (ii) an amount equal to the annual Bonus which the Executive would have been entitled to receive in respect of the year of termination based on the achievement of any performance objectives for the Company and the Executive at no less than target level for such year of termination, prorated for Executive's employment had continued during the amount of the year in which Executive was employed, which amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”)period described in 5(a)(l)(i) above. (3) Except as set forth in this Section 5, the Company shall have no further severance, payment or other benefit obligations to the Executive other than for the continuance of benefits under the Benefit Plans to the Date of Termination and such obligations which may be expressly provided to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between the Executive and the Company and approved by the Board.

Obligations of the Company Upon Termination. (1a) If (i) BY THE COMPANY OTHER THAN FOR CAUSE, DEATH OR DISABILITY OR BY THE EXECUTIVE FOR GOOD REASON. If, during the Employment Period, the Company shall terminate terminates the Executive’s employment without Cause's employment, other than for Cause or Disability or by reason of the Executive's death, (ii) the Executive’s employment shall terminate due to the Executive’s death or Disability or (iii) the Executive shall terminate her employment, terminates employment for Good Reason, then the Company shall fulfill its obligations as to Base Salary under Section 3(a) hereof for the balance of the Employment Period. Fifty percent of such amounts shall be consideration for the Executive's undertaking not to breach the terms of the covenants contained in Section 7 below. The Company shall also pay to the Executive, in a lump sum in cash within 30 days after the Date of Termination, the Executive's accrued but unpaid cash compensation (the "Accrued Obligations"), which shall include but not be limited to, (1) any portion of the Executive's Annual Base Salary through the Date of Termination that has not yet been paid and (2) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) that has not yet been paid; and, provided, however, that the Company's obligation to make any payments under this Section 5(a) to the extent any such payment shall not have accrued as of the day before the Date of Termination shall also be conditioned upon the Executive's execution, and non-revocation, of a written release, substantially in the form attached hereto as Annex 1, (the "Release"), of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive's employment by the Company (other than any entitlements under the terms of this Agreement or under any other plans or programs of the Company in which the Executive participated and under which the Executive has accrued a benefit), or the termination thereof. Notwithstanding the foregoing, in the event payment is due to the Executive under this Section following a Change of Control, then conditioned upon the Executive's execution, and non-revocation, of the Release and the Executive not breaching the terms of the covenants contained in Sections 7(a) and (b) below, the Executive, in lieu of the amounts specified in the first sentence of the prior paragraph, shall receive in a lump sum in cash within ten (10) 30 days after the Date of Termination equal to 2.99 multiplied by the sum of (A) the Executive’s 's Annual Base Salary and Annual Bonus for two years, plus (B) all unreimbursed business expenses and other accrued but unpaid compensation described in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid for any fiscal year ending prior to the fiscal year in which the Date Change of Termination occursControl occurs or the immediately preceding year, payable at whichever produces the time otherwise scheduled higher sum. Fifty percent of such amount shall be consideration for the Executive's undertaking not to be paid (breach the amounts described terms of the covenants contained in (xSections 7(a) and (y)b) below. In addition, the “Accrued Obligations”); and (z) any amount arising from Executive shall also be entitled in the case of compensation previously deferred by the Executive’s participation in, or benefits under, any Benefit Plans to a lump sum equal to all amounts previously deferred (“Accrued Plan Amounts”), which amounts shall be payable in accordance together with the terms and conditions of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO. (2interest thereon) Not in limitation of Section 6(a), if the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery not yet paid by the Executive of a general release of claims in favor of the Company in a form reasonably satisfactory to the Company (“Release”), the Company shall pay to the Executive (i) a termination settlement which shall be paid in substantially equal installments in accordance with the customary payroll practices of the Company, in an amount equal to the Base Salary (as in effect on the date of termination) for twenty-four (24) months, and (ii) an amount equal to the annual Bonus which the Executive would have been entitled to receive in respect of the year of termination based on the achievement of any performance objectives for the Company and the Executive at no less than target level for such year of termination, prorated for the amount of the year in which Executive was employed, which amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”). (3) Except as set forth in this Section 5, the Company shall have no further severance, payment or other benefit obligations to the Executive other than for the continuance of benefits under the Benefit Plans to the Date of Termination and such obligations which may be expressly provided to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between the Executive and the Company and approved by the Board.

Obligations of the Company Upon Termination. (1A) If (i) If, during the Protected Period, the Company shall terminate the involuntarily terminates Executive’s 's employment without Cause, or Disability of the Executive, other than for Cause (ii) the Executive’s employment shall terminate due to the Executive’s excluding termination for death or Disability Disability) or (iii) the Executive shall terminate her employment, voluntarily terminates employment for Good Reason, then the Company shall pay to the Reason and Executive executes a separation agreement within ten (10) 45 days after the Date of Termination substantially in the sum of form attached hereto as Exhibit "A" (Ahereinafter "Separation Agreement") (which will include amongst its other terms an agreement by Executive to release and/or waive any and all existing claims he/she may have against the Executive’s Base Salary for two years, plus (BCompany) all unreimbursed business expenses that becomes effective and other accrued but unpaid compensation described in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid for any fiscal year ending prior to the fiscal year in which the Date of Termination occurs, payable at the time otherwise scheduled to be paid (the amounts described in (x) and (y), the “Accrued Obligations”); and (z) any amount arising from the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts shall be payable in accordance with the terms and conditions of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO.binding: (21) Not in limitation of Section 6(a), if the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery by the Executive of a general release of claims in favor of the Company in a form reasonably satisfactory to the Company (“Release”), the Company shall pay to Executive the Executive following: (ia) a termination settlement which shall be paid in substantially equal installments in accordance with lump sum payment, within 5 days after the customary payroll practices Date of the CompanyTermination, in an amount equal to Executive's accrued, but unpaid base salary through the Base Salary Date of Termination, less all applicable deductions; (b) a lump sum payment, within 53 days after the Date of Termination, equivalent to 2.99 times Executive's final annual base salary, less all applicable deductions; (c) a lump sum payment, within 53 days after the Date of Termination, equivalent to 2.99 times Executive's annual performance bonus target as in effect on approved by the date Compensation and Benefits Committee of termination) EDS' Board of Directors for twenty-four (24) months, and (ii) an amount equal to the annual Bonus which the