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

Obligations of the Company Upon Termination. of Executive's Employment Following a Change in Control (a) If, during the Effective Period, the Company terminates the Executive's employment other than for Cause or the Executive terminates employment with the Company for Good Reason, the Company will pay the following to the Executive as soon as practicable following the Date of Termination, but in no event later than thirty (30) days, or such period otherwise specifically provided, thereafter: (i) cash in the amount of the Executive's annual base salary through the Date of Termination to the extent not theretofore paid, including amounts due for accrued but unused vacation time; (ii) cash in the amount of the annual bonus earned by the Executive through the Date of Termination based on the Company's performance through such date and prorationed by multiplying such bonus amount by the fraction obtained by dividing the number of days in the year through the Date of Termination by 365, payable no later than sixty (60) days following the Date of Termination; (iii) cash in an amount equal to the product of two times the Executive's annual base salary at the greater of (A) the rate in effect at the time Notice of Termination is given or (B) the rate in effect immediately preceding the Change in Control, payable in a lump sum; (iv) a lump sum cash amount equal to the product of two times the target annual bonus at the greater of (A) the target annual bonus in effect at the time Notice of Termination is given or (B) the target annual bonus in effect immediately preceding the Change in Control; (v) the continuation of the provision of health insurance, dental insurance and life insurance benefits for a period of two years following the Date of Termination to the Executive and the Executive's family at least equal to and to the same extent as those which would have been provided to them in accordance with the plans, programs, practices and policies of the Company as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Period or on the Date of Termination, at the election of the Executive; provided, however, that if the Executive becomes re-employed 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 will be secondary to those provided under such other plan during such applicable period of eligibility.

Obligations of the Company Upon Termination. of Executive's Employment Following a Change in Control (a) By Executive for Good Reason or by the Company other than for Cause, Death or Disability Not During the Change in Control Period. If, during the Effective Employment Period, the Company terminates the Executive's ’s employment other than for Cause Cause, death or Disability, including by providing notice to Executive pursuant to Section 3(a) that the Employment Period will not be extended and Executive’s employment is terminated, or Executive terminates employment with the Company for Good Reason, the Company will pay the following and, in each case, Executive is not entitled to the Executive as soon as practicable following the Date of Termination, but in no event later than thirty (30) days, any amounts or such period otherwise specifically provided, thereafter:benefits pursuant to Section 4(b): (i) The Company shall pay to Executive, in a lump sum in cash in within 30 days after the amount Date of Termination (or earlier, if required by applicable law), the aggregate of the following amounts: the sum of (A) Executive's annual base salary ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, including (B) Executive’s business expenses that are reimbursable pursuant to Section 2(b)(vi) of this Agreement but have not been reimbursed by the Company as of the Date of Termination; (C) Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs, if such Annual Bonus has been earned but not paid as of the Date of Termination; and (D) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts due for accrued but unused vacation timedescribed in subclauses (A), (B), (C) and (D), the “Accrued Obligations”); (ii) cash in the amount of the annual bonus earned by the Executive through the Date of Termination based Subject to Section 11(b), on the Company's performance through such date and prorationed by multiplying such bonus amount by the fraction obtained by dividing the number of days in the year through the Date of Termination by 365, payable no later than sixty (60) days following 61st day after the Date of Termination; (iii) cash in an amount equal , the Company shall, subject to the product of two times the Executive's annual base salary at the greater of (A) the rate in effect at the time Notice of Termination is given or (B) the rate in effect immediately preceding the Change in ControlSection 4(e), payable in a lump sum; (iv) pay to Executive a lump sum cash amount equal to the product obtained by multiplying (A) two by (B) the sum of two times (1) Executive’s Annual Base Salary (without regard to any reduction thereto) and (2) Executive’s Target Bonus (without regard to any reduction thereto); (iii) Subject to Section 11(b), on the target annual bonus at 61st day after the greater Date of Termination, the Company shall, subject to Section 4(e), pay to Executive a lump sum cash amount equal to the product obtained by multiplying (A) Executive’s Target Bonus for the fiscal year in which the Date of Termination occurs, by (B) a fraction, the numerator of which is the total number of days that have elapsed during such fiscal year through the Date of Termination and the denominator of which is the total number of days in the applicable fiscal year; (iv) If Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall reimburse Executive for the difference between the monthly COBRA premium paid by Executive for Executive and Executive’s dependents and the monthly premium amount paid by Executive for such coverage immediately prior to the Date of Termination. Such reimbursement shall be paid to Executive on the first of the month immediately following the month in which Executive timely remits the premium payment. Executive shall be eligible to receive such reimbursement until the earliest of (A) 24 months following the target annual bonus in effect at the time Notice Date of Termination is given or Termination, (B) the target annual bonus time Executive is no longer eligible for such COBRA coverage, or (C) the date Executive becomes eligible for group health care insurance coverage from another employer; provided, that Executive shall promptly notify the Company of any such circumstances. For the avoidance of doubt, nothing in effect immediately preceding this Agreement (including Section 4(b)) shall prohibit the Change Company or any of its affiliates from amending or terminating any group health plan. Notwithstanding anything in Control;this Agreement (including Section 4(b)) to the contrary, in the event that the payment of amounts payable under this clause (iv) or in Section 4(b)(iv), as applicable, shall result in adverse tax consequences under Chapter 100 of the Code, Code Section 4980D or otherwise to the Company or its affiliates, the parties shall undertake commercially reasonable efforts to restructure such benefit in an economically equivalent manner to avoid the imposition of such taxes on the Company or the affiliate, provided, however, that should the Company’s auditors determine in good faith that no such alternative arrangement is achievable, Executive shall not be entitled to his or her rights to payment under this clause (iv) or Section 4(b)(iv), as applicable. Further, neither the Company nor any of its employees, directors, managers, board members, affiliates, parents, stakeholders, equityholders, agents, successors, predecessors or related parties guarantees the tax treatment of any benefit under this clause (iv) or Section 4(b)(iv), as applicable, and no such party shall have liability to Executive or his or her beneficiaries with respect to the taxation of such benefits or amounts payable in respect thereof; and (v) To the continuation extent not theretofore paid or provided, the Company shall timely pay or provide to Executive any Other Benefits (as defined in Section 5) in accordance with the terms of the provision underlying plans or agreements. Other than as set forth in this Section 4(a), in the event of health insurancea termination of Executive’s employment by the Company without Cause (other than due to death or Disability) or by Executive for Good Reason, dental insurance the Company shall have no further obligation to Executive under this Agreement. (b) By Executive for Good Reason or By the Company Other than for Cause, Death, or Disability During the Change in Control Period. If, during the Employment Period, the Company terminates Executive’s employment other than for Cause, death or disability, including by providing notice to Executive pursuant to Section 3(a) that the Employment Period will not be extended and life insurance benefits Executive’s employment is terminated, or Executive terminates employment for Good Reason, in each case, within a period of two years following after a Change in Control (the “Change in Control Period”), the Company will pay and provide to Executive the amounts and benefits specified in Section 4(b)(i)-(vi) herein in lieu of the 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 to (or earlier, if required by applicable law), the Executive and the Executive's family at least equal to and to the same extent as those which would have been provided to them in accordance with the plans, programs, practices and policies aggregate of the Company Accrued Obligations (as defined in effect and applicable generally Section 4(a)(i)). (ii) Subject to other peer executives and their families during Section 11(b), on the 90-61st day period immediately preceding the Effective Period or on after the Date of Termination, at the election Company shall, subject to Section 4(e), pay to Executive a lump sum cash amount equal to the product obtained by multiplying (A) three by (B) the sum of (1) Executive’s Annual Base Salary (without regard to any reduction thereto) and (2) Executive’s Target Bonus (without regard to any reduction thereto); (iii) Subject to Section 11(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 obtained by multiplying (A) Executive’s Target Bonus for the fiscal year in which the Date of Termination occurs, by (B) a fraction, the numerator of which is the total number of days that have elapsed during such fiscal year through the Date of Termination and the denominator of which is the total number of days in the applicable fiscal year; (iv) If Executive timely and properly elects health continuation coverage under COBRA, the Company shall reimburse Executive for the difference between the monthly COBRA premium paid by Executive for Executive and Executive’s dependents and the monthly premium amount paid by Executive for such coverage immediately prior to the Date of Termination. Such reimbursement shall be paid to Executive on the first of the Executivemonth immediately following the month in which Executive timely remits the premium payment. Executive shall be eligible to receive such reimbursement until the earliest of (A) 36 months following the Date of Termination, (B) the time Executive is no longer eligible for such COBRA coverage, or (C) the date Executive becomes eligible for group health care insurance coverage from another employer; provided, however, that if Executive shall promptly notify the Company of any such circumstances; and (v) Any outstanding equity-based awards granted to Executive becomes reunder Parent’s 2024 Equity and Incentive Compensation Plan (or any successor plan) (the “Equity Plan”) shall vest in full (with performance-employed based awards vesting at the greater of target performance and actual performance measured as of the Date of Termination) and shall be paid in accordance with another employer the terms of the Equity Plan and is eligible to receive medical the applicable equity award agreements; and (vi) To the extent not theretofore paid or other welfare benefits under another employer provided planprovided, the medical and other welfare benefits described herein will be secondary Company shall timely pay or provide to those provided under such other plan during such applicable period Executive any Other Benefits (as defined in Section 5) in accordance with the terms of eligibilitythe underlying plans or agreements.

Obligations of the Company Upon Termination. of Executive's Employment Following a (a) Cause; Other than for Good Reason and Other than for Good Reason-Change in Control (a) If, during the Effective Period, . If the Company terminates the 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 terminate without further obligations to Executive's employment , other than for Cause those obligations owing or accrued to, vested in, or earned by Executive through the Executive terminates employment with the Company for Good Reasondate of termination, the Company will pay the following to the Executive as soon as practicable following the Date of Terminationincluding, but in no event later than thirty (30) days, or such period otherwise specifically provided, thereafternot limited to: (i) cash in the amount of the Executive's annual base salary through the Date of Termination to the extent not theretofore paid, including amounts due for accrued but unused vacation time; (ii) cash in the amount of the annual bonus earned by the Executive through the Date of Termination based on the Company's performance through such date and prorationed by multiplying such bonus amount by the fraction obtained by dividing the number of days in the year through the Date of Termination by 365, payable no later than sixty (60) days following the Date of Termination; (iii) cash in an amount equal to the product of two times the Executive's annual base minimum salary at the greater of (A) the annual rate in effect at the time Notice of Termination is given or (B) such termination through the rate in effect immediately preceding the Change in Control, payable in a lump sum;date of termination; and (ivii) a lump sum cash amount equal to in the product case of two times compensation previously deferred by Executive, all amounts previously deferred (together with any accrued interest thereon) and not yet paid by the target annual bonus at Company and any accrued vacation pay not yet paid by the greater of (A) the target annual bonus in effect at the time Notice of Termination is given or (B) the target annual bonus in effect immediately preceding the Change in Control;Company; and (viii) all other amounts or benefits owing or accrued to, vested in, earned by Executive through the continuation date of termination under the provision of health insurance, dental insurance and life insurance benefits for a period of two years following the Date of Termination to the Executive and the Executive's family at least equal to and to the same extent as those which would have been provided to them in accordance with the then existing or applicable plans, programs, practices arrangements, and policies of the Company and its affiliates, including, but not limited to, any such plans, programs, arrangements, or policies described in Section 2.1(c) hereof; such obligations owing or accrued to, vested in, or earned by Executive through the date of termination, including, but not limited to, such amounts and benefits specified in clauses (i), (ii), and (iii) of this sentence, being hereinafter collectively referred to as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding "Accrued Obligations." The aggregate amount of such obligations owing or accrued to, vested in, or earned by Executive through the Effective Period or on the Date date of Terminationtermination, at the election of the Executive; providedincluding, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer provided planbut not limited to, the medical and other welfare benefits described herein will Accrued Obligations, shall be secondary paid by the Company to those provided under such other plan during such applicable period Executive in cash in one lump sum within thirty (30) days after the date of eligibilitytermination.

Obligations of the Company Upon Termination. of Executive's Employment Following a Change in Control (a) Termination Other Than for Cause, Death or Disability if Employee ----------------------------------------------------------------- Agrees to Cancellation of Change of Control Agreement. If, during the Effective ----------------------------------------------------- Employment Period, the Company terminates shall terminate the Executive's employment other than for Cause or death or Disability, and, subject to (i) the execution by the Executive terminates employment with of the Company for Good ReasonRelease attached as Exhibit A hereto, and (ii) the automatic cancellation of any right the Executive might otherwise have under the Change of Control Agreement previously entered into between the Executive and the Company, a copy of which is attached as Exhibit B, the Company will pay Executive shall be entitled to all of the following to the Executive as soon as practicable following the Date of Termination, but in no event later than thirty (30) days, or such period otherwise specifically provided, thereafterfollowing: (i) the Company shall pay to the Executive in a lump sum in cash in within 15 calendar days after the amount Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's annual base salary Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the Minimum Bonus and (II) the Annual Bonus paid or payable, including amounts due any bonus or portion thereof, which has been earned but deferred (and annualized for accrued but unused vacation time; (ii) cash in the amount any fiscal year consisting of the annual bonus earned by less than twelve full months or during which the Executive through was employed for less than twelve full months), for the Date most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of Termination based on the Company's performance through such date and prorationed by multiplying such bonus amount by the fraction obtained by dividing which is the number of days in the current fiscal year through the Date of Termination by Termination, and the denominator of which is 365, payable 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 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. an amount equal to the product of (1) two and (2) the highest amount actually paid to the Executive in cash compensation (that is, Annual Base Salary plus bonus(es) actually paid) in any one of the previous three calendar years; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit (utilizing actuarial assumptions no later less favorable to the Executive than sixty those in effect under the Company's qualified defined benefit retirement plan (60the "Retirement Plan") days following and immediately prior to the Effective Date under the Retirement Plan, and any excess or supplemental retirement plan in which the Executive participates (together, the "SERP") which the Executive would receive if the Executive's employment continued for two years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the two years is that required by Section 3(b)(i) and Section 3(b)(ii), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination; (ii) all stock options, restricted stock and other stock-based compensation shall become immediately exercisable or vested, as the case may be, and stock options shall be exercisable for two years thereafter; (iii) cash in an amount equal for the Continuation Period (as defined below), the Company shall continue to pay the premium for benefits to the product of two times Executive and/or the Executive's annual base salary at the greater of (A) the rate in effect at the time Notice of Termination is given or (B) the rate in effect immediately preceding the Change in Control, payable in a lump sum; (iv) a lump sum cash amount dependents equal to the product of two times the target annual bonus at the greater of (A) the target annual bonus in effect at the time Notice of Termination is given or (B) the target annual bonus in effect immediately preceding the Change in Control; (v) the continuation of the provision of health insurance, dental insurance and life insurance benefits for a period of two years following the Date of Termination to the Executive and the Executive's family at least equal to and to the same extent as those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(b)(iv) of this Agreement if the Company Executive's employment had not been terminated or, if more favorable to the Executive, as in effect and applicable generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families during the 90-day period immediately preceding the Effective Period or on the Date of Terminationfamilies, at the election of the Executive; provided, however, that if the Executive becomes re-employed reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer employer-provided plan, the medical and other welfare benefits described herein will shall be secondary to those provided under such other plan during such applicable period of eligibility, and provided further that the Executive and the Executive's dependents otherwise are and remain eligible for coverage under the federal law COBRA. The Continuation Period shall be two years. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two years after the Date of Termination and to have retired on the last day of such period; (iv) the Company shall, at its sole expense as incurred, provide the Executive with reasonable outplacement services the scope and provider of which shall be selected by the Executive in his sole discretion; and (v) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits, other than (x) severance benefits and (y) any benefits or payments under the Change of Control Agreement (Exhibit B), all rights to which the Executive shall have relinquished as partial consideration for the payments and benefits under this Section 5(a), that are required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").