Executive would have been entitled to receive in respect of the year of termination based on the achievement of any performance objectives for the Company and the Executive at no less than target level for such year of termination, prorated for the amount of the year in which Executive was employedhe/she is terminated, which amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”).less all applicable deductions; (3d) Except excluding any deferred stock units as set forth in this Section 5well as any performance based restricted stock units, the Company shall have no further severance, payment or other benefit obligations all restricted stock units and/or stock options awarded to the Executive other than for the continuance of benefits under the Benefit Plans to that remain unvested on the Date of Termination shall immediately vest and shall immediately be freed of any restrictions regarding their sale or transfer (other than any such obligations restrictions arising by operation of law), and all such restricted stock units shall be issued within 53 days after the Date of Termination, and with regard to all stock options, the period during which Executive may exercise such options shall be expressly provided extended through the earlier of (i) one (1) year from the Date of Termination, (ii) the latest expiration date of the original applicable stock option award or (iii) the tenth anniversary of the original date of grant of the applicable stock option award; (e) with regard to any performance based restricted stock units1 awarded to Executive that remain unvested on the Date of Termination, the Target Award of such grants (as defined in the applicable award agreement(s)) shall immediately vest, shall immediately be paid freed of any restrictions regarding their sale or transfer (other than any such restrictions arising by operation of law) and shall (in reliance on termination or to survive the provision in Treasury Regulation Section 1.409A-3(b) permitting issuance of such restricted stock units on termination as the earlier of the respective schedules set forth in any other written the applicable Grant Agreements, as amended, and a separation from service following a Change of Control under this Agreement) be issued within 53 days after the Date of Termination. For purposes of this Agreement, the term performance based deferred stock unit or performance based restricted stock unit shall mean deferred or restricted stock units, as applicable, awarded to Executive pursuant to a grant agreement entered into simultaneously or hereafter between specifying that the Executive and actual number of stock units to ultimately be awarded at the Company and approved by end of the Board.performance period is contingent upon specified criteria related to EDS' performance; and

Obligations of the Company Upon Termination. In the event this Agreement and the Executive's employment are terminated pursuant to Section 9, the Company shall provide the Executive with the payments and benefits set forth below. The Executive acknowledges and agrees that the payments set forth in this Section 10 and the other agreements and plans referenced in this Agreement, constitute the sole and liquidated damages for a termination of this Agreement and his employment under Section 9. The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any setoff or counterclaim which the Company may have against the Executive except that the Company shall have the right to deduct any amounts owed by the Executive to the Company due to the Executive's misappropriation of Company funds or property from the payments set forth in this Section 10. (1a) Termination Because of Disability or for Cause by the Company or Due to Death or a Voluntary Termination by the Executive. If this Agreement and the Executive's employment are terminated because of Disability or for Cause by the Company or due to the death or through a Voluntary Termination by the Executive: (i) the Company shall terminate pay the Executive’s employment without CauseExecutive (or his beneficiary or legal representative, or Disability of if applicable) his then current base salary described in Section 3 and his accrued, unused vacation pay through the ExecutiveTermination Date, as soon as practicable following the Termination Date; (ii) the Executive’s employment Company shall terminate due reimburse the Executive (or his beneficiary or legal representative, if applicable) for reasonable business expenses incurred, but not paid, prior to the Executive’s death or Disability or Termination Date; and (iii) the Executive (or his beneficiary or legal representative, if applicable) shall terminate her employmentreceive any other rights, for Good Reason, then the Company shall pay compensation and/or benefits as may be due to the Executive within ten (10) days after the Date of Termination the sum of (A) the Executive’s Base Salary for two years, plus (B) all unreimbursed business expenses and other accrued but unpaid compensation described in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid for any fiscal year ending prior following such termination to the fiscal year in which the Date of Termination occurs, payable at the time otherwise scheduled to be paid (the amounts described in (x) and (y), the “Accrued Obligations”); and (z) any amount arising from the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts shall be payable he is entitled in accordance with the terms and conditions provisions of such Benefit Plans, as any agreements referenced herein or plans or programs of the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTOCompany. (2b) Not in limitation of Section 6(a), if Termination By the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery Cause or by the Executive of a general release of claims in favor of for Good Reason. If this Agreement and the Executive's employment are terminated by the Company in a form reasonably satisfactory to without Cause or by the Company Executive for Good Reason: (“Release”), i) the Company shall pay to the Executive (iA) his then current base salary described in Section 3 and accrued, unused vacation pay through the Termination Date, as soon as practicable following the Termination Date, and (B) continued then current monthly base salary described in Section 3 for a termination settlement which shall be paid in substantially equal installments in accordance with the customary payroll practices period of the Company, in an amount equal to the Base Salary (as in effect on the date of termination) for twenty-four (24) months, and months following the Termination Date; (ii) an amount equal the Company shall maintain in full force and effect for the continued benefit of the Executive, for a period of twenty-four (24) months following the Termination Date, the welfare programs in which the Executive, his spouse and his dependents were participating immediately prior to the annual Bonus which Termination Date at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by the Executive for such benefits) as existed immediately prior to the Termination Date; provided, that if the Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive in respect of under such plans and programs; provided, that if the year of termination based on Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the achievement of any performance objectives for medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period. (iii) the Company and shall reimburse the Executive at no less than target level for such year of terminationreasonable business expenses incurred, prorated for but not paid, prior to the amount of Termination Date; and (iv) the year in which Executive was employedshall receive any other rights, which amount shall compensation and/or benefits as may be paid due to the Executive when following such termination to which he is entitled in accordance with the Company pays bonuses to its employees generallyterms and provisions of any other agreements, but no later than April 15 plans or programs of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”)Company. (3) Except as set forth in this Section 5, the Company shall have no further severance, payment or other benefit obligations to the Executive other than for the continuance of benefits under the Benefit Plans to the Date of Termination and such obligations which may be expressly provided to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between the Executive and the Company and approved by the Board.

Obligations of the Company Upon Termination. (1a) If either (i) the Company shall terminate the terminates Executive’s employment without Causefor Cause during the Term, or Disability (ii) Executive terminates his employment during the Term for any reason other than Good Reason, then this Agreement shall terminate without further obligations on the part of the Company to Executive under Sections 4 and 5 of this Agreement, other than for payment of Executive’s Base Salary accrued through the date of termination, to the extent not theretofore paid and reimbursement of any unreimbursed expenses. (b) If either (i) Executive terminates this Agreement for Good Reason or (ii) the Executive’s employment shall terminate due to the Executive’s death or Disability or (iii) the Executive shall terminate her employment, for Good ReasonCompany terminates this Agreement without Cause, then the Company shall pay to the Executive within ten Executive (101) days after the Date of Termination the sum of (A) the Executive’s Base Salary for two yearsaccrued through the date of termination, plus (B) all unreimbursed business expenses and other accrued but unpaid compensation described in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid for any fiscal year ending prior to the fiscal year in which extent not theretofore paid, (2)(A) if such termination occurs within twelve (12) months after the Date of Termination occursCommencement Date, payable at the time otherwise scheduled to be paid (the amounts described in (x) and (y), the “Accrued Obligations”); and (z) any amount arising from the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts shall be payable in accordance with the terms and conditions of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO. (2) Not in limitation of Section 6(a), if the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery by the Executive of a general release of claims in favor of the Company in a form reasonably satisfactory to the Company (“Release”), the Company shall pay to the Executive (i) a termination settlement which shall be paid in substantially equal installments in accordance with the customary payroll practices of the Company, in an amount equal to three (3) months of Executive’s Base Salary, or (B) if such termination occurs after the period specified in (A) above, but prior to the date that is eighteen (18) months after the Commencement Date, an amount equal to six (6) months of Executive’s Base Salary or (as C) if such termination occurs after the period specified in effect on (B) above, but prior to the date of termination) for that is thirty-twenty-four (24) monthsmonths after the Commencement Date, and (ii) an amount equal to nine (9) months of Executive’s Base Salary, in any case payable within thirty (30) days after the annual Bonus which the Executive would have been entitled to receive in respect date of the year of termination based on the achievement such termination, (3) reimbursement of any performance objectives for the Company unreimbursed expenses and the Executive at no less than target level for such year (4) payment of termination, prorated for a portion of the amount of the Performance Bonus equal to the maximum amount of the Performance Bonus multiplied by a fraction, (A) the numerator of which shall be the number of days elapsed from the beginning of the calendar year in which Executive was employed, such termination occurs and (B) the denominator of which amount shall be paid to the total number of days in the calendar year in which such termination occurs (being 365 in a full year and 184 in 2013). In exchange for any such payments, Executive when shall execute, within thirty (30) days following such termination, a full release of the Company pays bonuses to and its employees generally, but no later affiliates from all obligations other than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”). (3) Except as set forth in this Section 57(c) or from any usual and customary indemnification obligations of the Company to Executive as an officer thereof, in form and substance acceptable to the Company in its sole discretion. Notwithstanding the foregoing, the Company shall have no further severancenot be obligated to make any payments pursuant to this Section 7(c) until it has received such release, payment or other benefit obligations fully executed by Executive. For avoidance of doubt, nonrenewal of this Agreement pursuant to Section 2 hereof shall not constitute a termination by the Company without Cause hereunder and shall not entitle Executive to receive any payments pursuant to this Section 7(c). (d) The parties hereto agree that Executive may designate, by written notice to the Company, a beneficiary to receive the payments described in Sections 6 and 7 in the event of his death. The designation of any such beneficiary may be changed by Executive other than for the continuance of benefits under the Benefit Plans from time to time by written notice to the Date of Termination and such obligations Company. In the event Executive fails to designate a beneficiary as herein provided, any payments which may be expressly provided are otherwise to be paid on termination or made to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between a designated beneficiary under Sections 6 and 7 shall be made to the Executive and the Company and approved by the Boardlegal representative of Executive’s estate.

Obligations of the Company Upon Termination. Following any termination of Executive’s employment during the Term, Executive shall not be otherwise compensated for the loss of employment or the loss of any rights or benefits under this Agreement or any other plans and programs, except as provided below: (1a) If In the event Executive’s employment is terminated for Cause pursuant to Section 4(a), Executive shall be entitled to receive (i) the Company shall terminate the Executive’s employment without Cause, or Disability any unpaid Base Salary through his date of the Executivetermination, (ii) the Executive’s employment shall terminate due to the Executive’s death payment for any accrued but unused vacation or Disability or other similar paid time-off, (iii) payment of any vested benefit payable under the Executive shall terminate her employment, for Good Reason, then the Company shall pay to the Executive within ten (10) days after the Date of Termination the sum of (A) the ExecutiveCompany’s Base Salary for two years, plus (B) all unreimbursed business expenses and other accrued but unpaid compensation described in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid for any fiscal year ending prior to the fiscal year in which the Date of Termination occurs, payable at the time otherwise scheduled to be paid (the amounts described in (x) and (y), the “Accrued Obligations”); and (z) any amount arising from the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts shall be payable employee benefit plans in accordance with the terms and conditions of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO. (2) Not in limitation of Section 6(a), if the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery by the Executive of a general release of claims in favor of the Company in a form reasonably satisfactory to the Company (“Release”), the Company shall pay to the Executive (i) a termination settlement which shall be paid in substantially equal installments in accordance with the customary payroll practices of the Company, in an amount equal to the Base Salary (as in effect on the date of termination) for twenty-four (24) monthsthereof, and (iiiv) an amount equal reimbursement for any reasonable business expenses incurred prior to the annual Bonus which the Executive would have been entitled to receive in respect of the year of such termination based on the achievement of any performance objectives for the Company and the Executive at no less than target level for such year of termination, prorated for the amount of the year in which Executive was employed, which amount shall be paid to has complied with the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination Company’s reimbursement policies (such salary continuation and bonus paymentscollectively, the “Severance BenefitsAccrued Rights”). (3b) Except In the event Executive’s employment terminates pursuant to Section 4(b) due to Executive’s death or Disability, Executive (or his estate or representatives, as applicable) shall be entitled to receive: (i) The Accrued Rights. (ii) A pro rata Annual Bonus for the year in which such termination occurs based on the number of days Executive was employed during the year of