Obligations of the Company Upon Termination. of (a) Termination by the Company for other than Cause or by the Executive for Good Reason. If the Executive's Employment Following employment is terminated by the Company for any reason other than Cause or Disability or by the Executive for Good Reason: (i) The Company shall pay to the Executive, within thirty business days of the Date of Termination, any earned but unpaid Annual Base Salary; (ii) The Company shall pay to the Executive, within thirty business days of the Date of Termination, a prorated Annual Bonus based on (A) the target Annual Bonus opportunity in the year in which the Date of Termination occurs or the prior year if no target Annual Bonus opportunity has yet been determined (disregarding any reduction in target Annual Bonus opportunity that was the basis for a termination by the Executive for Good Reason) and (B) the fraction of the year the Executive was employed. (iii) The Company shall pay to the Executive, within thirty business days of the Date of Termination, a lump-sum payment equal to the sum of 50% (100% if the Executive has been employed at the Company for at least three (3) years as of the Date of Termination) of (x) the Executive's Annual Base Salary in effect immediately prior to the Date of Termination (disregarding any reduction in Annual Base Salary that was the basis for a termination by the Executive for Good Reason), and (y) the Executive's target Annual Bonus opportunity for the year in which the Date of Termination occurs or the prior year if no target Annual Bonus opportunity has yet been determined (disregarding any reduction in target Annual Bonus opportunity that was the basis for a termination by the Executive for Good Reason); (iv) For a six (6) month period (one (1) year period if the Executive has been employed at the Company for at least three (3) years as of the Date of Termination) after the Date of Termination, the Company will arrange to provide the Executive (and any covered dependents), without cost to the Executive, with life, accident and health insurance benefits substantially similar to those the Executive and any covered dependents were receiving immediately prior to the Notice of Termination, except for any such benefits that were waived by the Executive in writing. If the Company arranges to provide the Executive and covered dependents with life, accident and health insurance benefits, those benefits will be reduced to the extent comparable benefits are actually received by, or made available to, the Executive by a subsequent employer without cost during the six (6) month or one (1) year period, as the case may be, following the Executive's Date of Termination. The Executive must report to the Company any such benefits that he actually receives or are made available. In lieu of the benefits described in this subsection 5(a)(iv), the Company, in its sole discretion, may elect to pay to the Executive a lump sum cash payment equal to the total premiums that would have been paid by the Company to provide such benefits to the Executive (determined based on the premiums paid by the Company immediately prior to the Date of Termination). Nothing in this subsection 5(a)(iv) will affect the Executive's right to elect COBRA continuation coverage in accordance with applicable law or extend the COBRA continuation coverage period; and (v) The Executive shall have at least three (3) months (or until the last day of the stock option term, whichever occurs first) to exercise any then vested outstanding stock options. (b) Termination in Connection with a Change in Control. (ai) If, during in anticipation of or within the Effective Period24 month period following a Change in Control (as defined below), the Company terminates the Executive's employment is terminated by the Company for any reason other than for Cause or Disability or by the Executive terminates employment with the Company for Good Reason, the Company will pay Executive shall receive the following to the Executive as soon as practicable following the Date of Terminationpayments and benefits described in subsection 5(a), but and, in no event later than thirty (30) daysaddition, or such period otherwise specifically provided, thereafter: (i) cash in the amount all of the Executive's annual base salary through the Date of Termination to the extent not theretofore paid, including amounts due for accrued but unused vacation time; (ii) cash in the amount of the annual bonus earned by the Executive through the Date of Termination outstanding equity-based on the Company's performance through such date and prorationed by multiplying such bonus amount by the fraction obtained by dividing the number of days in the year through the Date of Termination by 365, payable no later than sixty (60) days following the Date of Termination; (iii) cash in an amount equal to the product of two times the Executive's annual base salary at the greater of (A) the rate in effect at the time Notice of Termination is given or (B) the rate in effect immediately preceding the Change in Control, payable in a lump sum; (iv) a lump sum cash amount equal to the product of two times the target annual bonus at the greater of (A) the target annual bonus in effect at the time Notice of Termination is given or (B) the target annual bonus in effect immediately preceding the Change in Control; (v) the continuation of the provision of health insurance, dental insurance and life insurance benefits for a period of two years following the Date of Termination to the Executive and the Executive's family at least equal to and to the same extent as those which would have been provided to them in accordance with the plans, programs, practices and policies of the Company as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Period or awards shall become fully vested on the Date of Termination. (ii) For purposes of this Agreement, at the election term "Change in Control" means the occurrence of any of the Executive; provided, however, that if the Executive becomes re-employed 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 will be secondary to those provided under such other plan during such applicable period of eligibility.following events:

Obligations of the Company Upon Termination. of Executive's Employment Following a Change in Control (a) GOOD REASON; OTHER THAN FOR CAUSE, DEATH OR DISABILITY. If, during the Effective Employment Period, the Company terminates shall terminate the Executive's ’s employment other than for Cause or Disability or the Executive terminates shall terminate employment with the Company for Good Reason, the Company will pay the following to the Executive as soon as practicable following the Date of Termination, but in no event later than thirty (30) days, or such period otherwise specifically provided, thereafter: (i) the Company shall pay to the Executive in a lump sum in cash in within 30 days after the amount Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's annual base salary ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, including amounts due for accrued but unused vacation time; (2) the product of (x) the higher of (i) the Recent Annual Bonus and (ii) cash in the amount Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of the annual bonus earned by less than twelve full months or during which the Executive through was employed for less than twelve full months), for the Date most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the “Highest Annual Bonus”) and (y) a fraction, the numerator of Termination based on the Company's performance through such date and prorationed by multiplying such bonus amount by the fraction obtained by dividing which is the number of days in the current fiscal year through the Date of Termination by 365Termination, payable no later than sixty and the denominator of which is 365 (60the “Pro Rata Bonus”) days following and (3) any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1) and (3) shall be hereinafter referred to as the “Accrued Obligations”); 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 Base Salary described in clause (1) 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), 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) three and (2) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus; and C. an amount equal to the contributions to the Executive’s account in the Company’s Profit Sharing Plan which the Executive would receive if the Executive’s employment continued for three years after the Date of Termination; Termination assuming for this purpose that (iii1) cash all such contributions are fully vested, (2) the Executive’s compensation is that required by Sections 4(b)(i) and 4(b)(ii), and, (3) the Company’s contribution to the Profit Sharing Plan in each such year is in an amount equal to the product greatest amount contributed by the Company in any of two times the three years ending prior to the Effective Date. (ii) for three years after the Executive's annual base salary at ’s Date of Termination, or such longer period as may be provided by the greater of (A) the rate in effect at the time Notice of Termination is given or (B) the rate in effect immediately preceding the Change in Control, payable in a lump sum; (iv) a lump sum cash amount equal to the product of two times the target annual bonus at the greater of (A) the target annual bonus in effect at the time Notice of Termination is given or (B) the target annual bonus in effect immediately preceding the Change in Control; (v) the continuation terms of the provision of health insuranceappropriate plan, program, practice or policy (the “Benefits Period”), the Company shall continue medical, prescription, vision and dental insurance benefits (“Health Care Benefits”) and life insurance benefits for a period of two years following the Date of Termination to the Executive and and/or the Executive's ’s family at least equal to and to the same extent as those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of the Company Agreement if the Executive’s employment has not been terminated or, if more favorable to the Executive, as in effect and applicable generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families during the 90-day period immediately preceding the Effective Period or on the Date of Terminationfamilies, at the election of the Executive; provided, however, that if the Executive becomes re-employed 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 will shall be secondary to those provided under such other plan during such applicable period of eligibility; provided, however, that the Health Care Benefits shall be provided during the Benefits Period in such a manner that such benefits are excluded from the Executive’s income for federal income tax purposes. (iii) the Company shall, at its sole expense as incurred, provide the Executive with reasonable outplacement services the scope and provider of which shall be selected by the Executive in his sole discretion, 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; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”). Notwithstanding the foregoing provisions of this Section 6, in the 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 of Termination) (a “Specified Employee”), amounts that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code that would otherwise be payable or provided under Section 6 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”) determined as of the Date of Termination, or provided on the first business day after the date that is six months following the Executive’s Date of Termination (the “Delayed Payment Date”) ; provided that no such interest shall accrue with respect to any equity awards not settled during such six month period.

Obligations of the Company Upon Termination. of Executive's Employment (a) Good Reason or Other Than for Cause, Death or Disability Prior to or More Than Two Years Following a Change in Control (a) . If, during the Effective PeriodEmployment Period and prior to, or more than two years following, a Change in Control, the Company terminates shall terminate the Executive's ’s employment other than for Cause Cause, death, or Disability, or if the Executive terminates shall terminate his employment with the Company for Good Reason, the Company will shall pay the following to the Executive as soon as practicable following on the 45th day after the Date of TerminationTermination (except as otherwise required by law or provided below) or provide, but in no event later than thirty (30) daysas applicable, or such period otherwise specifically provided, thereafterthe following: (i) A lump sum cash in the amount of payment consisting of: (A) the Executive's annual base salary ’s Annual Base Salary through the Date of Termination to the extent not theretofore yet paid; (B) any annual Incentive Payment earned by the Executive for a prior award period, not yet paid, including provided that (other than any portion of such annual Incentive Payment that was previously deferred, which portion shall instead be paid in accordance with the applicable deferral arrangement and any election thereunder) such payment shall be made no later than the 15th day of the third month following the close of the fiscal year with respect to which such Incentive Payment is earned (the sum of the amounts due for accrued but unused vacation timedescribed in clauses (A) and (B) above shall be hereinafter referred to as the “Accrued Obligations”); (ii) cash Subject to Section 6(g), a prorated Incentive Payment for the year in which the Date of Termination occurs (the “Pro Rata Incentive Payment”) in an amount to equal the product of (A) the amount of the annual bonus earned determined by the Executive Compensation Committee based on the Company’s actual performance for the fiscal year in which the Date of Termination occurs and otherwise on a basis no less favorable than annual incentive award determinations are made by the Compensation Committee for the Company’s executive officers, and (B) a fraction, the numerator of which is the number of days that have elapsed through the Date of Termination based on in the Company's performance through such date fiscal year of the Company in which the Date of Termination occurs, and prorationed by multiplying such bonus amount by the fraction obtained by dividing denominator of which is the number of days in such year, with such amount to be paid in a lump sum in cash on the date on which the Company otherwise makes cash incentive payments to executive officers for such fiscal year (other than any portion of such annual Incentive Payment that was deferred, which portion shall instead be paid in accordance with the applicable deferral arrangement and any election thereunder); (iii) Subject to Section 6(g), a lump sum cash payment (the “Severance Payment” and, together with the Pro Rata Incentive Payment, the “Severance Benefits”) equal to the sum of (A) the Executive’s Annual Base Salary as in effect immediately prior to the Date of Termination, and (B) the greater of (x) the Target Incentive Payment for the year in which the Date of Termination occurs and (y) the Incentive Payment paid or payable to the Executive in respect of the fiscal year immediately prior to the year in which the Date of Termination occurs; and (iv) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy, or practice or contract or agreement of the Company and the Affiliated Entities through the Date of Termination, and shall pay such unreimbursed expenses incurred through the Date of Termination by 365, payable no later than sixty as are subject to reimbursement pursuant to Section 4(d) (60) days following the Date of Termination; (iii) cash in an amount equal to the product of two times the Executive's annual base salary at the greater of (A) the rate in effect at the time Notice of Termination is given or (B) the rate in effect immediately preceding the Change in Control, payable in a lump sum; (iv) a lump sum cash amount equal to the product of two times the target annual bonus at the greater of (A) the target annual bonus in effect at the time Notice of Termination is given or (B) the target annual bonus in effect immediately preceding the Change in Control; (v) the continuation of the provision of health insurance, dental insurance and life insurance benefits for a period of two years following the Date of Termination to the Executive and the Executive's family at least equal to and to the same extent as those which would have been provided to them in accordance with the plans, programs, practices and policies of the Company as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Period or on the Date of Termination, at the election of the Executive; provided, however, that if the Executive becomes re-employed 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 will be secondary to those provided under such other plan during such applicable period of eligibilityamounts and benefits shall be hereinafter referred to as the “Other Benefits”).

Obligations of the Company Upon Termination. of Executive's Employment Following (a) Termination by the Company for other than Cause or Disability or Termination by the Employee for Good Reason or following a Change in Control (a) If, during . If the Effective Period, the Company terminates the ExecutiveEmployee's employment other than for Cause or the Executive terminates employment with is terminated by the Company for any reason, other than Cause or Disability or by the Employee (x) for Good Reason, Reason or (y) for any reason during the period immediately following a Change in Control and ending on the six (6) month anniversary of a Change in Control: (i) the Company will shall pay the following to the Executive as soon as practicable following Employee, (A) within five (5) business days after the Date of Termination, any earned but in unpaid Annual Base Salary and any expense reimbursement payments owed to the Employee, and (B) no event later than thirty (30) days, or such period otherwise specifically provided, thereafter: (i) cash in the amount March 15 of the Executive's annual base salary through year in which the Date of Termination occurs, any earned but unpaid Annual Bonus payments relating to the extent not theretofore paid, including amounts due for accrued but unused vacation timeprior calendar year (the "Accrued Obligations"); (ii) cash the Company shall pay to the Employee, within thirty (30) business days after the Date of Termination, a prorated Annual Bonus based on (A) the target Annual Bonus opportunity in the amount of the annual bonus earned by the Executive through year in which the Date of Termination based on occurs or the Company's performance through such date prior year if no target Annual Bonus opportunity has yet been determined and prorationed by multiplying such bonus amount by (B) the fraction obtained by dividing the number of days in the year through the Date of Termination by 365, payable no later than sixty (60) days following the Date of TerminationEmployee was employed; (iii) cash in an amount the Company shall pay to the Employee, within thirty (30) business days after the Date of Termination, a lump-sum payment equal to 300% of the product of two times the Executive's annual base salary at the greater sum of (Ax) the rate in effect at the time Notice of Termination is given or (B) the rate Employee's Annual Base Salary in effect immediately prior to the Date of Termination (disregarding any reduction in Annual Base Salary to which the Employee did not expressly consent in writing) and (y) the highest Annual Bonus paid to the Employee by the Company within the three (3) years preceding his termination of employment or, if higher, the Change target Annual Bonus opportunity in Control, payable the year in a lump sumwhich the Date of Termination occurs; (iv) a lump sum cash amount equal to all stock option, restricted stock and other equity-based incentive awards granted by the product Company that were outstanding but not vested as of two times the target annual bonus at the greater of (A) the target annual bonus in effect at the time Notice Date of Termination is given or (B) shall become immediately vested and/or payable, as the target annual bonus in effect immediately preceding the Change in Control;case may be; and (v) the continuation of the provision of health insurance, dental insurance and life insurance benefits for a three (3) year period of two years following the Date of Termination to the Executive and the Executive's family at least equal to and to the same extent as those which would have been provided to them in accordance with the plans, programs, practices and policies of the Company as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Period or on after the Date of Termination, the Company will provide or cause to be provided to the Employee (and any covered dependents), with life and health insurance benefits (but not disability insurance benefits) substantially similar to those the Employee and any covered dependents were receiving immediately prior to the Notice of Termination at the election same level of benefits and at the same dollar cost to the Employee as is available to the Company's executive officers generally, provided that the Employee's continued receipt of such benefits is possible under the general terms and provisions of the Executive; providedapplicable plans and programs, howeverand provided further, that if such benefits would not be taxable to the Executive becomes re-employed Employee or subject to Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). In the event that the Employee's participation in any such plan or program is prohibited, the Company shall, at its expense, arrange to provide the Employee with benefits substantially similar to those which the Employee would otherwise have been entitled to receive under such plans and programs from which his continued participation is prohibited. If the Company arranges to provide the Employee and covered dependents with life and health insurance benefits, those benefits will be reduced to the extent comparable benefits are received by, or made available to, the Employee (at no greater cost to the Employee) by another employer and is eligible during the three (3) year period following the Employee's Date of Termination. The Employee must report to receive medical the Company any such benefits that he receives or other welfare that are made available. In lieu of the benefits under another employer provided plandescribed in this Section 8(a)(v), the medical and other welfare Company, in its sole discretion, may elect to pay to the Employee a lump sum cash payment equal to the monthly premiums that would have been paid by the Company to provide such benefits described herein will be secondary to those the Employee for each month such coverage is not provided under such other plan this Section 8(a)(v). Nothing in this Section 8(a)(v) will extend the COBRA continuation coverage period. (b) Termination by the Company for Cause or by the Employee without Good Reason. If the Employee's employment is terminated (i) by the Company for Cause or (ii) by the Employee without Good Reason (excluding for this purpose the Employee terminating his employment without Good Reason during such applicable the six (6) month period immediately following a Change in Control in accordance with Section 8(a)), the Company's only obligation under this Agreement shall be payment of eligibilityany earned but unpaid Annual Base Salary and any expense reimbursement payments owed to the Employee.

Obligations of the Company Upon Termination. of Executive's Employment Following a Change in Control (a) If, during the Effective Period, the Company terminates the Executive's employment other than for Cause or the Executive terminates employment with the Company for Good Reason, the Company will pay the following to the Executive as soon as practicable following the Date of Termination, but in no event later than thirty (30) days, or such period otherwise specifically provided, thereafter: (i) cash in the amount of the Executive's annual base salary through the Date of Termination to the extent not theretofore paid, including amounts due for accrued but unused vacation time; (ii) cash in the amount of the annual bonus earned by the Executive through the Date of Termination based on the Company's performance through such date and prorationed by multiplying such bonus amount by the fraction obtained by dividing the number of days in the year through the Date of Termination by 365, payable no later than sixty (60) days following the Date of Termination; (iii) cash in an amount equal to the product of two times the Executive's annual base salary at the greater of (A) the rate in effect at the time Notice of Termination is given or (B) the rate in effect immediately preceding the Change in Control, payable in a lump sum; (iv) a lump sum cash amount equal to the product of two times the target annual bonus at the greater of (A) the target annual bonus in effect at the time Notice of Termination is given or (B) the target annual bonus in effect immediately preceding the Change in Control; (v) the continuation of the provision of health insurance, dental insurance and life insurance benefits for a period of two years following the Date of Termination to the Executive and the Executive's family at least equal to and to the same extent as those which would have been provided to them in accordance with the plans, programs, practices and policies of the Company as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Period or on the Date of Termination, at the election of the Executive; provided, however, that if the Executive becomes re-employed 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 will be secondary to those provided under such other plan during such applicable period of eligibility.