termination, which shall be calculated based on actual performance through the end of such year and on the same basis as other bonus-eligible employees. Such pro rata Annual Bonus shall be paid to Executive in the fiscal year next following the year in which his employment terminates, at the same time annual bonuses for such preceding year are paid to the Company’s other bonus-eligible employees but in any event by no later than the 15th day of the third month following the close of such preceding year. (iii) With respect to any Eligible Award (as defined below) outstanding at the time of such termination, subject to Executive’s estate or his representatives executing and delivering (and not revoking) the Release as described in Section 8, such award shall be treated in the manner described in Section 5(e) of the Sirius LTIP or under the terms of the Omnibus Plan or any agreement thereunder, or to the extent granted under a successor plan thereto, shall be treated in a manner set forth in this Section 5, such plan. (c) In the event Executive’s employment is terminated by the Company shall have no further severancewithout Cause pursuant to Section 4(c) or is terminated by Executive for Good Reason pursuant to Section 4(d) (in each case, payment or other benefit obligations to the Executive other than for the continuance of benefits under the Benefit Plans due to the Date of Termination and such obligations which may death or Disability), Executive shall be expressly provided entitled to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between the Executive and the Company and approved by the Board.receive:

Obligations of the Company Upon Termination. (a) Termination by the Company for a Reason Other than Cause, Death or, Disability or Termination by the Employee for Good Reason. If the Employee’s employment is terminated by: (1) If the Company for any reason other than Cause, Death or Disability; or (2) the Employee for Good Reason: (i) the Company shall terminate pay the Executive’s employment without CauseEmployee the following (collectively, or Disability of the Executive, "Accrued Obligations"): (iiA) the Executive’s employment shall terminate due to the Executive’s death or Disability or within five (iii5) the Executive shall terminate her employment, for Good Reason, then the Company shall pay to the Executive within ten (10) business days after the Date of Termination the sum of (A) the Executive’s Termination, any earned but unpaid Annual Base Salary for two years, plus Salary; (B) within a reasonable time following submission of all unreimbursed business expenses and other accrued but unpaid compensation described in Section 4(b); (y) without duplicationapplicable documentation, any annual Bonus earned but not yet paid expense reimbursement payments owed to the Employee for any fiscal year ending expenses incurred prior to the fiscal Date of Termination and (C) no later than March 15th of the year in which the Date of Termination occurs, payable at any earned but unpaid Annual Bonus payments relating to the time otherwise scheduled to prior calendar year; (ii) the Company shall pay the Employee no later than March 15th of the calendar year following the year in which the Date of Termination occurs, a prorated Annual Bonus based upon the actual Annual Bonus that would have been earned by the Employee for the year in which the Date of Termination occurs (based upon the target Annual Bonus opportunity in the year in which the Date of Termination occurred, or the prior year if no target Annual Bonus opportunity has yet been determined, and the actual satisfaction of the applicable performance measures, but ignoring any requirement under the annual bonus plan that the Employee must be paid employed on the payment date) multiplied by the percentage of the calendar year completed before the Date of Termination (the amounts described “Post-Termination Pro-Rata Bonus Payment”); (iii) the Company shall pay the Employee, no later than the sixty-fifth (65th) calendar day after the Date of Termination, a lump-sum payment equal to: (A) 100% of the Employee's Annual Base Salary in effect immediately prior to the Date of Termination (xdisregarding any reduction in Annual Base Salary to which the Employee did not expressly consent in writing); (B) and 100% of the highest Annual Bonus paid to the Employee by the Company within the three (y)3) years preceding his termination of employment or, if higher, the “Accrued Obligations”)target Annual Bonus opportunity in the year in which the Date of Termination occurs; and (zC) any amount arising from accelerated payments under Employee’s Investment Success Incentive Awards for Ceridian HCM Holdings Inc. (the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan AmountsPost-Termination Cash Payment”); (iv) all stock option, which amounts restricted stock, profits interest, other equity-based incentive awards granted by the Company that were outstanding but not vested as of the Date of Termination shall be payable in accordance with the terms and conditions of such Benefit Plansbecome immediately vested and/or payable, as the case may be. The Accrued Plan Amounts , provided, however, that any such equity awards that are vested pursuant to this provision and that constitute a non-qualified deferred compensation arrangement within the meaning of Code Section 409A shall include but be paid or settled on the earliest date coinciding with or following the Date of Termination that does not be limited to any accrued but unused PTO.result in a violation of or penalties under Section 409A (the “Existing Equity Acceleration”); and (2v) Not in limitation of Section 6(a), if the Company shall provide the Employee with certain continued welfare benefits as follows: (A) Any life insurance coverage provided by the Company shall terminate at the Executive’s same time as life insurance coverage would normally terminate for any other employee that terminates employment without Causewith the Company, and the Employee shall have the right to convert that life insurance coverage to an individual policy under the regular rules of the Company's group policy. In addition, if the Employee is covered under or receives life insurance coverage provided by the Company on the Date of Termination, then upon within thirty (30) business days after the execution and delivery by the Executive Date of a general release of claims in favor of the Company in a form reasonably satisfactory to the Company (“Release”)Termination, the Company shall pay to the Executive (i) Employee a termination settlement which shall be paid in substantially equal installments in accordance with the customary payroll practices of the Company, in an amount lump sum cash payment equal to thirty-six (36) monthly life insurance premiums based on the Base Salary (as monthly premiums that would be due assuming that the Employee had converted his Company life insurance coverage that was in effect on the date Notice of termination) for twenty-four (24) months, and (ii) Termination into an amount equal to the annual Bonus which the Executive would have been entitled to receive in respect of the year of termination based on the achievement of any performance objectives for the Company and the Executive at no less than target level for such year of termination, prorated for the amount of the year in which Executive was employed, which amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”)individual policy. (3B) Except As long as set forth in this Section 5the Employee pays the full monthly premiums for COBRA coverage, the Company shall have no further severanceprovide the Employee and, payment or other benefit obligations as applicable, the Employee's eligible dependents with continued medical and dental coverage, on the same basis as provided to the Executive other than for Company's active executives and their dependents until the continuance of benefits under the Benefit Plans to earlier of: (i) three (3) years after the Date of Termination Termination; or (ii) the date the Employee is first eligible for medical and such obligations which may be expressly provided to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between dental coverage (without pre-existing condition limitations) with a subsequent employer. In addition, within thirty (30) business days after the Executive and Date of Termination, the Company shall pay the Employee a lump sum cash payment equal to thirty-six (36) monthly medical and approved by dental COBRA premiums based on the Boardlevel of coverage in effect for the Employee (e.g., employee only or family coverage) on the Date of Termination.

Obligations of the Company Upon Termination. (1a) If By the Company Other Than for Cause or by the Executive for Good Reason. Subject to Section 5(d), if during the Employment Period the Company terminates the Executive’s employment under this Agreement (other than for Cause) or the Executive terminates employment under this Agreement for Good Reason: (i) the Company Executive shall terminate be entitled to severance equal to continued payment for two years after the Separation from Service of the Executive’s employment base salary (as in effect on the Date of Termination without Causegiving effect to any diminution in base salary that constitutes grounds for termination by the Executive for Good Reason in accordance with Section 4(c)(i)), or Disability of which amount shall be paid in installments over such two-year period pursuant to the Executive, Company’s normal payroll policy; (ii) the Executive’s employment Executive shall terminate due be entitled to receive a bonus payment equal to the Executive’s death or Disability or (iii) amount, if any, to which the Executive shall terminate her employment, would be entitled to receive under the Company’s annual bonus program if the Executive had remained employed for Good Reason, then the fiscal year of the Company shall pay in which such Separation from Service occurs (assuming target attainment of any applicable performance objectives), multiplied by a fraction, the numerator of which is the number of days in such current fiscal year through the Separation from Service, and the denominator of which is 365, with any such amount to the Executive be paid within ten (10) 60 days after following the Date of Termination as set forth below; (iii) for the sum of (A) 18-month period following the Executive’s Base Salary for two years, plus Separation from Service (B) all unreimbursed business expenses and other accrued but unpaid compensation subject to earlier termination as described in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid for any fiscal year ending prior to the fiscal year in which the Date of Termination occurs, payable at the time otherwise scheduled to be paid (the amounts described in (x) and (y), the “Accrued Obligations”); and (z) any amount arising from the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts shall be payable in accordance with the terms and conditions of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO. (2) Not in limitation of Section 6(abelow), if the Company shall terminate Executive elects to receive continuation coverage under the ExecutiveCompany’s employment without Cause, then upon the execution and delivery by the Executive of a general release of claims in favor of the Company in a form reasonably satisfactory group health plans pursuant to the Company Consolidated Omnibus Budget Reconciliation Act of 1985 (“ReleaseCOBRA”), the Company shall pay the COBRA premium costs of medical, prescription, dental and vision coverage, if any, under the Company’s group health plans for the Executive and, to the extent permitted under COBRA, the Executive’s spouse and eligible dependents, if any, with such payment not to exceed the COBRA rates for such coverage; provided, however, that entitlement to any such COBRA premium payments shall terminate upon COBRA ineligibility, including, without limitation, by reason of the Executive’s commencement of eligibility under the group health plan of any other employer and the Executive’s commencement of eligibility for Medicare benefits under Title XVIII of the Social Security Act. The Executive shall notify the Company of the commencement of the Executive’s eligibility under the group health plan of any other employer and/or of eligibility for Medicare benefits under Title XVIII of the Social Security Act at any time during the 18-month period following the Executive’s Separation from Service. If the Executive remains on COBRA coverage for the entire 18-month period in which the Executive is entitled to such Company paid coverage, the Company shall make monthly payments to the Executive (ifor the 6-month period immediately following the expiration of the 18-month COBRA period equal to the amount of premium costs that the Company would have paid on the Executive’s behalf had the Executive been eligible to continued coverage under COBRA. Notwithstanding anything to the contrary set forth above, the Company, in its sole discretion, may discontinue any coverage contemplated hereunder in the event that such continuation is not permitted under or would adversely affect the tax status of the plan or plans of the Company pursuant to which the coverage is provided or could result in an excise tax on the Company or the Executive, in which case the Company shall make supplemental severance payments to the Executive in monthly amounts equal to the amounts to which the Executive otherwise would have been entitled hereunder in respect of such coverage for the remainder of the period that the Company otherwise would have been obligated to pay such COBRA premium costs on behalf of the Executive. Any amounts that are paid on the Executive’s behalf or paid directly to the Executive as supplemental severance payments in accordance with this Section 5(a)(iii) a termination settlement which shall be paid in substantially equal installments considered taxable income to the Executive and any taxes on such amounts shall be the Executive’s responsibility and subject to applicable tax withholding; (iv) the Executive shall be entitled to receive executive level outplacement assistance under any outplacement assistance program then being maintained by the Company in accordance with the customary payroll practices terms of any such program; and (v) the Company shall pay, or cause to be paid, to the Executive, in a lump sum in cash within 30 days after the Separation from Service, the following accrued but unpaid cash compensation of the Company, in an amount equal Executive (the “Accrued Obligations”): (V) the Executive’s base salary through the Date of Termination that has not yet been paid; (W) any earned annual bonus with respect to the Base Salary immediately preceding fiscal year that has not been paid; (as in effect on X) any accrued but unpaid vacation pay; (Y) any unreimbursed employee business expenses; and (Z) any vested benefits accrued and due under any applicable benefit plan, policy, practice or program of, or contract or agreement with, the date of terminationCompany. The Company’s obligation to make any payments, or cause any payments to be made, under this Section 5(a) for twenty-four (24other than the Accrued Obligations) monthsshall be conditioned upon the Executive’s execution, and non-revocation, by the 60th day following the Date of Termination, of a written release, substantially in the form attached hereto as Annex 1, of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment under this Agreement or the termination thereof (ii) an amount equal other than any entitlements under the terms of this Agreement to indemnification or under any other plans or programs of the annual Bonus Company in which the Executive would have been entitled to receive in respect of the year of termination based on the achievement of any performance objectives for the Company participated and under which the Executive at no less has accrued and is due a benefit) (the “Release”). The payments and benefits described in this Section 5(a) (other than target level for such year of termination, prorated for the amount of the year in which Executive was employed, which amount Accrued Obligations) shall be paid, or shall begin to be paid or provided, as applicable, as soon as administratively practicable after the Release becomes irrevocable, but in no event later than 75 days following the Date of Termination, provided that if the 60-day period described above begins in one taxable year and ends in a second taxable year such payments or benefits shall not commence until the second taxable year. The first payment in a series of installment payments shall include all installments not yet paid from the Date of Termination until the first payment date. If and to the extent compliance with the requirements of Treas. Reg. § 1.409A-3(i)(2) (or any successor provision) is necessary to avoid the application of an additional tax under Section 409A to payments due to the Executive upon or following the Executive’s Separation from Service, then notwithstanding any other provision of this Agreement (or any otherwise applicable plan, policy, agreement or arrangement), any such payments that are otherwise due within six months following the Executive’s Separation from Service shall be deferred (without interest) and paid to the Executive when in a lump sum immediately following that six month period. This provision shall not be construed as preventing payments pursuant to Section 5 equal to an amount up to two times the Company pays bonuses lesser of (a) the Executive’s annualized compensation for the year prior to its employees generallythe Separation from Service, but no later than April 15 and (b) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the year Code, being paid to the Executive in the first six months following the year Separation from Service. For purposes of termination (such salary continuation and bonus paymentsthe application of Section 409A, the “Severance Benefits”). (3) Except as set forth each payment in a series of payments described in this Section 5, the Company 5 shall have no further severance, payment or other benefit obligations to the Executive other than for the continuance of benefits under the Benefit Plans to the Date of Termination and such obligations which may be expressly provided to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between the Executive and the Company and approved by the Boarddeemed a separate payment.