Obligations of the Company Upon Termination. of Executive's Employment Following (a) Termination by the Company for a Reason Other than Cause, Death or Disability and Termination by the Employee for Good Reason or following a Change in Control . If the Employee’s employment is terminated by: (a1) If, during the Effective Period, the Company terminates the Executive's employment other than for Cause or the Executive terminates employment with the Company for any reason other than Cause, Death or Disability; or (2) the Employee for (x) for Good ReasonReason or (y) for any reason during the period immediately following a Change in Control and ending on the six (6) month anniversary of such Change in Control: (i) the Company shall pay the Employee the following (collectively, the Company will pay the following to the Executive as soon as practicable following “Accrued Obligations”): (A) within five (5) business days after the Date of Termination, any earned but in unpaid Annual Base Salary; (B) within a reasonable time following submission of all applicable documentation, any expense reimbursement payments owed to the Employee for expenses incurred prior to the Date of Termination; and (C) no event later than thirty (30) days, or such period otherwise specifically provided, thereafter: (i) cash in the amount March 15th of the Executive's annual base salary through year in which the Date of Termination occurs, any earned but unpaid Annual Bonus payments relating to the extent not theretofore paid, including amounts due for accrued but unused vacation timeprior calendar year; (ii) cash in the amount Company shall pay the Employee no later than March 15th of the annual bonus earned by calendar year following the Executive through year in which the Date of Termination occurs, a prorated Annual Bonus based on upon the Company's performance through such date and prorationed by multiplying such bonus amount actual Annual Bonus that would have been earned by the fraction obtained by dividing the number of days in Employee for the year through 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 employed on the payment date) multiplied by 365, payable no later than sixty (60) days following the percentage of the calendar year completed before the Date of Termination; (iii) cash in an amount 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 300% of the product of two times the Executive's annual base salary at the greater of sum of: (A) the rate Employee’s Annual Base Salary in effect at immediately prior to the time Notice Date of Termination is given or (disregarding any reduction in Annual Base Salary to which the Employee did not expressly consent in writing); and (B) the rate highest Annual Bonus paid to the Employee by the Company within the three (3) years preceding his termination of employment or, if higher, the target Annual Bonus Opportunity in effect immediately preceding the Change year in Control, payable in a lump sumwhich the Date of Termination occurs; (iv) a lump sum cash amount equal to all stock option, restricted stock and other equity-based incentive awards granted by the product Company that were outstanding but not vested as of two times the target annual bonus at the greater of (A) the target annual bonus in effect at the time Notice Date of Termination is given or shall become immediately vested and/or payable, as the case may be, unless the equity incentive awards are based upon satisfaction of performance criteria (B) not based solely on the target annual bonus passage of time); in effect immediately preceding the Change in Control;which case, they will only vest pursuant to their express terms; and (v) the continuation 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 same time as life insurance coverage would normally terminate for any other employee that terminates employment with 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 provision of health insuranceCompany’s group policy. In addition, dental insurance and if the Employee is covered under or receives life insurance benefits for a period of two years following the Date of Termination to the Executive and the Executive's family at least equal to and to the same extent as those which would have been coverage provided to them in accordance with the plans, programs, practices and policies of by the Company as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Period or on the Date of Termination, at then within thirty (30) business days after the election Date of the Executive; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer provided planTermination, the Company shall pay the Employee a lump sum cash payment equal to thirty-six (36) monthly life insurance premiums based on the monthly premiums that would be due assuming that the Employee had converted his Company life insurance coverage that was in effect on the Notice of Termination into an individual policy. (B) As long as the Employee pays the full monthly premiums for COBRA coverage, the Company shall provide the Employee and, as applicable, the Employee’s eligible dependents with continued medical and other welfare benefits described herein will be secondary dental coverage, on the same basis as provided to those provided under such other plan during such applicable period the Company’s active executives and their dependents until the earlier of: (i) three (3) years after the Date of eligibilityTermination; or (ii) the date the Employee is first eligible for medical and dental coverage (without pre-existing condition limitations) with a subsequent employer. In addition, within thirty (30) business days after the Date of Termination, the Company shall pay the Employee a lump sum cash payment equal to thirty-six (36) monthly medical and dental COBRA premiums based on the level 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. of Executive's Employment Following a Change in Control (a) By Executive for Good Reason or by the Company other than for Cause, Death or Disability. If, during the Effective Employment Period, the Company terminates the Executive's ’s employment other than for Cause Cause, death or the Disability or Executive terminates employment with the Company for Good Reason, the Company will pay the following to the Executive as soon as practicable following the Date of Termination, but in no event later than thirty (30) days, or such period otherwise specifically provided, thereafter: (i) cash in The Company shall pay to Executive the amount aggregate of the following amounts in a lump sum in cash within 30 days after the Date of Termination: the sum of (A) Executive's annual base salary ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, including (B) Executive’s business expenses that are reimbursable pursuant to Section 2(b)(v) of this Agreement but have not been reimbursed by the Company as of the Date of Termination; (C) Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs, if such bonus has been determined but not paid as of the Date of Termination; and (D) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts due for accrued but unused vacation time;described in subclauses (A), (B), (C) and (D), the “Accrued Obligations”). (ii) cash in On the amount of the annual bonus earned by the Executive through the Date of Termination based on the Company's performance through such date and prorationed by multiplying such bonus amount by the fraction obtained by dividing the number of days in the year through the Date of Termination by 365, payable no later than sixty (60) days following 61st day after the Date of Termination; (iii, the Company shall, subject to Section 4(f) cash in an amount equal of this Agreement, pay to the product of two times the Executive's annual base salary at the greater of (A) the rate in effect at the time Notice of Termination is given or (B) the rate in effect immediately preceding the Change in Control, payable in a lump sum; (iv) Executive a lump sum cash amount equal to the product obtained by multiplying (A) one and one half by (B) the sum of two times (1) Executive’s Annual Base Salary (without regard to any reduction thereto) and (2) Executive’s Target Bonus (without regard to any reduction thereto). (iii) At such time as the target Company pays annual bonus at bonuses to senior executives of the greater Company (and no later than March 15 of the year following the Date of Termination), the Company shall, subject to Section 4(f) of this Agreement, pay to Executive a lump sum cash amount equal to the product obtained by multiplying (A) the target annual full year bonus that Executive would have earned had Executive remained employed through the end of the year in effect at which the time Notice Date of Termination is given or occurs based on the degree of satisfaction of the applicable performance targets (but assuming target performance with respect to any subjective criteria), by (B) a fraction, the target annual bonus in effect immediately preceding numerator of which is the Change in Control;total number of days that have elapsed during the fiscal year through the Date of Termination and the denominator of which is 365. (iv) With respect to each outstanding performance unit award granted pursuant to Section 2(b)(vi)(C) of this Agreement or otherwise, Executive shall be entitled to receive, at such time as the awards generally are settled for senior executives of the Company, a number of shares of common stock of the Company equal to the product obtained by multiplying (1) the total number of performance units Executive would have earned based on actual performance assuming Executive remained employed through the end of the applicable performance cycle, by (2) a fraction, the numerator of which is the total number of days that have elapsed during the applicable performance period through the Date of Termination and the denominator of which is 1095. (v) If the continuation termination of Executive’s employment occurs prior to the first anniversary of the provision of health insuranceEffective Date, dental insurance and life insurance benefits for a period of two years following on the Date of Termination to the Executive and the Executive's family at least equal to and to the same extent as those which would have been provided to them in accordance with the plans, programs, practices and policies of the Company as in effect and applicable generally to other peer executives and their families during the 90-61st day period immediately preceding the Effective Period or on after the Date of Termination, at the election Company shall, subject to Section 4(f) of this Agreement, pay to Executive a lump sum payment equal to €207,328. (vi) If the termination of Executive’s employment occurs prior to the first anniversary of the Executive; Effective Date, on the 61st day after the Date of Termination, the Company shall, subject to Section 4(f) of this Agreement, pay to Executive a lump sum payment equal to €87,500. (vii) To the extent not theretofore paid or provided, however, that if the Company shall timely pay or provide to Executive becomes re-employed with another employer and any other amounts or benefits required to be paid or provided or which Executive is eligible to receive medical or other welfare benefits under another employer provided any plan, program, policy or practice or contract or agreement of the medical Company and other welfare benefits described herein will be secondary to those provided under its affiliated companies through the Date of Termination (such other plan during amounts and benefits shall be hereinafter referred to as the “Other Benefits”), such Other Benefits to be paid or provided subject to and in accordance with the applicable period terms of eligibilityany such arrangements. Other than as set forth in this Section 4(a) of this Agreement, 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 obligation to Executive under this Agreement.

Obligations of the Company Upon Termination. of Executive's Employment Following a Change in Control (a) If, during the Effective Period, If either (i) the Company terminates Executive’s employment for Cause during the Executive's Term, or (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 Cause or payment of Executive’s Base Salary accrued through the Executive terminates employment with the Company for Good Reasondate of termination, the Company will pay the following to the Executive as soon as practicable following the Date extent not theretofore paid and reimbursement of Termination, but in no event later than thirty any unreimbursed expenses. (30b) days, or such period otherwise specifically provided, thereafter: If either (i) cash in Executive terminates this Agreement for Good Reason or (ii) the amount of Company terminates this Agreement without Cause, then the Company shall pay to Executive (1) Executive's annual base salary ’s Base Salary accrued through the Date date of Termination termination, to the extent not theretofore paid, including amounts due for accrued (2)(A) if such termination occurs within twelve (12) months after the Commencement Date, 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 unused vacation time; prior to the date that is eighteen (ii18) cash months after the Commencement Date, an amount equal to six (6) months of Executive’s Base Salary or (C) if such termination occurs after the period specified in (B) above, but prior to the date that is twenty-four (24) months after the Commencement Date, an amount equal to nine (9) months of Executive’s Base Salary, or (D) if such termination occurs after twenty-four (24) months after the Commencement Date, an amount equal to twelve (12) months of Executive’s Base Salary, in any case payable within thirty (30) days after the date of such termination, (3) reimbursement of any unreimbursed expenses and (4) payment of a portion of the amount of the annual bonus earned Performance Bonus equal to the maximum amount of the Performance Bonus multiplied by a fraction, (A) the Executive through numerator of which shall be the Date number of Termination based on days elapsed from the Company's performance through beginning of the calendar year in which such date termination occurs and prorationed by multiplying such bonus amount by (B) the fraction obtained by dividing denominator of which shall be the total number of days in the calendar year through the Date of Termination by 365in which such termination occurs (being 365 in a full year and 366 in 2024). In exchange for any such payments, payable no later than sixty Executive shall execute, within thirty (6030) days following the Date of Termination; (iii) cash in an amount equal to the product of two times the Executive's annual base salary at the greater of (A) the rate in effect at the time Notice of Termination is given or (B) the rate in effect immediately preceding the Change in Controlsuch termination, payable in a lump sum; (iv) a lump sum cash amount equal to the product of two times the target annual bonus at the greater of (A) the target annual bonus in effect at the time Notice of Termination is given or (B) the target annual bonus in effect immediately preceding the Change in Control; (v) the continuation of the provision of health insurance, dental insurance and life insurance benefits for a period of two years following the Date of Termination to the Executive and the Executive's family at least equal to and to the same extent as those which would have been provided to them in accordance with the plans, programs, practices and policies full release of the Company and its affiliates from all obligations other than as set forth in effect this Section 8(b) or from any usual and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Period or on the Date of Termination, at the election 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 not be obligated to make any payments pursuant to this Section 8(b) until it has received such release, 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 8(b). (c) The parties hereto agree that Executive may designate, by written notice to the Company, a beneficiary to receive the payments described in Sections 7 and 8 in the event of his death. The designation of any such beneficiary may be changed by Executive from time to time by written notice to the Company. In the event Executive fails to designate a beneficiary as herein provided, however, that if any payments which are otherwise to be made to a designated beneficiary under Sections 7 and 8 shall be made to the Executive becomes re-employed 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 will be secondary to those provided under such other plan during such applicable period legal representative of eligibilityExecutive’s estate.

Obligations of the Company Upon Termination. of Executive's Employment Following a Change in Control (a) If, during the Effective Period, the Company terminates the Executive's employment other than for Cause or the Executive terminates employment with the Company for Good Reason, the Company will pay the following to the Executive as soon as practicable following the Date of Termination, but in no event later than thirty (30) days, or such period otherwise specifically provided, thereafterExecutive: (i) cash Cash in the amount of the Executive's annual base salary through the Date of Termination to the extent not theretofore paid, including amounts due for accrued but unused vacation time; (ii) cash Cash in the amount of the target annual bonus earned by that the Executive through would receive for the year in which the Date of Termination based on the Company's performance through such date and prorationed occurs, pro-rationed by multiplying such bonus amount by the fraction obtained by dividing the number of days in the year through the Date of Termination by 365, payable no later than sixty (60) days following the Date of Termination; (iii) cash Cash in an amount equal to the product of two three times the Executive's annual base salary at the greater of (A) the rate in effect at the time Notice of Termination is given or (B) the rate in effect immediately preceding the Change in Control, payable in equal monthly installments over a lump sumperiod of three years following the Date of Termination (the "Salary Continuation Period"); (iv) a A lump sum cash amount equal to the product of two three times the target annual bonus at the greater of (A) the target annual cash bonus in effect for the Executive at the time Notice of Termination is given or (B) the target annual bonus in effect immediately preceding the Change in Controlgiven; (v) the The continuation of the provision of health insurance, dental insurance and life insurance benefits for a period of two years following the Date of Termination Salary Continuation Period to the Executive and the Executive's family at least equal to and to the same extent as those which would have been provided to them in accordance with the plans, programs, practices and policies of the Company as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Period or on the Date of Termination, at the election of the Executive; provided, however, that if the Executive becomes re-employed 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 will be secondary to those provided under such other plan during such applicable period of eligibility; (vi) The acceleration of vesting and the continued accrual of years of service under any and all defined benefit retirement plans sponsored or maintained by the Company or by any affiliate controlled by the Company, including without limitation the Iowa Farm Bureau Federation and Affiliated Companies Retirement Plan, in effect on and in which the Executive was a Participant on the Date of Termination, in each case for the Salary Continuation Period, but in no event beyond the date that the Executive or Executive's spouse begins to receive benefits under such plan; and (vii) The continued accrual of years of service and benefits under the Iowa Farm Bureau Federation Affiliates Supplemental Retirement Plan and the Supplemental Retirement Plan for Participants at the Iowa Farm Bureau Federation and Affiliated Companies Retirement Plan for the Salary Continuation Period, but in no event beyond the date that the Executive or the Executive's spouse begins to receive benefits under such plan.

Obligations of the Company Upon Termination. of Executive's Employment Following a Change in Control (a) Good Reason or Other Than for Cause, Death, or Disability. If, during the Effective Employment Period, the Company terminates the Executive's ’s employment other than for Cause Cause, death or Disability or the Executive terminates employment with the Company for Good Reason: (1) Taubman will pay, or will cause one of the Company will pay the following Affiliated Companies to pay, to the Executive as soon as practicable following Executive, in a lump sum in cash within 30 days after the Date of Termination, but in no event later than thirty (30) days, or such period otherwise specifically provided, thereafterthe aggregate of the following amounts: A. The sum of: (i) cash in the amount of the Executive's annual base salary ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, including amounts due for accrued but unused vacation time; ; (ii) cash in the amount Executive’s business expenses that are reimbursable pursuant to Section 3(b)(5) but have not been reimbursed by the Company as of the annual bonus earned by Date of Termination; (iii) the Executive through Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination based on the Company's performance through such date and prorationed by multiplying occurs if such bonus amount by has not been paid as of the fraction obtained by dividing Date of Termination; (iv) the product of (A) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof that has been earned but deferred (and annualized for any fiscal year consisting of less than 12 full months or during which the Executive was employed for less than 12 full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount, the “Highest Annual Bonus”) and (B) 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 (v) any compensation previously deferred by 365the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, payable no later than sixty in each case, to the extent not theretofore paid (60) days following the Date sum of Termination; the amounts described in clauses (i), (ii), (iii), (iv) cash in an and (v), “Accrued Obligations”); and B. The amount equal to the product of (i) two times and one-half (2.5) and (ii) the Executive's annual base salary at the greater sum of (A) the rate in effect at the time Notice of Termination is given or Executive’s Annual Base Salary and (B) the rate in effect immediately preceding the Change in Control, payable in a lump sum;Highest Annual Bonus. (iv2) a lump sum cash amount equal to For 30 months after the product Executive’s Date of two times Termination, or such longer period as may be provided by the target annual bonus at the greater of (A) the target annual bonus in effect at the time Notice of Termination is given or (B) the target annual bonus in effect immediately preceding the Change in Control; (v) the continuation terms of the provision of health insuranceappropriate plan, dental insurance and life insurance program, practice or policy, the Company will continue benefits for a period of two years following the Date of Termination to the Executive and and/or the Executive's ’s family at least equal to and to the same extent as those which would have been provided to them in accordance with the plans, programs, practices and policies of the Company as in effect and applicable generally at any time thereafter with respect to other peer executives of the Company and their families during the 90-day period immediately preceding the Effective Period or on the Date of Termination, at the election of the Executivefamilies; provided, however, that that, if the Executive becomes re-employed reemployed with another employer and is eligible to receive medical or other welfare comparable benefits under another employer employer-provided plan, the medical and other welfare benefits described herein will terminate. 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 will be secondary considered to those provided under have remained employed until three years after the Date of Termination and to have retired on the last day of such other plan period. (3) Taubman will provide, or cause one of the Affiliated Companies to provide, the Executive with outplacement benefits through the services of an independent outplacement consulting firm selected by Taubman, at prevailing rates, during such applicable the 12-month period following the Date of eligibilityTermination. (4) To the extent not theretofore paid or provided, Taubman will timely pay or provide, or cause one of the Affiliated Companies to timely pay or provide, to the Executive any Other Benefits (as defined in Section 6).

Obligations of the Company Upon Termination. of Executive's Employment Following a Change in Control (a) Good Reason; Other than for Cause, Death or Disability. If, during the Effective Employment Period, the Company terminates shall terminate the Executive's employment other than for Cause Cause, death or Disability, or the Executive terminates shall terminate employment with the Company for Good Reason, the Company will pay the following to the Executive as soon as practicable following the Date of Termination, but in no event later than thirty (30) days, or such period otherwise specifically provided, thereafter: (i) The Company shall pay to the Executive in a lump sum in cash in within 30 days after the amount Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's annual base salary Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including amounts due any bonus or portion thereof which has been earned but deferred (and annualized for accrued but unused vacation time; (ii) cash in the amount any fiscal year consisting of the annual bonus earned by less than 12 full months or during which the Executive through was employed for less than 12 full months), for the Date most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of Termination based on the Company's performance through such date and prorationed by multiplying such bonus amount by the fraction obtained by dividing which is the number of days in the current fiscal year through the Date of Termination by Termination, and the denominator of which is 365, payable no later than sixty and (603) days following any compensation previously deferred by the Date Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of Termination;the amounts described in clauses (1), (2) and (3) shall be hereinafter referred to as the "Accrued Obligations"), and (iii) cash in an B. the amount equal to the product of two (1) 8 times (2) the sum of (x) the Executive's annual base salary at the greater of Annual Base Salary and (Ay) the rate in effect at the time Notice of Termination is given or (B) the rate in effect immediately preceding the Change in ControlHighest Annual Bonus, payable in a lump sum;and (iv) a lump sum cash C. an amount equal to the product of two times the target annual bonus at the greater excess of (Aa) the target annual bonus actuarial equivalent of the benefit under the Company's qualified defined benefit retirement plan, if any, in which the Executive participates (the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect at under the time Notice of Termination is given Retirement Plan immediately prior to the Effective Date, if applicable), and any excess or supplemental retirement plan related to the Retirement Plan in which the Executive participates (Btogether, the "SERP"), which the Executive would receive if the Executive's employment continued for 9 year(s) the target annual bonus in effect immediately preceding the Change in Control; (v) the continuation of the provision of health insurance, dental insurance and life insurance benefits for a period of two years following after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and assuming that the Executive's compensation in each of the 10 year(s) is that required by Sections 4(b)(i) and 4(b)(ii), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination, and D. an amount equal to 11 times the total of the Employer Matching Contribution credited to the Executive under the Company's 401(k) Savings Plan (the "401(k) Plan") and the Supplemental Matching Accrual credited under the Company's Supplemental Savings Plan (the "Excess Plan") during the 12-month period immediately preceding the month of the Executive's Date of Termination, such amount to be grossed up so that the amount the Executive actually receives after payment of any federal or state taxes payable thereon equals the amount first described above; (ii) For 12 year(s) after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to and to the same extent as those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of the Company as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Period or on the Date of Termination, at the election of this Agreement if the Executive's employment had not been terminated; provided, however, that with respect to any of such plans, programs, practices or policies requiring an employee contribution, the Executive shall continue to pay the monthly employee contribution for same, and provided further, that if the Executive becomes re-employed with reemployed by 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 will shall be secondary to those provided under such other plan during such applicable period of eligibility; (iii) The Company shall, at its sole expense as incurred, provide the Executive with outplacement services, the scope and provider of which shall be selected by the Executive in his sole discretion; (iv) With respect to all options to purchase Common Stock held by the Executive pursuant to a Company stock option plan on or prior to the Date of Termination, irrespective of whether such options are then exercisable, the Executive shall have the right, during the 60-day period after the Date of Termination, to elect to surrender all or part of such options in exchange for a cash payment by the Company to the Executive in an amount equal the number of shares of Common Stock subject to the Executive's option multiplied by the difference between (x) and (y) where (y) equals the purchase price per share covered by the option and (x) equals the highest reported sale price of a share of Common Stock in any transaction reported on the New York Stock Exchange during the 60-day period prior to and including the Executive's Date of Termination; and with respect to all SARs held by the Executive granted under the Company's Stock Appreciation Rights Plan on or prior to the Date of Termination, irrespective of whether such SARs are then exercisable, the Executive shall have the right, during the 60-day period after the Date of Termination, to elect to surrender all or part of such SARs in exchange for a cash payment by the Company to the Executive in an amount equal to the number of SARs held by the Executive multiplied by the difference between (a) and (b) where (b) equals the fair market value of such SARs on the date on which such SARs were awarded and (a) equals the price of a share of Common Stock set forth in clause (x) above. Such cash payments shall be made within 30 days after the date of the Executive's election; provided, however, that if the Executive's Date of Termination is within six months after the date of grant of a particular option or SAR held by the Executive and the Executive is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, any cash payments related thereto shall be made on the date which is six months and one day after the date of grant of such option or SAR. Notwithstanding the foregoing, if any right granted pursuant to the foregoing would make a Change of Control transaction ineligible for pooling of interests accounting treatment under APB Xx. 00 xxxt but for this Section 6(a)(iv) would otherwise be eligible for such accounting treatment, the Executive shall receive shares of Common Stock with a Fair Market Value equal to the cash that would otherwise be payable hereunder in substitution for the cash, provided that any such shares of Common Stock so granted to the Executive shall be registered under the Securities Act of 1933, as amended; any options or SARs outstanding as of the Date of Termination and not then exercisable shall become fully exercisable as of the Executive's Date of Termination, and to the extent the Executive does not elect to surrender same for a cash payment (or the equivalent number of shares of Common Stock) as provided above, such options and SARs shall remain exercisable for seven months after the Executive's Date of Termination or until the stated expiration of the stated term thereof, whichever is shorter; restrictions applicable to any shares of Common Stock granted to the Executive under the Company's Restricted Stock Incentive Plan shall lapse, as of the date of the Executive's Date of Termination; (v) All country club memberships, luncheon clubs and other memberships which the Company was providing for the Executive's use at the time Notice of Termination is given shall, to the extent possible, be transferred and assigned to the Executive at no cost to the Executive (other than income taxes owed), the cost of transfer, if any, to be borne by the Company; (vi) The Company shall either transfer to the Executive ownership and title to the Executive's Company car at no cost to the Executive (other than income taxes owed) or, if the Executive receives a monthly car allowance in lieu of a Company car, pay the Executive a lump sum in cash within 30 days after the Executive's Date of Termination equal to 13 times the Executive's annual car allowance; (vii) All benefits under the Retirement Plan, the SERP, the 401(k) Plan and the Excess Plan, and any other similar plans, not already vested shall be 100% vested, to the extent such vesting is permitted under the Code (as defined below); and (viii) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").

Obligations of the Company Upon Termination. of Executive's Employment Following a Change in Control (a) Termination for Good Reason or Other Than for Cause, Death or Disability Prior to a Change of Control or after Twelve Months after a Change of Control. If, during the Effective PeriodTerm and prior to a Change of Control or after twelve (12) months after a Change of Control, the Company terminates shall terminate the Executive's employment other than for Cause Cause, Death or Disability or the Executive terminates shall terminate employment with the Company for Good Reason, : (i) the Company will shall pay the following to the Executive as soon as practicable in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination, but in no event later than thirty (302) days, the product of (x) the Annual Bonus paid or such period otherwise specifically provided, thereafter: (i) cash in the amount of the Executive's annual base salary through the Date of Termination payable to the extent not theretofore paidExecutive for the immediately preceding year and (y) a fraction, including amounts due for accrued but unused vacation time; (ii) cash in the amount numerator of the annual bonus earned by the Executive through the Date of Termination based on the Company's performance through such date and prorationed by multiplying such bonus amount by the fraction obtained by dividing which is the number of days in the current fiscal year through the Date of Termination by Termination, and the denominator of which is 365, payable no later than sixty (603) days following any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) 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 "Accrued Obligations"); and B. the amount equal to the sum of (1) the Executive's Annual Base Salary, calculated from the Date of Termination;Termination through the remainder of the Term, and (2) the Annual Bonus paid or payable to the Executive for the immediately preceding fiscal year annualized and calculated from the Date of Termination through the remainder of the Term; provided, however, 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, 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 awarded to the Executive under any plan not previously exercisable and vested shall become fully exercisable and vested; and (iii) cash in an amount equal to for the product remainder of two times the Term, provided that the Executive's annual base salary at continued participation is possible under the greater general terms and provisions of (A) such plans and programs, the rate in effect at the time Notice of Termination is given or (B) the rate in effect immediately preceding the Change in Control, payable in a lump sum; (iv) a lump sum cash amount equal to the product of two times the target annual bonus at the greater of (A) the target annual bonus in effect at the time Notice of Termination is given or (B) the target annual bonus in effect immediately preceding the Change in Control; (v) the continuation of the provision of health insurance, dental insurance and life insurance Company shall continue benefits for a period of two years following the Date of Termination to the Executive and and/or the Executive's family at least equal to and to the same extent as 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 had not been terminated in accordance with the most favorable plans, practices, programs or policies of the Company and its affiliated companies as in effect and applicable generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families during the 90-day period immediately preceding the Effective Period or on the Date of Termination, at the election of the Executivefamilies; provided, however, that if the Executive becomes re-employed reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer employer- provided plan, the medical and other welfare benefits described herein will 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, 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 (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) 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 the Executive in one sum in cash at the Executive's normal retirement age (or earlier retirement age should the Executive so elect) as defined in the retirement plans or programs in which the Executive participates or any successor plans or programs in effect on the Date of Termination, an amount equal to the actuarial equivalent of the retirement pension to which the Executive would have been entitled under the terms of such retirement plans or programs without regard to "vesting" thereunder, had the Executive accumulated additional years of continuous service through the remainder of the Term at his Annual Base Salary in 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 (vi) the Company shall promptly transfer and assign to the Executive all such life insurance policies for which the Company or Parent was previously reimbursing premium payments made by the Executive pursuant to an agreement between the Executive and the Company or Parent; and (vii) for a period of six (6) months after the Date 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. (i) Upon the termination of this Agreement: (A) pursuant to the expiration of the Term upon notice of non-renewal of the Term given by the Executive's Employment Following a Change in Control ; (aB) Ifby the Executive pursuant to paragraph 5(b)(ii); or (C) by the Company pursuant to paragraph 5(c)(ii), during the Effective Period(iii), (iv), or (v), the Company terminates the Executive's employment shall have no further obligations hereunder other than for Cause or the Executive terminates employment with the Company for Good Reason, the Company will pay the following payment of all compensation and other benefits payable to the Executive as soon as practicable following through the Date date of Terminationsuch termination which shall be paid on or before the Company's next regularly scheduled payday unless such amount is not then-calculable, but in no event later than thirty (30) days, or such period otherwise specifically provided, thereafter: (i) cash in which case payment shall be made on the first regularly scheduled payday after the amount of the Executive's annual base salary through the Date of Termination to the extent not theretofore paid, including amounts due for accrued but unused vacation time;is calculable. (ii) cash Upon termination of this Agreement: Except as provided for in Section 5(d)(iii) in the amount 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 annual bonus earned Clearside Biomedical, Inc. 2016 Stock Incentive Plan, as amended from time to time): (A) by the Executive through the Date of Termination based on the Company's performance through such date and prorationed by multiplying such bonus amount pursuant to paragraph 5(b)(i), or (B) by the fraction obtained Company pursuant to paragraph 5(c)(i) or upon notice of non­ renewal of the Term given by dividing the number of days Company and, in any such case, provided that the Executive first executes and does not revoke a release and settlement agreement in the year through form acceptable to the Date of Termination Company within the time period then-specified by 365, payable the Company but in any event no later than sixty (60) days following after the Date date of Terminationtermination (the "Release"): (1) the Company shall pay the Executive an amount equal to 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, delivered to the Company and not revoked the Release; (iii2) cash 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 portion of the Target Bonus the Executive would have earned under Section 4(b) for the 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 paragraph would be the amount determined by multiplying 75% (i.e., a pro ration reflecting % of the year) by 70% of the Target Bonus for such year; (3) provided that the Executive properly elects and maintains continued health insurance coverage under the Company sponsored plan and provided further that such benefits continue to be offered under the Company sponsored plan, the Company shall reimburse the Executive in an amount equal to the product cost of two times the premium for such continued health insurance coverage at the same average level and on the same terms and conditions which applied immediately prior to the date of the Executive's annual base salary at termination for the greater shorter of (a) 12 months from the date of termination or (b) until the Executive obtains reasonably comparable coverage; and (4) each Equity Award held by Executive shall immediately vest and be exercisable to the extent such Equity Award would have vested had Executive remained employed by the Company for a period of 12 months from the date of termination of this Agreement. The Company and the Executive hereby agree that the Equity Awards shall be deemed amended to the extent necessary to give effect to this provision. (iii) Upon termination of this Agreement within twelve months following a Change in Control or Corporate Transaction: (A) by the rate in effect at the time Notice of Termination is given Executive pursuant to paragraph 5(b)(i), or (B) by the rate Company pursuant to paragraph 5(c)(i) or upon notice of non-renewal of the Term given by the Company in effect immediately preceding any such case, Executive shall be entitled to the Change in Controlfollowing severance, payable in a lump sum;subject to execution of the Release: (ivI) a lump sum cash the Company shall pay the Executive an amount equal to the product of two times the target annual bonus at the greater of (A) the target annual bonus in effect at the time Notice of Termination is given or (B) the target annual bonus in effect immediately preceding the Change in Control; (v) the continuation of the provision of health insurance, dental insurance and life insurance benefits for a period of two years following the Date of Termination to the Executive and the Executive's family at least equal to and to the same extent as those which would have been provided to them in accordance with the plans, programs, practices and policies of the Company as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Period or on the Date of Termination, at the election of the Executive; provided, however, that if the Executive becomes re-employed 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 will be secondary to those provided under such other plan during such applicable period of eligibility.eighteen

Obligations of the Company Upon Termination. of Executive's Employment Following a Change in Control (a) Good Reason; Other Than for Cause, Death or Disability If, during the Effective Employment Period, the Company terminates shall terminate the Executive's employment other than for Cause or Disability or the Executive terminates shall terminate employment with the Company for Good Reason, the Company will pay the following to the Executive as soon as practicable following the Date of Termination, but in no event later than thirty (30) days, or such period otherwise specifically provided, thereafter: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination an amount equal to the present value, determined in accordance with Section 280G(d)(4) of the Internal Revenue Code of 1986, as amended (the "Code"), of the aggregate of the following amounts under A, B and C below; provided however, that prior to a Change of Control, the Company, in its discretion, may determine to pay any such amount of when it otherwise would have been paid if the Executive's annual base salary employment had not been terminated until the end of the Employment Period: (A) the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paidpaid and (2) the excess of (A) the product of (x) (i) if a Change of Control does not occur during the fiscal year which includes the Date of Termination, including amounts due the Annual Bonus which would have been payable to the Executive for accrued but unused vacation time; such entire fiscal year or (ii) cash in if a Change of Control does occur during the amount of the annual bonus earned by the Executive through fiscal year which includes the Date of Termination based on Termination, the Company's performance through higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such date higher amount being referred to as the "Highest Annual Bonus") and prorationed by multiplying such bonus amount by (y) a fraction, the fraction obtained by dividing numerator of which is the number of days in the current fiscal year through the Date of Termination by Termination, and the denominator of which is 365, payable no later than sixty (60) days following the Date of Termination; (iii) cash in an amount equal to the product of two times the Executive's annual base salary at the greater of (A) the rate in effect at the time Notice of Termination is given or over (B) the rate in effect immediately preceding the Change in Control, payable in a lump sum; (iv) a lump sum cash amount equal any amounts previously paid to the product of two times Executive pursuant to the target annual bonus at the greater of (A) the target annual bonus in effect at the time Notice of Termination is given or (B) the target annual bonus in effect immediately preceding the Change in Control; (v) the continuation terms of the provision of health insurance, dental insurance and life insurance benefits for a period of two years following Annual Bonus Plans as bonuses with respect to the year that includes the Date of Termination to (the Executive and the Executive's family at least equal to and to the same extent as those which would have been provided to them in accordance with the plans, programs, practices and policies sum of the Company amounts described in clauses (1) and (2) shall be hereinafter referred to as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Period or on the Date of Termination, at the election of the Executive"Accrued Obligations"); provided, however, that if the Executive becomes re-employed 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 will be secondary to those provided under such other plan during such applicable period of eligibility.and