Obligations of the Company Upon Termination. (1a) Termination Due to Death, Disability, By the Executive for Good Reason or By the Company Other than for Cause. If (i) the Company shall terminate the Executive’s employment without other than for Cause, or Disability of the Executive, (ii) if the Executive’s employment shall terminate due to the Executive’s is terminated by reason of his death or Disability Disability, or (iii) by the Executive shall terminate her employment, for Good Reason, then : (i) the Company shall pay to the Executive within ten in a lump sum in cash the following amounts: the sum of (101) days after the Executive’s base salary as then in effect through the Date of Termination the sum of (A) the Executive’s Base Salary for two years, plus (B) all unreimbursed business expenses and other accrued but unpaid compensation described in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid for any fiscal year ending prior to the fiscal year extent not theretofore paid, (2) any unused paid time off (vacation and sick time as recorded in which the Company’s payroll system as of the Date of Termination occursconsistent with prior notifications or confirmations by the Company of such unused paid time off, payable which amount would continue to increase and accrue based on the Executive’s continued employment), paid out at the time otherwise scheduled per-business-day base salary rate then in effect with respect to be paid the Executive, (3) any additional vested benefits in accordance with the applicable terms of applicable Company arrangements, including the deferred compensation payment contemplated by Section 5(a) hereof, and (4) any unreimbursed expenses (the sum of the amounts described in clauses (x1), (2), (3) and (y), 4) shall be hereinafter referred to as the “Accrued Obligations”); and (ii) subject, in each case, to Sections 9 and (z) any amount arising from 10 hereof and the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts shall be payable in accordance continued compliance with the terms covenants and conditions obligations set forth in the Confidential Information, Inventions and Noncompete Agreement, dated as of such Benefit PlansMarch 26, as 2010 (the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO. (2) Not in limitation of Section 6(a), if the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery by the Executive of a general release of claims in favor of the Company in a form reasonably satisfactory to the Company (“ReleaseNoncompete Agreement”), the Company shall pay provide the Executive with: A. payment equal to the Executive product of (ix) 1.00, multiplied by (y) the Executive’s annual base salary then in effect; B. subject to the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), a termination settlement which shall be paid in substantially equal installments in accordance with the customary payroll practices of the Company, lump sum cash payment in an amount equal to the Base Salary employer portion of the costs of continued health benefits for the Executive and his covered dependents (as based on the level of coverage in effect as of the Date of Termination (the “Separation Period”) in effect at the Date of Termination) (the “Health Benefits Payment”) for the twelve (12) month period following the Date of Termination; provided, however, that if the Company’s provision of the Health Benefits Payment to the Executive under this Section 3(a)(ii)(B) would violate the nondiscrimination rules applicable to health plans or self-insured plans under Section 105(h) of the Code, or result in the imposition of penalties under the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (the “PPACA”), the parties agree to reform this Section 3(a)(ii)(B) in a manner as is necessary to comply with the PPACA and the Code; provided, further, that nothing herein provided shall be construed to extend the period of time over which COBRA continuation coverage otherwise may be provided to the Executive and/or his dependents in accordance with applicable law; and C. for purposes of any equity incentive awards granted to the Executive that remain outstanding on the Date of Termination, and notwithstanding anything to the contrary in the applicable award agreement or plan (or any predecessor or successor equity compensation plan), or elsewhere, such equity incentive awards that would otherwise be scheduled to vest during the Separation Period shall continue to vest during such period in accordance with the vesting schedule in effect prior to the Date of Termination. In addition (i) any options that were vested immediately prior to the Date of Termination shall be exercisable for (x) ninety (90) days following the Date of Termination, or (y) twelve (12) months following the date of terminationtermination if the Executive is “Retirement”-eligible (as defined in the applicable award agreement governing the Options) for twenty-four (24) monthsas of the Date of Termination, and (ii) an amount equal any options that vest during the Separation Period pursuant to the annual Bonus which foregoing sentence shall be exercisable for ninety (90) days following the Executive would have been entitled to receive in respect conclusion of the year of termination based on the achievement of any performance objectives for the Company and the Executive at no less than target level for such year of termination, prorated for the amount of the year in which Executive was employed, which amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”)Separation Period. (3) Except as set forth in this Section 5, the Company shall have no further severance, payment or other benefit obligations to the Executive other than for the continuance of benefits under the Benefit Plans to the Date of Termination and such obligations which may be expressly provided to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between the Executive and the Company and approved by the Board.

Obligations of the Company Upon Termination. (1a) If Prior to a Change in Control: Termination by Employee for Good Reason; Termination by the Company Other Than for Poor Performance, Cause or Disability. If, prior to a Change in Control, the Company shall terminate Employee’s employment other than for Poor Performance, Cause or Disability, or Employee shall terminate employment for Good Reason within a period of 90 days after the occurrence of the event giving rise to Good Reason, then (and with respect to the payments and benefits described in clauses (ii) through (vii) below, only if Employee executes a Release in substantially the form of Exhibit A hereto (the “Release”)): (i) the Company shall terminate the Executive’s employment without Cause, or Disability of the Executive, (ii) the Executive’s employment shall terminate due to the Executive’s death or Disability or (iii) the Executive shall terminate her employment, for Good Reason, then the Company shall pay to the Executive Employee in a lump sum in cash within ten (10) 30 days after the Date of Termination the sum of (A) the ExecutiveEmployee’s Base Salary for two yearsthrough the Date of Termination to the extent not theretofore paid, plus and (B) all unreimbursed business expenses any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in clauses (A) and other accrued (B) shall be hereinafter referred to as the “Accrued Obligations”); and (ii) for the longer of six months or until Employee becomes employed with a subsequent employer, but unpaid compensation in no event to exceed 18 months from the Date of Termination (the “Normal Severance Period”), the Company will continue to pay Employee an amount equal to her monthly Base Salary, payable in equal monthly or more frequent installments as are customary under the Company’s payroll practices from time to time; provided, however that the Company’s obligation to make or continue such payments shall cease if Employee violates any of the Restrictive Covenants (as defined in Section 13(a) of this Agreement) and fails to remedy such violation to the satisfaction of the Board within 10 days of notice of such violation; and (iii) during the Normal Severance Period, the Company shall continue benefits to Employee and/or Employee’s family at least equal to those which would have been provided to them in accordance with the Welfare Plans described in Section 4(b)5(c) of this Agreement if Employee’s employment had not been terminated; provided, however that the Company’s obligation to provide such benefits shall cease if Employee violates any of the Restrictive Covenants (yas defined in Section 13(a) without duplication, any annual Bonus earned but not yet paid for any fiscal year ending prior of this Agreement) and fails to remedy such violation to the fiscal satisfaction of the Board within 10 days of notice of such violation; and (iv) not later than 30 days after the Date of Termination, Employee will be paid a bonus for the year in which the Date of Termination occurs, payable at the time otherwise scheduled to be paid (the amounts described in (x) and (y), the “Accrued Obligations”); and (z) any amount arising from the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts shall be payable in accordance with the terms and conditions of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO. (2) Not in limitation of Section 6(a), if the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery by the Executive of a general release of claims in favor of the Company in a form reasonably satisfactory to the Company (“Release”), the Company shall pay to the Executive (i) a termination settlement which shall be paid in substantially equal installments in accordance with the customary payroll practices of the Company, occurs in an amount equal to the Base Salary greater of (1) 50% of her Bonus Opportunity (as defined in effect on Section 5(b)(i)) for such year, or (2) 100% of her Bonus Opportunity (prorated through the Date of Termination) adjusted up or down by reference to her year-to-date performance at the Date of Termination in relation to the prior established performance objectives under Employee’s bonus plan for such year; and (v) all grants of restricted stock of the Company (“Restricted Stock”) held by Employee as of the Date of Termination will become immediately vested as of the Date of Termination; and (vi) all of Employee’s options to acquire Common Stock of the Company (“Options”) that would have become vested (by lapse of time) within the 24-month period following the Date of Termination had Employee remained employed during such period will become immediately vested as of the Date of Termination; and (vii) notwithstanding the provisions of the applicable Option agreement, all of Employee’s vested but unexercised Options as of the Date of Termination (including those with accelerated vesting pursuant to Section 8(a)(vi) above) shall remain exercisable through the earlier of (A) the original expiration date of terminationthe Option, or (B) for twenty-four the 90th day following the end of the Normal Severance Period; and (24viii) months, and (ii) an amount equal to the annual Bonus extent not theretofore paid or provided, the Company shall timely pay or provide to Employee any other amounts or benefits required to be paid or provided or which the Executive would have been entitled Employee is eligible to receive in respect under any plan, program, policy or practice or contract or agreement of the year of termination based on the achievement of any performance objectives for the Company (such other amounts and the Executive at no less than target level for such year of termination, prorated for the amount of the year in which Executive was employed, which amount benefits shall be paid hereinafter referred to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, as the “Severance Other Benefits”). (3) Except as set forth in this Section 5, the Company shall have no further severance, payment or other benefit obligations to the Executive other than for the continuance of benefits under the Benefit Plans to the Date of Termination and such obligations which may be expressly provided to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between the Executive and the Company and approved by the Board.