Obligations of the Company Upon Termination. of Executive's Employment Following a Change in Control (a) Good Reason; Other Than for Cause, Death or Disability. If, during ------------------------------------------------------ the Effective Employment Period, the Company terminates shall terminate the Executive's employment other than for Cause or Disability or the Executive terminates shall terminate employment with the Company for Good Reason, the Company will pay the following to the Executive as soon as practicable following the Date of Termination, but in no event later than thirty (30) days, or such period otherwise specifically provided, thereafter: (i) the Company shall pay to the Executive in a lump sum in cash in within 30 days after the amount Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's annual base salary Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including amounts due any bonus or portion thereof which has been earned but deferred (and annualized for accrued but unused vacation time; (ii) cash in the amount any fiscal year consisting of the annual bonus earned by less than twelve full months or during which the Executive through was employed for less than twelve full months), for the Date most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of Termination based on the Company's performance through such date and prorationed by multiplying such bonus amount by the fraction obtained by dividing 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 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 sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's qualified defined benefit retirement plan (the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), and any excess or supplemental retirement plan in which the Executive participates (together, the "SERP") which the Executive would receive if the Executive's employment continued for [one] years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the three years is that required by 365Section 4(b)(i) and Section 4(b)(ii), payable no later than sixty over (60b) days following the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination; (iii) cash in D. an amount equal to the product of two times the Executive's annual base salary at the greater of (A1) the rate in effect at fair market value of the time Notice of Termination is given or (B) the rate in effect immediately preceding the Change in Control, payable in a lump sum; (iv) a lump sum cash amount equal aggregate securities subject to the product Unvested Options (as hereinafter defined) less the aggregate exercise price for the Unvested Options, and (2) 1.2; however, no amount shall be payable pursuant to this Section 6.(a)(i)D if the Company accelerates the exercisability of two times the target annual bonus at the greater of (A) the target annual bonus in effect at the time Notice of Termination is given or (B) the target annual bonus in effect immediately preceding the Change in Control; (v) the continuation all of the provision Unvested Options to a date no later than the Date of health insuranceTermination; as used herein, dental insurance Unvested Options means any options, or portions thereof, to purchase the Company's securities that have been granted to the Executive on or prior to the Date of Termination, and life insurance benefits for a period which options or portions thereof are not exercisable on the Date of two years Termination, but would become exercisable within eighteen (18) months following the Date of Termination if the Executive remained employed by the Company for such eighteen-month period, and assuming any performance-based acceleration of exercisability that could occur during such eighteen-month period did occur (the "Unvested Options"). (ii) for one year after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and and/or the Executive's family at least equal to and to the same extent as those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of the Company as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Period or on the Date of Termination, at the election of this Agreement if the Executive; 's employment had not been terminated, provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein will shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his sole discretion; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").

Obligations of the Company Upon Termination. (i) Upon the termination of this Agreement: (A) pursuant to the expiration of the Term upon notice of non-renewal of the Term given by the Executive's Employment Following a Change in Control ; (aB) Ifby the Executive pursuant to paragraph 5(b)(ii); or (C) by the Company pursuant to paragraph 5(c)(ii), during the Effective Period(iii), (iv), or (v), the Company terminates the Executive's employment shall have no further obligations hereunder other than for Cause or the Executive terminates employment with the Company for Good Reason, the Company will pay the following payment of all compensation and other benefits payable to the Executive as soon as practicable following through the Date date of Terminationsuch termination which shall be paid on or before the Company’s next regularly scheduled payday unless such amount is not then-calculable, but in no event later than thirty (30) days, or such period otherwise specifically provided, thereafter: (i) cash in which case payment shall be made on the first regularly scheduled payday after the amount of the Executive's annual base salary through the Date of Termination to the extent not theretofore paid, including amounts due for accrued but unused vacation time;is calculable. (ii) cash Upon termination of this Agreement: Except as provided for in Section 5(d)(iii) in the amount 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 annual bonus earned Clearside Biomedical, Inc. 2016 Stock Incentive Plan, as amended from time to time): (A) by the Executive through the Date of Termination based on the Company's performance through such date and prorationed by multiplying such bonus amount pursuant to paragraph 5(b)(i), or (B) by the fraction obtained Company pursuant to paragraph 5(c)(i) or upon notice of non-renewal of the Term given by dividing the number of days Company and, in any such case, provided that the Executive first executes and does not revoke a release and settlement agreement in the year through form acceptable to the Date of Termination Company within the time period then-specified by 365, payable the Company but in any event no later than sixty (60) days following after the Date date of Terminationtermination (the “Release”): (1) the Company shall pay the Executive an amount equal to 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, delivered to the Company and not revoked the Release; (iii2) cash 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 H#628229 Executive’s employment during the year of termination) of the portion of the Target Bonus the Executive would have earned under Section 4(b) for the 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 paragraph 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) provided that the Executive properly elects and maintains continued health insurance coverage under the Company sponsored plan and provided further that such benefits continue to be offered under the Company sponsored plan, the Company shall reimburse the Executive in an amount equal to the product cost of two times the premium for such continued health insurance coverage at the same average level and on the same terms and conditions which applied immediately prior to the date of the Executive's annual base salary at ’s termination for the greater shorter of (a) 12 months from the date of termination or (b) until the Executive obtains reasonably comparable coverage; and (4) each Equity Award held by Executive shall immediately vest and be exercisable to the extent such Equity Award would have vested had Executive remained employed by the Company for a period of 12 months from the date of termination of this Agreement. The Company and the Executive hereby agree that the Equity Awards shall be deemed amended to the extent necessary to give effect to this provision. (iii) Upon termination of this Agreement within twelve months following a Change in Control or Corporate Transaction: (A) by the rate in effect at the time Notice of Termination is given Executive pursuant to paragraph 5(b)(i), or (B) by the rate Company pursuant to paragraph 5(c)(i) or upon notice of non-renewal of the Term given by the Company in effect immediately preceding any such case, Executive shall be entitled to the Change in Controlfollowing severance benefits, subject to execution of the Release: (1) the Company shall pay the Executive an amount equal to eighteen (18) months of Executive’s then-current Base Salary (less all applicable deductions) payable in a lump sumsum 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 any revocation period has expired; (iv2) 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 cash payment on the first regularly scheduled pay date of the Company processed after Executive has executed and delivered to the Company the Release and any revocation period has expired; (3) provided that the Executive properly elects and maintains continued health insurance coverage under the Company sponsored plan, the Company shall reimburse the Executive in an amount equal to one hundred percent (100%) of the product cost of two times the target annual bonus H#628229 premium for such continued health insurance coverage at the greater same average level and on the same terms and conditions which applied immediately prior to the date of the Executive’s termination for the shorter of (Aa) eighteen (18) months from the target annual bonus in effect date of termination or (b) until the Executive obtains reasonably comparable coverage through an employer; and (4) each Equity Award held by Executive at the time Notice of Termination is given or (B) termination shall immediately vest and be exercisable until the target annual bonus final exercise date set forth in effect immediately preceding the Change in Control; (v) Equity Award. The Company and the continuation of Executive hereby agree that the provision of health insurance, dental insurance and life insurance benefits for a period of two years following the Date of Termination Equity Awards shall be deemed amended to the Executive and the Executive's family at least equal extent necessary to and give effect to the same extent as those which would have been provided to them in accordance with the plans, programs, practices and policies of the Company as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Period or on the Date of Termination, at the election of the Executive; provided, however, that if the Executive becomes re-employed 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 will be secondary to those provided under such other plan during such applicable period of eligibilitythis provision.

Obligations of the Company Upon Termination. The first sentence of Executive's Section 6(a)(i) of the Employment Following a Change Agreement is amended in Control (a) If, during the Effective Period, its entirety to provide as follows: “the Company terminates the Executive's employment other than for Cause or the Executive terminates employment with the Company for Good Reason, the Company will shall pay the following to the Executive in a lump sum in cash within 30 days after the Date of Termination an amount equal to the present value, determined in accordance with Section 280G(d)(4) of the Internal Revenue Code of 1986, as soon amended (the “Code”), of the aggregate of the following amounts under A, B and C below:” Section 6(a)(i)(A) of the Employment Agreement is amended in its entirety to provide as practicable following follows: (i) if a Change of Control does not occur during the fiscal year which includes the Date of Termination, but in no event later than thirty the Annual Bonus which would have been payable to the Executive for such entire fiscal year (30) days, or such period otherwise specifically provided, thereafter: (i) cash which for this purpose shall conclusively be determined to be equal to the highest bonus award received by the Executive in the amount prior three annual bonus plan periods under the Annual Bonus Plan) or (ii) if a Change of Control does occur during the Executive's annual base salary through fiscal year which includes the Date of Termination Termination, the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred, to the extent not theretofore paidpermitted under Code Section 409A, including amounts due (and annualized for accrued but unused vacation time; (ii) cash in the amount any fiscal year consisting of the annual bonus earned by less than twelve full months or during which the Executive through was employed for less than twelve full months) for the Date most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the “Highest Annual Bonus”) and (y) a fraction, the numerator of Termination based on the Company's performance through such date and prorationed by multiplying such bonus amount by the fraction obtained by dividing which is the number of days in the current fiscal year through the Date of Termination by Termination, and the denominator of which is 365, payable no later than sixty (60) days following the Date of Termination; (iii) cash in an amount equal to the product of two times the Executive's annual base salary at the greater of (A) the rate in effect at the time Notice of Termination is given or over (B) the rate in effect immediately preceding the Change in Control, payable in a lump sum; (iv) a lump sum cash amount equal any amounts previously paid to the product of two times Executive pursuant to the target annual bonus at the greater of (A) the target annual bonus in effect at the time Notice of Termination is given or (B) the target annual bonus in effect immediately preceding the Change in Control; (v) the continuation terms of the provision of health insurance, dental insurance and life insurance benefits for a period of two years following Annual Bonus Plans as bonuses with respect to the year that includes the Date of Termination to (the Executive and the Executive's family at least equal to and to the same extent as those which would have been provided to them in accordance with the plans, programs, practices and policies sum of the Company amounts described in clauses (1) and (2) shall be hereinafter referred to as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Period or on the Date of Termination, at the election of the Executive“Accrued Obligations”); provided, however, that if the Executive becomes re-employed 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 will be secondary to those provided under such other plan during such applicable period of eligibility.and”

Obligations of the Company Upon Termination. of Executive's Employment Following a Change in Control (a) By the Executive for Good Reason; By the Company Other Than for Cause, Death or Disability. If, during the Effective Employment Period, the Company terminates the Executive's ’s employment other than for Cause Cause, Death or Disability or the Executive terminates employment with the Company for Good Reason, : (1) the Company will or the Bank (as applicable) shall pay the following to the Executive as soon as practicable Executive, in a lump sum in cash on the 30th day following the Date of Termination, but in no event later than thirty (30) days, or such period otherwise specifically provided, thereafterthe aggregate of the following amounts: (A) the sum of (i) cash in the amount of the Executive's annual base salary ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, including amounts due for accrued but unused vacation time; (ii) cash in the amount Executive’s business expenses that are reimbursable pursuant to Section 3(b)(5) but have not been reimbursed by the Company or the Bank (as applicable) as of the annual bonus earned by Date of Termination; (iii) the Executive through Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination based on the Company's performance through such date and prorationed by multiplying occurs, if such bonus amount by the fraction obtained by dividing the number has been determined but not paid as of days in the year through the Date of Termination by 365, payable no later than sixty (60) days following the Date of Termination; ; (iv) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii), (iii) cash in and (iv), the “Accrued Obligations”) and (v) an amount equal to the product of two times (x) the Executive's annual base salary at the greater higher of (AI) the rate Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof that has been earned but deferred (and annualized for any fiscal year consisting of less than 12 full months or during which the Executive was employed for less than 12 full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount, the “Highest Annual Bonus”) and (y) a fraction, the numerator of which is the number of days in effect at the time Notice current fiscal year through the Date of Termination and the denominator of which is given 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 Base Salary or Annual Bonus described in clause (i) or 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 (i) or 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); (B) the rate in effect immediately preceding the Change in Control, payable in a lump sum; (iv) a lump sum cash amount equal to the product of (i) two times and (ii) the target annual bonus at the greater sum of (Ax) the target annual bonus Executive’s Annual Base Salary and (y) the Highest Annual Bonus; and (C) an amount equal to the sum of the Company or the Bank (as applicable) matching or other employer contributions under the Company’s or the Bank’s qualified defined contribution plans and any excess or supplemental defined contribution plans in effect at which the time Notice Executive participates that the Company or the Bank (as applicable) would have made on behalf of the Executive during the two years after the Date of Termination is given or if the Executive’s employment continued for two years after the Date of Termination (Band without regard to any vesting requirement), assuming for this purpose that (i) the target annual bonus Executive’s compensation during the two year period is that required by Sections 3(b)(1) and 3(b)(2) and (ii) to the extent that the employer contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately preceding prior to the Change in Control;Date of Termination; and (v2) the continuation of the provision of health insurance, dental insurance and life insurance benefits for a period of two years following the Date of Termination or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy (the applicable period hereinafter referred to as the “Benefit Continuation Period”), the Company or the Affiliated Companies shall provide health care and life insurance benefits to the Executive and and/or the Executive's ’s family at least equal to and to the same extent as those which would have been provided to them in accordance with the plans, programs, practices and policies providing health care and life insurance benefits and at the benefit level described in Section 3(b)(4) of this Agreement if the Company Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect and applicable generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies and their families families; provided, however, that, the health care benefits provided during the 90-day period immediately preceding Benefit Continuation Period shall be provided in such a manner that such benefits (and the Effective Period costs and premiums thereof) are excluded from the Executive’s income for federal income tax purposes and, if the Company reasonably determines that providing continued coverage under one or on more of its health care benefit plans contemplated herein could be taxable to the Date of TerminationExecutive, the Company shall provide such benefits at the election level required hereby through the purchase of the Executiveindividual insurance coverage; provided, further, however, that if the Executive becomes re-employed reemployed with another employer and is eligible to receive medical or other welfare health care and life insurance benefits under another employer provided plan, the medical health care and other welfare life insurance benefits described herein will shall be secondary to those provided under such other plan during such applicable period of eligibility. Following the end of the Benefit Continuation Period, the Company shall use its reasonable best efforts to ensure that, following the end of the Benefit Continuation Period, Executive shall be eligible for continued health coverage as required by Section 4980B of the Code or other applicable law (“COBRA Coverage”), as if the Executive’s employment with the Company had terminated as of the end of such period, and the Company shall take such actions as are necessary to cause such COBRA Coverage not to be offset by the provision of benefits under this Section 5(a)(2) and to cause the period of COBRA Coverage to commence at the end of the Benefit Continuation Period. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree welfare benefits pursuant to the Company’s or the Bank’s retiree welfare benefit plans, if any, the Company shall use its reasonable best efforts to ensure that, following the end of the Benefit Continuation Period, 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; (3) the Company or the Bank (as applicable) shall, at its sole expense as incurred, provide the Executive with 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 $50,000; and provided, further, that, such outplacement benefits shall end not later than the last day of the second calendar year that begins 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 or the Bank (as applicable) shall timely pay or provide to the Executive any Other Benefits (as defined in Section 6) in accordance with the terms of the underlying plans or agreements. Notwithstanding the foregoing provisions of Sections 5(a)(1) and 5(a)(2), in the 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 of Termination) (a “Specified Employee”), amounts that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code that would otherwise be payable and benefits that would otherwise be provided under Section 5(a)(1) and 5(a)(2) during the six-month period immediately following the Date of Termination (other than the Accrued 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”) determined as of the Date of Termination, or provided on the first business day after the date that is six months following the Date of Termination (the “Delayed Payment Date”).

Obligations of the Company Upon Termination. of Executive's Employment (a) Good Reason or Other Than for Cause, Death or Disability Prior to or More Than Two Years Following a Change in Control (a) . If, during the Effective PeriodEmployment Period and prior to, or more than two years following, a Change in Control, the Company terminates shall terminate the Executive's ’s employment other than for Cause Cause, death, or Disability, or if the Executive terminates shall terminate his employment with the Company for Good Reason, the Company will shall pay the following to the Executive as soon as practicable following on the 45th day after the Date of TerminationTermination (except as otherwise required by law or provided below) or provide, but in no event later than thirty (30) daysas applicable, or such period otherwise specifically provided, thereafterthe following: (i) A lump sum cash in the amount of payment consisting of: (A) the Executive's annual base salary ’s Annual Base Salary through the Date of Termination to the extent not theretofore yet paid; (B) any annual Incentive Payment earned by the Executive for a prior award period, not yet paid, including provided that (other than any portion of such annual Incentive Payment that was previously deferred, which portion shall instead be paid in accordance with the applicable deferral arrangement and any election thereunder) such payment shall be made no later than the 15th day of the third month following the close of the fiscal year with respect to which such Incentive Payment is earned (the sum of the amounts due for accrued but unused vacation timedescribed in clauses (A) and (B) above shall be hereinafter referred to as the “Accrued Obligations”); (ii) cash Subject to Section ‎6(g), a prorated Incentive Payment for the year in which the Date of Termination occurs (the “Pro Rata Incentive Payment”) in an amount to equal the product of (A) the amount of the annual bonus earned determined by the Executive Compensation Committee based on the Company’s actual performance for the fiscal year in which the Date of Termination occurs and otherwise on a basis no less favorable than annual incentive award determinations are made by the Compensation Committee for the Company’s executive officers, and (B) a fraction, the numerator of which is the number of days that have elapsed through the Date of Termination based on in the Company's performance through such date fiscal year of the Company in which the Date of Termination occurs, and prorationed by multiplying such bonus amount by the fraction obtained by dividing denominator of which is the number of days in such year, with such amount to be paid in a lump sum in cash on the date on which the Company otherwise makes cash incentive payments to executive officers for such fiscal year (other than any portion of such annual Incentive Payment that was deferred, which portion shall instead be paid in accordance with the applicable deferral arrangement and any election thereunder); (iii) Subject to Section ‎6(g), a lump sum cash payment (the “Severance Payment” and, together with the Pro Rata Incentive Payment, the “Severance Benefits”) equal to the sum of (A) the Executive’s Annual Base Salary as in effect immediately prior to the Date of Termination, and (B) the greater of (x) the Target Incentive Payment for the year in which the Date of Termination occurs and (y) the Incentive Payment paid or payable to the Executive in respect of the fiscal year immediately prior to the year in which the Date of Termination occurs; and (iv) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy, or practice or contract or agreement of the Company and the Affiliated Entities through the Date of Termination, and shall pay such unreimbursed expenses incurred through the Date of Termination by 365, payable no later than sixty as are subject to reimbursement pursuant to Section ‎4(d) (60) days following the Date of Termination; (iii) cash in an amount equal to the product of two times the Executive's annual base salary at the greater of (A) the rate in effect at the time Notice of Termination is given or (B) the rate in effect immediately preceding the Change in Control, payable in a lump sum; (iv) a lump sum cash amount equal to the product of two times the target annual bonus at the greater of (A) the target annual bonus in effect at the time Notice of Termination is given or (B) the target annual bonus in effect immediately preceding the Change in Control; (v) the continuation of the provision of health insurance, dental insurance and life insurance benefits for a period of two years following the Date of Termination to the Executive and the Executive's family at least equal to and to the same extent as those which would have been provided to them in accordance with the plans, programs, practices and policies of the Company as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Period or on the Date of Termination, at the election of the Executive; provided, however, that if the Executive becomes re-employed 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 will be secondary to those provided under such other plan during such applicable period of eligibilityamounts and benefits shall be hereinafter referred to as the “Other Benefits”).

Obligations of the Company Upon Termination. (i) Upon the termination of Executive's Employment Following a Change in Control this Agreement: (aA) If, during by the Effective Period, Executive pursuant to Section 5(a)(ii) above; or (B) by the Company terminates pursuant to Sections 5(b)(ii), 5(b)(iii) or 5(b)(iv) above the Executive's employment Company shall have no further obligations hereunder other than for Cause or the Executive terminates employment with the Company for Good Reason, the Company will pay the following payment of all compensation and other benefits payable to the Executive as soon as practicable following through the Date date of Terminationsuch termination, but all of which shall be paid on or before the Company’s next regularly scheduled payday unless such amount is not then-calculable, in no event later than thirty which case payment shall be made on the first regularly scheduled payday after the amount is calculable (30) days, or such period otherwise specifically provided, thereafter: (i) cash provided that in the amount case of a termination by the Company pursuant to Sections 5(b)(ii) or 5(b)(iii) above, then (1) Executive (or his estate, as applicable) shall be entitled to receive payment of any bonus earned in the year prior to the year of termination but that is unpaid as of the Executive's annual base salary through termination date, to be paid at the Date of Termination 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 and RSUs 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 extent not theretofore paid, including amounts due for accrued but unused vacation time;term of the option (the “Termination Options”). (ii) cash in the amount Upon termination of the annual bonus earned this Agreement: (A) by the Executive through the Date of Termination based on the Company's performance through such date and prorationed by multiplying such bonus amount pursuant to Section 5(a)(i) above; or (B) by the fraction obtained Company pursuant to Section 5(b)(i) above and provided that the Executive first executes and does not revoke a release agreement in a form provided to Executive by dividing the number of days Company (the “Release”) within the time period specified in the year through the Date of Termination by 365Release, payable but in any event no later than sixty (60) days following after the Date date of Termination; termination: (iii1) cash in the Company shall pay the Executive an amount equal to the product twelve (12) months of two times the Executive's annual base salary at the greater of ’s then-current Base Salary (Aless all applicable tax withholdings) the rate in effect at the time Notice of Termination is given or (B) the rate in effect immediately preceding the Change in Control, payable in a lump sum; (iv) a lump sum cash amount equal to installments during the product of two times the target annual bonus at the greater of (A) the target annual bonus in effect at the time Notice of Termination is given or (B) the target annual bonus in effect one year period immediately preceding the Change in Control; (v) the continuation of the provision of health insurance, dental insurance and life insurance benefits for a period of two years following the Date of Termination to the Executive and the Executive's family at least equal to and to the same extent as those which would have been provided to them termination date in accordance with the plans, programs, practices and policies 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 the Release and the revocation period for the Release has expired without revocation (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 begin at the same time as severance pay set forth in effect this Section 5(c)(ii); (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 applicable generally other stock-based awards granted to other peer executives and their families Executive that were scheduled to vest during the 90-day 24 month period immediately preceding 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 Effective Period or RSUs, shall be settled within 30 days after the termination date; and (5) Executive shall be entitled to receive his annual bonus for the year of termination as determined by the Board, pro-rated based on the Date number of Termination, days that Executive was employed by the Company during the year in which such termination of employment occurred (to be paid at the election of the Executive; provided, however, that same time such bonus would have been paid if the Executive becomes re-employed 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 will be secondary to those provided under no such other plan during such applicable period of eligibilitytermination had occurred).

Obligations of the Company Upon Termination. of Executive's Employment Following a Change in Control (a) OTHER THAN FOR CAUSE, DEATH OR DISABILITY, OR FOR GOOD REASON. If, during the Effective Employment Period, the Company terminates the ExecutiveExecu tive's employment for any reason other than for Cause Cause, death or Disability, or the Executive terminates employment with the Company for Good Reason, the Company will shall (i) pay the following to the Executive as soon as practicable following Executive, in a lump sum in cash, within five business days after the Date of Termination, but in no event later than thirty (30A) days, or such period otherwise specifically provided, thereafter: (i) cash in the amount of the Executive's annual base salary through the Date of Termination to the extent not theretofore paid, including amounts due for accrued but unused vacation time; (ii) cash in the amount of the annual bonus earned by the Executive through the Date of Termination based on the Company's performance through such date and prorationed by multiplying such bonus amount by the fraction obtained by dividing the number of days in the year through the Date of Termination by 365, payable no later than sixty (60) days following the Date of Termination; (iii) cash in an amount equal to the product of two times (1) the greater of three and the number of years, including fractional parts thereof, remaining until the date on which the Employment Period would have ended had the termination of the Executive's annual base salary at employment hereunder not been terminated (such number, the greater of "Severance Multiple"), and (A2) the rate sum of the Executive's then current Annual Base Salary (without giving effect to reductions thereto) and the average Annual Bonus earned in effect at respect of the time Notice three years preceding the Date of Termination is given or or, if greater, the Target Bonus for the year in which occurs the Date of Termination; and (B) the rate Accrued Obligations (as defined in effect immediately preceding paragraph (b) of this Section); and (ii) provide additional years of service credit under the Change SERP equal in Controlnumber to the Severance Multiple; and (iii) shall continue to provide life insurance benefits to the Executive, payable for a period of years equal in a lump sum;number to the Severance Multiple, at least equal to those provided to the Executive prior to the events giving rise to the Executive's termination of employment; and (iv) a lump sum cash amount equal take all actions necessary to cause all of the Executive's outstanding equity awards, to the product extent then forfeitable, to immediately and fully vest and, to the extent then not exercisable, to become immediately and fully exercisable, and any posttermination exercise period associated with such awards to commence on the anniversary of two times the target annual bonus at the greater of (A) the target annual bonus in effect at the time Notice of Termination is given or (B) the target annual bonus in effect immediately preceding the Change in Control; (v) the continuation of the provision of health insurance, dental insurance and life insurance benefits for a period of two years following the Date of Termination equal in number to the Executive Severance Multiple; and the Executive's family at least equal to and to the same extent Company shall have no further obligations under this Agreement, except as those which would have been provided to them specified in accordance with the plans, programs, practices and policies of the Company as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Period or on the Date of Termination, at the election of the Executive; provided, however, that if the Executive becomes re-employed 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 will be secondary to those provided under such other plan during such applicable period of eligibilitySection 6 below.

Obligations of the Company Upon Termination. of 5.1 By the Executive for Good Reason or by the Employer Other Than for Cause or Disability. If Executive's Employment Following a Change in Control (a) If, Termination Date occurs during the Effective Period, the Company terminates the Post-Change Period on account of Employer's termination of Executive's employment other than for Cause or Disability, or the Executive terminates Executive's termination of employment with the Company for Good Reason, the Company will shall immediately pay or cause to be paid to the Executive, in addition to all vested rights arising from the Executive's employment as specified in Article III a cash amount equal to the sum of the following to the Executive as soon as practicable following the Date of Termination, but in no event later than thirty (30) days, or such period otherwise specifically provided, thereafteramounts: (ia) cash in the amount of the Executive's annual base salary through the Date of Termination to the extent not theretofore previously paid, including amounts due for the Guaranteed Base Salary and any accrued but unused vacation timepay through the Termination Date; (iib) cash in all amounts previously deferred by or an accrual to the amount benefit of the annual bonus earned by Executive under any nonqualified deferred compensation or pension plan, together with any accrued earnings thereon, to the Executive through the Date of Termination based on the Company's performance through such date and prorationed by multiplying such bonus amount by the fraction obtained by dividing the number of days in the year through the Date of Termination by 365, payable no later than sixty (60) days following the Date of Terminationextent not yet paid; (iiic) to the extent not previously paid or provided, (1) the stock option vesting or cash in payment required by Section 3.3, (2) the Change of Control transaction bonus required by Section 3.4, and (3) the Change of Control performance bonus required by Section 3.5; (d) an amount equal to the product of two times the Executive's annual base salary at the greater of (A) the rate in effect at greater of one-half (.5) or a fraction, the time Notice numerator of which is the number of whole and fractional months remaining between the Termination Date and the last day of the Post-Change Period and the denominator of which is given or 12, multiplied by (B) the rate in effect immediately preceding greater of the Change in Control, Guaranteed Base Salary or 12 times the highest monthly base salary paid or payable in a lump sumat any time between the Effective Date and the Termination Date; (ive) a lump sum cash an amount equal to the product sum of two times the target annual bonus at value of the greater unvested portion of (A) the target annual bonus in effect at Executive's accounts or accrued benefits under any qualified plan maintained by the time Notice Company or a Subsidiary as of the Termination is given or (B) the target annual bonus in effect immediately preceding the Change in ControlDate; (vf) all fees and costs charged by the continuation outplacement firm selected by the Executive to provide outplacement services. Until the six-month anniversary of any Termination Date occurring during the provision of health insurancePost-Change Period or such later date as any applicable Plan or Policy may specify, dental insurance and life insurance benefits for a period of two years following the Date of Termination Company shall continue to provide to the Executive and the Executive's family and other eligible dependents welfare benefits (including, without limitation, medical, prescription, dental, disability, salary continuance, individual life, group life, accidental death and travel accident insurance plans and programs), fringe benefits and other executive perquisites which are at least equal to as favorable as the most favorable Plans and Policies applicable to the same extent as those which would have been provided to them in accordance with the plans, programs, practices Executive and policies of the Company as in effect and applicable generally to other peer executives and their families and other eligible dependents as of the Termination Date, but which are in no event less favorable than the most favorable Plans and Policies applicable to the Executive and other peer executives and their families and other eligible dependents during the 90-day period immediately preceding before the Effective Period or on Date. The cost to Executive of such welfare benefits shall not exceed the cost of such benefits to the Executive immediately before the Effective Date of Terminationor, at if less, the election of Termination Date. Notwithstanding the Executive; providedforegoing, however, that if the Executive becomes reis covered under any medical, life, or disability insurance plan(s) provided by a subsequent employer, then the amount of coverage required to be provided by the Employer hereunder shall be reduced by the amount of coverage provided by the subsequent employer's medical, life, or disability insurance plan(s). The Executive's rights under this Section shall be in addition to, and not in lieu of, any post-employed with another employer and is eligible termination continuation coverage or conversion rights the Executive may have pursuant to receive medical applicable law, including without limitation continuation coverage required by Section 4980 of the Code or other welfare benefits under another employer provided planPart 6 of Title I of the Employee Retirement Income Security Act of 1974, the medical and other welfare benefits described herein will be secondary to those provided under such other plan during such applicable period of eligibilityas amended.

Obligations of the Company Upon Termination. The Executive shall receive accrued but unpaid vacation pay through the Date of Executive's Employment Following a Change Termination. The Company agrees to compensate the Executive under certain terminating events as is described in Controlparagraph 5(a), (b), (c) and (d) as consideration for the representations, restrictions and obligations contained in paragraph 6. Nothing in this Agreement shall affect or diminish any party’s rights and/ or obligations under the Company’s Long Term Incentive Plan (“LTIP”) and/or Performance Share Award Agreements (“PSU”) or Restricted Stock Unit Award agreements pertaining to the LTIP program (hereinafter collectively referred to as “Equity Awards”). (a) IfBy the Company without cause or by the Executive with Good Reason (1) If on or before December 31, during the Effective Period2023, the Company terminates the Executive's employment employment, other than for Cause Cause, or if the Executive terminates his employment with the Company for Good Reason, the Company will pay shall, subject to and conditioned upon the following Executives agreement to strictly comply with all the Executive as soon as practicable following the Date terms set forth in paragraph 6 of Termination, but in no event later than thirty (30) days, or such period otherwise specifically provided, thereafterthis Agreement: (i) cash in the amount of continue to pay the Executive's annual base salary through Annual Base Salary and Target Annual Bonus as in effect immediately before the Date of Termination to the extent not theretofore paidover a period of 24 months [e.g., including amounts due for accrued but unused vacation time;$800,000 (base salary) plus $800,000 (target annual bonus) = $1,600,000/ 12= $133,333.33 per month and multiplied by 24 = $3,200,000 ( total payment over 24 months)], (ii) cash in pay any earned and unpaid Annual Bonus for the amount calendar year ending prior to the Date of the annual bonus earned by the Executive through Termination; and, (iii) continue to provide for a period eighteen (18) months from the Date of Termination based on the Company's performance through such date and prorationed by multiplying such bonus amount by the fraction obtained by dividing the number of days in the year through the Date of Termination by 365, payable no later than sixty (60) days following the Date of Termination; (iii) cash in an amount equal to the product of two times the Executive's annual base salary at the greater of (A) the rate in effect at the time Notice of Termination is given or (B) the rate in effect immediately preceding the Change in Control, payable in a lump sum; (iv) a lump sum cash amount equal to the product of two times the target annual bonus at the greater of (A) the target annual bonus in effect at the time Notice of Termination is given or (B) the target annual bonus in effect immediately preceding the Change in Control; (v) the continuation of the provision of health insurance, dental insurance and life insurance welfare benefits for a period of two years following the Date of Termination to the Executive and and/or the Executive's ’s family at least equal to and to the same extent as favorable as those which that would have been provided to them in accordance with under clause (d) (iii) of Section 3 of this Agreement until the plans, programs, practices and policies end of the Company as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Period or on eighteen (18) months from the Date of Termination, at the election of the Executive; provided, however, that if during any periods when the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare such benefits under another employer employer-provided plan, the medical and other welfare benefits described herein will provided by the Company under this Section 5(a) may be made secondary to those provided under such other plan during such applicable period plan, and (iv) pay when vested amounts due under outstanding Equity Awards. (2) If, after December 31, 2023, the Company terminates the Executive’s employment other than for Cause or if Executive terminates his employment with Good Reason, the Company shall pay the Executive (i) the Annual Base Salary through the Date of eligibilityTermination, (ii) the Annual Bonus for any calendar year ended prior to the Date of Termination, and (iii) any other vested benefits to which the Executive is entitled, in each case to the extent not yet paid, including but not limited to accrued but unpaid vacation pay and the Company shall have no further obligations to the Executive under this Agreement except to the extent the Executive has outstanding Equity Awards that will vest on the Date of Termination or at a later date.