Obligations of the Company Upon Termination. Within thirty (1) If (i) the Company shall terminate the Executive’s employment without Cause, or Disability of the Executive, (ii) the Executive’s employment shall terminate due to the Executive’s death or Disability or (iii) the Executive shall terminate her employment, for Good Reason, then the Company shall pay to the Executive within ten (1030) days after the Date following termination of Termination the your employment for any reason, you (or your estate) shall be entitled to receive a lump sum of (A) the Executive’s payment equal to your earned but unpaid Base Salary for two years, plus (B) all unreimbursed business expenses and other accrued but unpaid compensation described in Section 4(b); (y) without duplicationthrough the date of termination, any annual Bonus bonus if declared or earned but not yet paid for a completed fiscal year, any fiscal year ending prior expenses owed to the fiscal year in which the Date of Termination occursyou, payable at the time otherwise scheduled to be paid (the amounts described in (x) and (y), the “Accrued Obligations”); and (z) any amount arising from the Executive’s your participation in, or benefits underunder any employee benefit plans, any Benefit Plans (“Accrued Plan Amounts”)programs or arrangements, which amounts shall be payable in accordance with the terms and conditions of such Benefit Plansemployee benefit plans, as programs or arrangements (collectively, “Accrued Obligations”). In addition to the case may beAccrued Obligations, if at any time following the date of this Agreement your employment or this Agreement is terminated by the Company without Cause or your resign your employment for Good Reason, you will be entitled to receive severance equal to twelve (12) months of your Base Salary and an amount equal to twelve (12) times the monthly amount that the Company paid for you and your family’s participation in the Company’s health insurance plan during the month immediately preceding the termination date. Such severance payments will be made in accordance with the Company’s then current payroll practices throughout the twelve (12) month severance period. The Accrued foregoing and any rights you have under the equity compensation provisions of this Agreement or the Plan Amounts shall include but be your sole and exclusive remedy and in lieu of any other rights or remedies to which you may otherwise be entitled, whether at law, tort or contract, in equity or under this letter agreement upon or with respect to such termination of employment. Further, the receipt of any severance hereunder will be subject to you signing and not be limited to any accrued but unused PTO. (2) Not in limitation revoking a waiver of Section 6(a), if the Company shall terminate the Executive’s employment without Cause, then upon the execution claims and delivery by the Executive of a general release of claims in favor of substantially the Company in a form reasonably satisfactory to attached hereto as Exhibit A (the Company (“Release”), as such waiver may be modified from time to time to provide the Company shall pay to broadest form of release and waiver of claims given the Executive current state of the law. If within forty-five (45) days following your termination date, you do not either (i) a termination settlement which shall execute the Release or (ii) you are solely responsible for the Release not becoming effective and irrevocable, you will forfeit all rights to any severance payments hereunder. In no event will severance payments be paid or provided unless and until the Release becomes effective. If such Release does become effective and irrevocable within forty-five (45) days following your termination date, the first installment payment of any severance payable to you hereunder shall include a catch-up payment for any amounts that would have otherwise been payable during such 45-day period but for this Release requirement. Except as otherwise expressly provided herein or in substantially equal installments in accordance with the customary payroll practices Plan, you shall not be entitled to any other salary, bonuses, employee benefits or compensation from the Company after the termination of the Companyemployment and all of your rights to salary, in an amount equal to the Base Salary (as in effect on bonuses, employee benefits and other compensation hereunder which would have accrued or become payable after the date of termination) for twenty-four (24) months, termination of employment shall cease and (ii) an amount equal to the annual Bonus which the Executive would have been entitled to receive in respect of the year of termination based on the achievement of any performance objectives for the Company and the Executive at no less than target level for be forfeited upon such year of termination, prorated for the amount of the year in which Executive was employed, which amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later other than April 15 of the year following the year of termination those expressly required under applicable law (such salary continuation and bonus payments, the “Severance Benefits”as COBRA). (3) Except as set forth in this Section 5, the Company shall have no further severance, payment or other benefit obligations to the Executive other than for the continuance of benefits under the Benefit Plans to the Date of Termination and such obligations which may be expressly provided to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between the Executive and the Company and approved by the Board.