Obligations of the Company Upon Termination. (i) Upon the termination of this Agreement: (A) pursuant to the expiration of the Term upon notice of non-renewal of the Term given by the Executive's Employment Following a Change in Control ; (aB) Ifby the Executive pursuant to paragraph 5(b)(ii); or (C) by the Company pursuant to paragraph 5(c)(ii), during the Effective Period(iii), (iv), or (v), the Company terminates the Executive's employment shall have no further obligations hereunder other than for Cause or the Executive terminates employment with the Company for Good Reason, the Company will pay the following payment of all compensation and other benefits payable to the Executive as soon as practicable following through the Date date of Terminationsuch termination which shall be paid on or before the Company’s next regularly scheduled payday unless such amount is not then-calculable, but in no event later than thirty (30) days, or such period otherwise specifically provided, thereafter: (i) cash in which case payment shall be made on the first regularly scheduled payday after the amount of the Executive's annual base salary through the Date of Termination to the extent not theretofore paid, including amounts due for accrued but unused vacation time;is calculable. (ii) cash Upon termination of this Agreement: Except as provided for in Section 5(d)(iii) in the amount 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 annual bonus earned Clearside Biomedical, Inc. 2016 Stock Incentive Plan, as amended from time to time): (A) by the Executive through pursuant to paragraph 5(b)(i), or (B) by the Date Company pursuant to paragraph 5(c)(i) or upon notice of Termination 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 release and settlement agreement in the form acceptable to the Company within the time period then-specified by the Company but in any event no later than 60 days after the date of termination (the “Release”): (1) the Company shall pay the Executive an amount equal to 12 months (the “Severance Period”) 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, delivered to the Company and not revoked the Release; (2) provided that the Executive has been employed for at least six months during the calendar year of the termination of this Agreement, the Company shall pay the Executive an amount equal to the prorated percentage (based on the Company's performance through such date and prorationed by multiplying such bonus amount by the fraction obtained by dividing the number of days in of the Executive’s employment during the year through of termination) of the Date portion of Termination by 365the Target Bonus the Executive would have earned under Section 4(b) for the applicable calendar year (less all applicable deductions), payable no later than sixty (60) days in a lump sum on the first payroll cycle following January 1 of the year following the Date year in which this Agreement is terminated. For illustration, if the Executive’s employment is terminated as of TerminationSeptember 30 of a year and the Board determines that the Executive would be eligible for 70% of the Target Bonus based on the Board’s assessment of individual and corporate performance during the year of termination, then the amount payable under this paragraph 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; (iii3) cash provided that the Executive properly elects and maintains continued health insurance coverage under the Company sponsored plan and provided further that such benefits continue to be offered under the Company sponsored plan, the Company shall reimburse the Executive in an amount equal to the product cost of two times the premium for such continued health insurance coverage at the same average level and on the same terms and conditions which applied immediately prior to the date of the Executive's annual base salary at ’s termination for the greater shorter of (a) the Severance Period, or (b) until the Executive obtains reasonably comparable coverage; and (4) each Equity Award held by Executive shall immediately vest and be exercisable to the extent such Equity Award would have vested had Executive remained employed by the Company during the Severance Period (or, if greater, to the extent such Equity Award would have vested during the 12 months following Executive’s date of termination had Executive remained employed during such period). The Company and the Executive hereby agree that the Equity Awards shall be deemed amended to the extent necessary to give effect to this provision. Upon termination of this Agreement within three months prior to or 12 months following a Change in Control or Corporate Transaction: (A) by the rate in effect at the time Notice of Termination is given Executive pursuant to paragraph 5(b)(i), or (B) by the rate in effect immediately preceding Company pursuant to paragraph 5(c)(i) or upon notice of non-renewal of the Change in ControlTerm given by the Company during such period, Executive shall be entitled to the following severance benefits, subject to execution of the Release: (1) the Company shall pay the Executive an amount equal to 18 months (the “CIC Severance Period”) of Executive’s then-current Base Salary (less all applicable deductions) payable in a lump sumsum 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 any revocation period has expired; (iv2) the Company shall pay the Executive an amount equal to one times the Executive’s Target Bonus amount (less all applicable deductions) payable in a lump sum cash payment on the first regularly scheduled pay date of the Company processed after Executive has executed and delivered to the Company the Release and any revocation period has expired; (3) provided that the Executive properly elects and maintains continued health insurance coverage under the Company sponsored plan, the Company shall reimburse the Executive in an amount equal to 100% of the product cost of two times the target annual bonus premium for such continued health insurance coverage at the greater same average level and on the same terms and conditions which applied immediately prior to the date of the Executive’s termination for the shorter of (Aa) the target annual bonus in effect CIC Severance Period or (b) until the Executive obtains reasonably comparable coverage through an employer; (4) each Equity Award held by Executive at the time Notice of Termination is given or (B) termination shall immediately vest and be exercisable until the target annual bonus final exercise date set forth in effect immediately preceding the Change in Control; (v) Equity Award. The Company and the continuation of Executive hereby agree that the provision of health insurance, dental insurance and life insurance benefits for a period of two years following the Date of Termination Equity Awards shall be deemed amended to the Executive and the Executive's family at least equal extent necessary to and give effect to the same extent as those which would have been provided to them in accordance with the plans, programs, practices and policies of the Company as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Period or on the Date of Termination, at the election of the Executivethis provision; provided, however, that if the Executive becomes re-employed 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 will be secondary to those provided under such other plan during such applicable period of eligibility.and

Obligations of the Company Upon Termination. (i) Upon the termination of Executive's Employment Following a Change in Control this Agreement: (aA) If, during by the Effective Period, Executive pursuant to paragraph 5(a)(ii); or (B) by the Company terminates pursuant to paragraph 5(b)(ii), (iii), or (iv) the Executive's employment Company shall have no further obligations hereunder other than for Cause or the Executive terminates employment with the Company for Good Reason, the Company will pay the following payment of all compensation and other benefits payable to the Executive as soon as practicable following through the Date date of Terminationsuch termination which shall be paid on or before the Company’s next regularly scheduled payday unless such amount is not then-calculable, but in no event later than thirty (30) days, or such period otherwise specifically provided, thereafter: (i) cash in which case payment shall be made on the first regularly scheduled payday after the amount of the Executive's annual base salary through the Date of Termination to the extent not theretofore paid, including amounts due for accrued but unused vacation time;is calculable. (ii) cash in the amount Upon termination of the annual bonus earned this Agreement: (A) by the Executive through the Date of Termination based on the Company's performance through such date and prorationed by multiplying such bonus amount pursuant to paragraph 5(a)(i); or (B) by the fraction obtained by dividing Company pursuant to paragraph 5(b)(i) and provided that the number of days Executive first executes and does not revoke a release agreement in the year through form acceptable to the Date of Termination Company within the time period then-specified by 365, payable the Company but in any event no later than sixty (60) days following after the date of termination (the “Release”): (i) if the termination date of Executive’s employment occurs on or after the twelve (12) month anniversary of the Effective Date of Termination; (iii) cash in this Agreement, the Company shall pay the Executive an amount equal to six (6) months of Executive’s then-current Base Salary (less all applicable deductions), or, (ii) if such termination of Executive’s employment occurs prior to the product twelve (12) month anniversary of two times the Executive's annual base salary at Effective Date of this Agreement, the greater of (A) Company shall pay the rate in effect at the time Notice of Termination is given or (B) the rate in effect immediately preceding the Change in Control, payable in a lump sum; (iv) a lump sum cash Executive an amount equal to x/12 times 50% of Executive’s then current Base Salary, where “x” represents the product number of two times the target annual bonus at the greater of (A) the target annual bonus in effect at the time Notice of Termination is given or (B) the target annual bonus in effect immediately preceding the Change in Control; (v) the continuation of the provision of health insurance, dental insurance and life insurance benefits for a period of two years months Executive has been employed following the Date of Termination to Effective Date; provided that in either case, such amount is payable in installments over the Executive and six (6) month period immediately following the Executive's family at least equal to and to the same extent as those which would have been provided to them termination date in accordance with the plans, programs, practices and policies then-current generally applicable payroll schedule of the Company as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Period or commencing on the Date first regularly scheduled pay date of Terminationthe 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); and B. conditioned on Executive’s proper and timely election to continue the Company’s health insurance benefits under COBRA, or under applicable state law, the Company shall provide Executive with reimbursement of the additional costs incurred by Executive for continuing such benefits at the election same level in which Executive participated prior to the date Executive’s employment terminated, including any additional taxes, for the shorter of (i) three (3) months from the Executive; provided, however, that if date of termination or (ii) until the Executive becomes re-employed obtains reasonably comparable coverage under a new employment arrangement, with another employer and is eligible such reimbursements to receive medical or other welfare benefits under another employer provided plan, begin at the medical and other welfare benefits described herein will be secondary to those provided under such other plan during such applicable period of eligibilitysame time as severance pay set forth in Section 5(c)(ii)(A).

Obligations of the Company Upon Termination. of Executive's Employment Following a Change in Control (a) Termination for Good Reason or Other Than for Cause, Death or Disability Prior to a Change of Control or after Twelve Months after a Change of Control. If, during the Effective PeriodTerm and prior to a Change of Control or after twelve (12) months after a Change of Control, the Company terminates shall terminate the Executive's employment other than for Cause Cause, Death or Disability or the Executive terminates shall terminate employment with the Company for Good Reason, : (i) the Company will shall pay the following to the Executive as soon as practicable in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination, but in no event later than thirty (302) days, the product of (x) the Annual Bonus paid or such period otherwise specifically provided, thereafter: (i) cash in the amount of the Executive's annual base salary through the Date of Termination payable to the extent not theretofore paidExecutive for the immediately preceding year and (y) a fraction, including amounts due for accrued but unused vacation time; (ii) cash in the amount numerator of the annual bonus earned by the Executive through the Date of Termination based on the Company's performance through such date and prorationed by multiplying such bonus amount by the fraction obtained by dividing which is the number of days in the current fiscal year through the Date of Termination by Termination, and the denominator of which is 365, payable no later than sixty (603) days following any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) 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 "Accrued Obligations"); and B. the amount equal to the sum of (1) the Executive's Annual Base Salary, calculated from the Date of Termination;Termination through the remainder of the Term, and (2) the Annual Bonus paid or payable to the Executive for the immediately preceding fiscal year annualized and calculated from the Date of Termination through the remainder of the Term; provided, however, 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, 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 awarded to the Executive under any plan not previously exercisable and vested shall become fully exercisable and vested; and (iii) cash in an amount equal to for the product remainder of two times the Term, provided that the Executive's annual base salary at continued participation is possible under the greater general terms and provisions of (A) such plans and programs, the rate in effect at the time Notice of Termination is given or (B) the rate in effect immediately preceding the Change in Control, payable in a lump sum; (iv) a lump sum cash amount equal to the product of two times the target annual bonus at the greater of (A) the target annual bonus in effect at the time Notice of Termination is given or (B) the target annual bonus in effect immediately preceding the Change in Control; (v) the continuation of the provision of health insurance, dental insurance and life insurance Company shall continue benefits for a period of two years following the Date of Termination to the Executive and and/or the Executive's family at least equal to and to the same extent as 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 had not been terminated in accordance with the most favorable plans, practices, programs or policies of the Company and its affiliated companies as in effect and applicable generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families during the 90-day period immediately preceding the Effective Period or on the Date of Termination, at the election of the Executivefamilies; provided, however, that if the Executive becomes re-employed reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer employer- provided plan, the medical and other welfare benefits described herein will 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, 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 (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 the Executive in one sum in cash at the Executive's normal retirement age (or earlier retirement age should the Executive so elect) as defined in the retirement plans or programs in which the Executive participates or any successor plans or programs in effect on the Date of Termination, an amount equal to the actuarial equivalent of the retirement pension to which the Executive would have been entitled under the terms of such retirement plans or programs without regard to "vesting" thereunder, had the Executive accumulated additional years of continuous service through the remainder of the Term at his Annual Base Salary in 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 life insurance policies for which the Company or Parent was previously reimbursing premium payments made by the Executive pursuant to an agreement between the Executive and the Company or Parent; and (viii) for a period of six (6) months after the Date 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. of Executive's Employment Following a Change in Control (a) If, during the Effective Period, the Company terminates Under Section 4 If the Executive's employment shall have been terminated under Section 4(a), other than for Cause or the Executive terminates employment with the Company for Good Reason, the Company will pay the following to the Executive as soon as practicable following the Date of Termination, but in no event later than thirty (30) daysCause, or such period otherwise specifically provided, thereafter:4(b): (i) The Company shall make a lump sum cash payment to the Executive within 30 days after the Date of Termination in an amount equal to the amount of sum of: (l) the Executive's annual base salary pro rata Annual Base Salary payable through the Date of Termination to the extent not theretofore paid, including amounts due for accrued but unused vacation time; ; (ii2) cash in the targeted amount of the Executive's annual bonus earned by and long-term incentive awards that would have been payable with respect to the Executive through fiscal year in which the Date of Termination based on occurs in each case absent the Companytermination of the Executive's performance through employment prorated for the portion of such date and prorationed by multiplying such bonus amount by the fraction obtained by dividing the number of days in the fiscal year through the Date of Termination taking into account the number of complete months during such fiscal year through the Date of Termination, and; (3) the Executive's actual earned annual or incentive awards for any completed fiscal year or period not theretofore paid or deferred; (ii) The Company shall pay to the Executive in equal installments, made at least monthly, over the twenty-four months following the Date of Termination an aggregate amount equal to: (1) two times the Executive's Annual Base Salary in effect on the Date of Termination; and (2) two times the targeted amount of the annual incentive bonus that would have been paid to the Executive with respect to the Company's fiscal year in which such Date of Termination occurred; (iii) The Company shall continue to provide, in the manner and timing provided for in the Plans (other than stock options and except as set forth in this Section 4(d) and in Section 7(b)), the benefits provided under the Plans that the Executive would receive on an after-tax basis if the Executive's employment had continued for two years after the Date of Termination assuming for this purpose that the Executive's compensation for each such year would have been one-half of the amount paid pursuant to clause (ii) above, and the Executive shall be fully vested in any account balance and all other benefits continuation under such Plans; provided, however that the benefits provided under this clause (iii) shall be limited to the coverage permitted by 365law or as would otherwise not potentially adversely impact on the tax qualification of any Plans; provided, payable no later than sixty further, that if such benefits may not be continued under the Plans, the Company shall pay to the Executive an amount equal to the Company's cost had such benefits been continued; (601) days following All unvested options held by the Executive shall continue to vest in accordance with their terms for two years after the Date of Termination, and all remaining unvested options held by the Executive shall vest on the two year anniversary date of the Date of Termination; (iii2) cash in an amount equal to all unvested profit shares held by the product of two times Executive or for the Executive's annual base salary at the greater of (A) the rate in effect at the time Notice of Termination is given or (B) the rate in effect immediately preceding the Change in Control, payable in a lump sum; (iv) a lump sum cash amount equal to the product of two times the target annual bonus at the greater of (A) the target annual bonus in effect at the time Notice of Termination is given or (B) the target annual bonus in effect immediately preceding the Change in Control; (v) the continuation benefit of the provision of health insurance, dental insurance and life insurance benefits for Executive by a period of two years following the Date of Termination to the Executive and the Executive's family at least equal to and to the same extent as those which would have been provided to them in accordance with the plans, programs, practices and policies of the Company as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Period or on the Date of Termination, at the election of the Executive; provided, however, that if the Executive becomes re-employed 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 will be secondary to those provided under such other plan during such applicable period of eligibility.grantor trust

Obligations of the Company Upon Termination. of Executive's Employment Following a Change in Control (a) If, during the Effective Period, the Company terminates the Executive's employment other than for Cause or the Executive terminates employment with 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) the Company for any reason other than Cause, Death or Disability; or (2) the Employee for Good Reason: (i) the Company shall pay the Employee the following (collectively, the Company will pay the following to the Executive as soon as practicable following "Accrued Obligations"): (A) within five (5) business days after the Date of Termination, any earned but in no event later than thirty unpaid Annual Base Salary; and (30B) dayswithin a reasonable time following submission of all applicable documentation, or such period otherwise specifically provided, thereafter: (i) cash in the amount of the Executive's annual base salary through the Date of Termination any expense reimbursement payments owed to the extent not theretofore paid, including amounts due Employee for accrued but unused vacation time; (ii) cash in the amount of the annual bonus earned by the Executive through the Date of Termination based on the Company's performance through such date and prorationed by multiplying such bonus amount by the fraction obtained by dividing the number of days in the year through the Date of Termination by 365, payable no later than sixty (60) days following expenses incurred prior to the Date of Termination; (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, if provided, 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 employed on the payment date) multiplied by the percentage of the calendar year completed before the Date of Termination (the “Post-Termination Pro-Rata Bonus Payment”); (iii) cash in an amount 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 the product of two times the Executive's annual base salary at the greater of to: (A) 300% of the rate Employee's Annual Base Salary in effect at immediately prior to the time Notice Date of Termination is given or (disregarding any reduction in Annual Base Salary to which the Employee did not expressly consent in writing); (B) 300% of the rate highest annual bonus paid to the Employee by the Company within the three (3) years preceding his termination of employment or, if higher, the target annual bonus opportunity in effect immediately preceding the Change year in Control, payable in a lump sum;which the Date of Termination occurs and (C) accelerated payments under Employee’s Investment Success Incentive Awards for Ceridian HCM Holding Inc. (the “Post-Termination Cash Payment”); and (iv) a lump sum cash amount equal to all stock option, restricted stock, profits interest, other equity-based incentive awards granted by the product Company that were outstanding but not vested as of two times the target annual bonus at the greater of (A) the target annual bonus in effect at the time Notice Date of Termination is given shall become immediately vested and/or payable, as the case may be, 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 be paid or (B) settled on the target annual bonus in effect immediately preceding the Change in Control; (v) the continuation of the provision of health insurance, dental insurance and life insurance benefits for a period of two years earliest date coinciding with or following the Date of Termination to that does not result in a violation of or penalties under Section 409A (the Executive and the Executive's family at least equal to and to the same extent as those which would have been provided to them in accordance with the plans, programs, practices and policies of the Company as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Period or on the Date of Termination, at the election of the Executive; provided, however, that if the Executive becomes re-employed 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 will be secondary to those provided under such other plan during such applicable period of eligibility“Existing Equity Acceleration”).