Obligations of the Company Upon Termination. (1a) Cause; Other than for Good Reason and Other than for Good Reason-Change in Control. If the Company terminates this Agreement with Cause pursuant to Section 4.1(a) hereof, or if Executive terminates this Agreement without Good Reason or without Good Reason-Change in Control pursuant to Section 4.1(a) hereof, or if this Agreement terminates pursuant to Section 4.1(c) hereof, this Agreement shall terminte without further obligations to Executive, other than those obligations owing or accrued to, vested in, or earned by Executive through the date of termination, including, but not limited to: (i) to the extent not theretofore paid, Executive's minimum salary at the annual rate in effect at the time of such termination through the date of termination; and (ii) in the case of compensation previously deferred by Executive, all amounts previously deferred (together with any accrued interest thereon) and not yet paid by the Company shall terminate and any accrued vacation pay not yet paid by the Executive’s employment without CauseCompany; and (iii) all other amounts or benefits owing or accrued to, vested in, or Disability earned by Executive through the date of termination under the then existing or applicable plans, programs, arrangements, and policies of the ExecutiveCompany and its affiliates, including, but not limited to, any such plans, programs, arrangements or policies described in Section 2.1(d) hereof; such obligations owing or accrued to, vested in, or earned by Executive through the date of termintion, including, but not limited to, such amounts and benefits specified in clauses (i), (ii) the Executive’s employment shall terminate due to the Executive’s death or Disability or ), and (iii) of this sentence, being hereinafter collectively referred to as the "Accrued Obligations." The aggregate amount of such obligations owing or accrued to, vested in, or earned by Executive through the date of termination, including, but not limited to, the Accrued Obligations, shall terminate her employment, for Good Reason, then be paid by the Company shall pay to the Executive in cash in one lump sum within ten thirty (1030) days after the Date of Termination the sum of (A) the Executive’s Base Salary for two years, plus (B) all unreimbursed business expenses and other accrued but unpaid compensation described in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid for any fiscal year ending prior to the fiscal year in which the Date of Termination occurs, payable at the time otherwise scheduled to be paid (the amounts described in (x) and (y), the “Accrued Obligations”); and (z) any amount arising from the Executive’s participation in, or benefits under, any Benefit Plans (“Accrued Plan Amounts”), which amounts shall be payable in accordance with the terms and conditions of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO. (2) Not in limitation of Section 6(a), if the Company shall terminate the Executive’s employment without Cause, then upon the execution and delivery by the Executive of a general release of claims in favor of the Company in a form reasonably satisfactory to the Company (“Release”), the Company shall pay to the Executive (i) a termination settlement which shall be paid in substantially equal installments in accordance with the customary payroll practices of the Company, in an amount equal to the Base Salary (as in effect on the date of termination) for twenty-four (24) months, and (ii) an amount equal to the annual Bonus which the Executive would have been entitled to receive in respect of the year of termination based on the achievement of any performance objectives for the Company and the Executive at no less than target level for such year of termination, prorated for the amount of the year in which Executive was employed, which amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”). (3) Except as set forth in this Section 5, the Company shall have no further severance, payment or other benefit obligations to the Executive other than for the continuance of benefits under the Benefit Plans to the Date of Termination and such obligations which may be expressly provided to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between the Executive and the Company and approved by the Board.

Obligations of the Company Upon Termination. (A) If, during the Protected Period, the Company involuntarily terminates Executive’s employment other than for Cause (excluding termination for death or Disability) or Executive voluntarily terminates employment for Good Reason and Executive executes a separation agreement deemed acceptable to the company substantially in the form attached hereto as Exhibit “A” (“Separation Agreement”): (1) If (i) the Company shall terminate the Executive’s employment without Cause, or Disability of the Executive, (ii) the Executive’s employment shall terminate due to the Executive’s death or Disability or (iii) the Executive shall terminate her employment, for Good Reason, then the Company shall pay to the Executive Executive, within ten (10) 30 days after the Date of Termination Termination, or if later, within 5 days of the Separation Agreement signed by Executive becoming legally effective, the following: (a) a lump sum payment equal to Executive’s accrued, but unpaid base salary through the date of termination, less all applicable deductions; (b) a lump sum payment equivalent to 2.99 times Executive’s final annual base salary, less all applicable deductions; (c) a lump sum payment equivalent to 2.99 times Executive’s annual performance bonus target as approved by the Compensation and Benefits Committee of EDS’ Board of Directors for the year in which he/she is terminated, less all applicable deductions; and (d) all deferred and restricted EDS stock units and/or stock options awarded to Executive that remain outstanding on the date of termination shall immediately vest, shall immediately be freed of any restrictions regarding their sale or transfer (other than any such restrictions arising by operation of law or pursuant to the terms of any applicable deferral plan), and with regard to all stock options other than those awarded as part of the acquisition of The Xxxx Group, Inc., they shall be exercisable for a period of (A1) year from the date of termination. With regard to the stock options awarded as part of the acquisition of The Xxxx Group, Inc., such options shall be exercisable for the period of time provided for in Executive’s Base Salary for two years, plus applicable stock option award agreement. (B) all unreimbursed business expenses and other accrued but unpaid compensation described in Section 4(b); (y) without duplication, any annual Bonus earned but not yet paid for any fiscal year ending prior to the fiscal year in which the Date of Termination occurs, payable at the time otherwise scheduled to be paid (the amounts described in (x) and (y), the “Accrued Obligations”); and (z) any amount arising from the If Executive’s participation inemployment is involuntarily terminated for Cause, death or benefits underDisability during the Protected Period, any Benefit Plans (“Accrued Plan Amounts”), which amounts shall be payable in accordance with the terms and conditions of such Benefit Plans, as the case may be. The Accrued Plan Amounts shall include but not be limited to any accrued but unused PTO. (2) Not in limitation of Section 6(a), if the Company shall terminate provide to Executive his/her accrued, but unpaid base salary through the Executive’s employment without Causedate of termination, then upon the execution less all applicable deductions, and delivery by the shall have no other severance and/or separation obligations to Executive of a general release of claims in favor of the Company in a form reasonably satisfactory pursuant to the Company (“Release”)terms of this Agreement. If Executive voluntarily terminates his/her employment during the Protected Period other than for Good Reason, the Company shall pay to the Executive (i) a termination settlement which shall be paid in substantially equal installments in accordance with the customary payroll practices of the Companyhis/her accrued, in an amount equal to the Base Salary (as in effect on but unpaid base salary through the date of termination) for twenty-four (24) months, less all applicable deductions, and (ii) an amount equal to the annual Bonus which the Executive would have been entitled to receive in respect of the year of termination based on the achievement of any performance objectives for the Company and the Executive at no less than target level for such year of termination, prorated for the amount of the year in which Executive was employed, which amount shall be paid to the Executive when the Company pays bonuses to its employees generally, but no later than April 15 of the year following the year of termination (such salary continuation and bonus payments, the “Severance Benefits”). (3) Except as set forth in this Section 5, the Company shall have no further severance, payment or other benefit severance and/or separation obligations to the Executive other than for the continuance of benefits under the Benefit Plans pursuant to the Date terms of Termination and such obligations which may be expressly provided to be paid on termination or to survive on termination as set forth in any other written agreement entered into simultaneously or hereafter between the Executive and the Company and approved by the Boardthis Agreement.