Obligations of the Company Upon Termination. (i) Upon the termination of Executive's Employment Following a Change in Control this Agreement: (aA) If, during by the Effective Period, Executive pursuant to paragraph 5(a)(ii); or (B) by the Company terminates pursuant to paragraph 5(b)(ii), (iii), or (iv) the Executive's employment Company shall have no further obligations hereunder other than for Cause or the Executive terminates employment with the Company for Good Reason, the Company will pay the following payment of all compensation and other benefits payable to the Executive as soon as practicable following through the Date date of Terminationsuch termination, including any earned but unpaid bonus under Section 4(b), all of which shall be paid on or before the Company’s next regularly scheduled payday unless such amount is not then-calculable, in no event later than thirty which case payment shall be made on the first regularly scheduled payday after the amount is calculable (30) days, or such period otherwise specifically provided, thereafter: (i) cash provided that in the amount case of a termination by the Company pursuant to paragraph 5(b)(ii) or (iii), Executive (or his estate, as applicable) shall be entitled to receive payment of any bonus earned in the year prior to the year of termination but that is unpaid as of the Executive's annual base salary through termination date, to be paid at the Date of Termination to same time such bonus would have been paid if no such termination had occurred (the extent not theretofore paid, including amounts due for accrued but unused vacation time;“Earned But Unpaid Bonus”)). (ii) cash in the amount Upon termination of the annual bonus earned this Agreement: (A) by the Executive through the Date of Termination based on the Company's performance through such date and prorationed by multiplying such bonus amount pursuant to paragraph 5(a)(i); or (B) by the fraction obtained by dividing Company pursuant to paragraph 5(b)(i) and provided that the number of days Executive first executes and does not revoke a release agreement in the year through form attached hereto as Exhibit A within the Date of Termination time period then-specified by 365, payable the Company but in any event no later than sixty (60) days following after the Date date of Termination; termination (iiithe “Release”): (1) cash in the Company shall pay the Executive an amount equal to the product twelve (12) months of two times the Executive's annual base salary at the greater of ’s then-current Base Salary (Aless all applicable tax withholdings) the rate in effect at the time Notice of Termination is given or (B) the rate in effect immediately preceding the Change in Control, payable in a lump sum; (iv) a lump sum cash amount equal to installments during the product of two times the target annual bonus at the greater of (A) the target annual bonus in effect at the time Notice of Termination is given or (B) the target annual bonus in effect one year period immediately preceding the Change in Control; (v) the continuation of the provision of health insurance, dental insurance and life insurance benefits for a period of two years following the Date of Termination to the Executive and the Executive's family at least equal to and to the same extent as those which would have been provided to them termination date in accordance with the plans, programs, practices and policies 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 begin at the same time as severance pay set forth in effect 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 applicable generally other stock-based awards granted to other peer executives and their families Executive that were scheduled to vest during the 90-day 12 month period immediately preceding 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 Effective Period or RSUs described in Section 4(d) herein, shall be settled within 30 days after the termination date; and (5) Executive shall be entitled to receive his annual bonus for the year of termination as determined by the Board, pro-rated based on the Date number of Termination, days that Executive was employed by the Company during the year in which such termination of employment occurred (to be paid at the election of the Executive; provided, however, that same time such bonus would have been paid if the Executive becomes re-employed 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 will be secondary to those provided under no such other plan during such applicable period of eligibilitytermination had occurred).

Obligations of the Company Upon Termination. of Executive's Employment Following a Change in Control (a) If, during Termination by the Effective Period, Executive for Good Reason or by the Company terminates Other than for Cause. If the Executive's employment is terminated by the Executive for Good Reason or by the Company other than for Cause or the Executive terminates employment with Cause: (i) the Company for Good Reason, the Company will shall pay the following to the Executive as soon as practicable Executive, within 10 days following the Date of Termination, but a lump sum amount in no event later than thirty (30) days, or such period otherwise specifically provided, thereaftercash equal to the sum of: (iA) cash in the amount of the Executive's annual base salary Annual Base Salary through the Date of Termination to the extent not theretofore previously paid; (B) an amount equal to the target Bonus for the fiscal year prior to the Date of Termination, to the extent such Bonus has been earned but not paid, and for the fiscal year that includes the Date of Termination. the target Bonus multiplied by a fraction, the numerator of which shall be the number of days from the beginning of such fiscal year to and including the Date of Termination and the denominator of which shall be three hundred and sixty-five (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 the extent not previously paid. The amounts due for accrued but unused vacation timespecified in clauses (A), (B) and (C) hereof shall be hereinafter referred to as the "Accrued Obligations"; (ii) cash in the amount of Company shall pay to the annual bonus earned by the Executive through the Date of Termination based on the Company's performance through such date and prorationed by multiplying such bonus amount by the fraction obtained by dividing the number of days in the year through the Date of Termination by 365Executive, payable no later than sixty (60) within 10 days following the Date of Termination; (iii) cash , a lump sum amount, in an amount cash, equal to the product of two three times the Executive's annual base salary at sum of the greater of Final Average Salary and the Final Average Bonus, where (A) the rate "Final Average Salary" means the average of the Executive's Annual Base Salary as in effect at for each of the time Notice three years preceding the Date of Termination is given or and commencing no earlier than February 3, 1999 (or, if shorter, the number of years from February 3, 1999 to the Date of Termination) and (B) the rate in effect immediately preceding "Final Average Bonus" means the Change in Control, payable in a lump sum; (iv) a lump sum cash amount equal average of the Bonuses awarded to the product of two times Executive pursuant to the target annual bonus at Annual Incentive Program with respect to the greater of (A) the target annual bonus in effect at the time Notice of Termination is given or (B) the target annual bonus in effect immediately three years preceding the Change in Control; (v) the continuation of the provision of health insurance, dental insurance and life insurance benefits for a period of two years following the Date of Termination and commencing no earlier than February 3, 1999 (or, if shorter, the number of years from February 3, 1999 to the Executive and the Executive's family at least equal to and to the same extent as those which would have been provided to them in accordance with the plans, programs, practices and policies of the Company as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Period or on the Date of Termination, at the election of the Executive; provided, however, that if the Executive becomes re-employed 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 will be secondary to those provided under such other plan during such applicable period of eligibility.);

Obligations of the Company Upon Termination. (i) Upon the termination of Executive's Employment Following a Change in Control this Agreement: (aA) If, during by the Effective Period, Executive pursuant to Section 5(a)(ii) above; or (B) by the Company terminates pursuant to Sections 5(b)(ii), 5(b)(iii) or 5(b)(iv) above the Executive's employment Company shall have no further obligations hereunder other than for Cause or the Executive terminates employment with the Company for Good Reason, the Company will pay the following payment of all compensation and other benefits payable to the Executive as soon as practicable following through the Date date of Terminationsuch termination, but all of which shall be paid on or before the Company’s next regularly scheduled payday unless such amount is not then-calculable, in no event later than thirty which case payment shall be made on the first regularly scheduled payday after the amount is calculable (30) days, or such period otherwise specifically provided, thereafter: (i) cash provided that in the amount case of a termination by the Company pursuant to Sections 5(b)(ii) or 5(b)(iii) above, then (1) Executive (or his estate, as applicable) shall be entitled to receive payment of any bonus earned in the year prior to the year of termination but that is unpaid as of the Executive's annual base salary through termination date, to be paid at the Date of Termination 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 and RSUs 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 extent not theretofore paid, including amounts due for accrued but unused vacation time;term of the option (the “Termination Options”). (ii) cash in the amount Upon termination of the annual bonus earned this Agreement: (A) by the Executive through the Date of Termination based on the Company's performance through such date and prorationed by multiplying such bonus amount pursuant to Section 5(a)(i) above; or (B) by the fraction obtained Company pursuant to Section 5(b)(i) above and provided that the Executive first executes and does not revoke a release agreement in a form provided to Executive by dividing the number of days Company (the “Release”) within the time period specified in the year through the Date of Termination by 365Release, payable but in any event no later than sixty (60) days following after the Date date of Termination; termination: (iii1) cash in the Company shall pay the Executive an amount equal to the product twelve (12) months of two times the Executive's annual base salary at the greater of ’s then-current Base Salary (Aless all applicable tax withholdings) the rate in effect at the time Notice of Termination is given or (B) the rate in effect immediately preceding the Change in Control, payable in a lump sum; (iv) a lump sum cash amount equal to installments during the product of two times the target annual bonus at the greater of (A) the target annual bonus in effect at the time Notice of Termination is given or (B) the target annual bonus in effect one year period immediately preceding the Change in Control; (v) the continuation of the provision of health insurance, dental insurance and life insurance benefits for a period of two years following the Date of Termination to the Executive and the Executive's family at least equal to and to the same extent as those which would have been provided to them termination date in accordance with the plans, programs, practices and policies 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 the Release and the revocation period for the Release has expired without revocation (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 begin at the same time as severance pay set forth in effect this Section 5(c)(ii); (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 applicable generally other stock-based awards granted to other peer executives and their families Executive that were scheduled to vest during the 90-day 24 month period immediately preceding 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 Effective Period or RSUs, shall be settled within 30 days after the termination date; and (5) Executive shall be entitled to receive his annual bonus for the year of termination as determined by the Board, pro-rated based on the Date number of Termination, days that Executive was employed by the Company during the year in which such termination of employment occurred (to be paid at the election of the Executive; provided, however, that same time such bonus would have been paid if the Executive becomes re-employed 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 will be secondary to those provided under no such other plan during such applicable period of eligibilitytermination had occurred).

Obligations of the Company Upon Termination. (i) Upon the termination of this Agreement: (A) pursuant to the expiration of the Term upon notice of non-renewal of the Term given by the Executive's Employment Following a Change in Control ; (aB) Ifby the Executive pursuant to paragraph 5(b)(ii); or (C) by the Company pursuant to paragraph 5(c)(ii), during the Effective Period(iii), (iv), or (v), the Company terminates the Executive's employment shall have no further obligations hereunder other than for Cause or the Executive terminates employment with the Company for Good Reason, the Company will pay the following payment of all compensation and other benefits payable to the Executive as soon as practicable following through the Date date of Terminationsuch termination which shall be paid on or before the Company’s next regularly scheduled payday unless such amount is not then-calculable, but in no event later than thirty (30) days, or such period otherwise specifically provided, thereafter: (i) cash in which case payment shall be made on the first regularly scheduled payday after the amount of the Executive's annual base salary through the Date of Termination to the extent not theretofore paid, including amounts due for accrued but unused vacation time;is calculable. (ii) cash Upon termination of this Agreement: Except as provided for in Section 5(d)(iii) in the amount 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 annual bonus earned Clearside Biomedical, Inc. 2016 Stock Incentive Plan, as amended from time to time): (A) by the Executive through the Date of Termination based on the Company's performance through such date and prorationed by multiplying such bonus amount pursuant to paragraph 5(b)(i), or (B) by the fraction obtained Company pursuant to paragraph 5(c)(i) or upon notice of non-renewal of the Term given by dividing the number of days Company and, in any such case, provided that the Executive first executes and does not revoke a release and settlement agreement in the year through form acceptable to the Date of Termination Company within the time period then-specified by 365, payable the Company but in any event no later than sixty (60) days following after the Date date of Terminationtermination (the “Release”): (1) the Company shall pay the Executive an amount equal to eighteen (18) 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, delivered to the Company and not revoked the Release; (iii2) cash 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 portion of the Target Bonus the Executive would have earned under Section 4(b) for the 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 paragraph 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) provided that the Executive properly elects and maintains continued health insurance coverage under the Company sponsored plan and provided further that such benefits continue to be offered under the Company sponsored plan, the Company shall reimburse the Executive in an amount equal to the product cost of two times the premium for such continued health insurance coverage at the same average level and on the same terms and conditions which applied immediately prior to the date of the Executive's annual base salary at ’s termination for the greater shorter of (a) eighteen (18) months from the date of termination or (b) until the Executive obtains reasonably comparable coverage; and (4) each Equity Award held by Executive shall immediately vest and be exercisable to the extent such Equity Award would have vested had Executive remained employed by the Company for a period of eighteen (18) months from the date of termination of this Agreement. The Company and the Executive hereby agree that the Equity Awards shall be deemed amended to the extent necessary to give effect to this provision. (iii) Upon termination of this Agreement within twelve months following a Change in Control or Corporate Transaction: (A) by the rate in effect at the time Notice of Termination is given Executive pursuant to paragraph 5(b)(i), or (B) by the rate Company pursuant to paragraph 5(c)(i) or upon notice of non-renewal of the Term given by the Company in effect immediately preceding any such case, Executive shall be entitled to the Change in Controlfollowing severance benefits, subject to execution of the Release: (1) the Company shall pay the Executive an amount equal to two years of Executive’s then-current Base Salary (less all applicable deductions) payable in a lump sumsum payment on the first regularly scheduled pay date of the Company processed after Executive has executed and delivered to the Company and the Release and any revocation period has expired; (iv2) the Company shall pay the Executive an amount equal to two (2) times the Executive’s Target Bonus amount (less all applicable deductions) payable in a lump sum cash payment on the first regularly scheduled pay date of the Company processed after Executive has executed and delivered to the Company and the Release and any revocation period has expired; (3) provided that the Executive properly elects and maintains continued health insurance coverage under the Company sponsored plan, the Company shall reimburse the Executive in an amount equal to one hundred percent (100%) of the product cost of two times the target annual bonus premium for such continued health insurance coverage at the greater same average level and on the same terms and conditions which applied immediately prior to the date of the Executive’s termination for the shorter of (Aa) eighteen (18) months from the target annual bonus in effect date of termination or (b) until the Executive obtains reasonably comparable coverage through an employer; and (4) each Equity Award held by Executive at the time Notice of Termination is given or (B) termination shall immediately vest and be exercisable until the target annual bonus final exercise date set forth in effect immediately preceding the Change in Control; (v) Equity Award. The Company and the continuation of Executive hereby agree that the provision of health insurance, dental insurance and life insurance benefits for a period of two years following the Date of Termination Equity Awards shall be deemed amended to the Executive and the Executive's family at least equal extent necessary to and give effect to the same extent as those which would have been provided to them in accordance with the plans, programs, practices and policies of the Company as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Period or on the Date of Termination, at the election of the Executive; provided, however, that if the Executive becomes re-employed 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 will be secondary to those provided under such other plan during such applicable period of eligibilitythis provision.

Obligations of the Company Upon Termination. of Executive's Employment Following a Change in Control (a) If, during the Effective Period, If either (i) the Company terminates Executive’s employment for Cause during the Executive's Term, or (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 Cause or payment of Executive’s Base Salary accrued through the Executive terminates employment with the Company for Good Reasondate of termination, the Company will pay the following to the Executive as soon as practicable following the Date extent not theretofore paid and reimbursement of Termination, but in no event later than thirty any unreimbursed expenses. (30b) days, or such period otherwise specifically provided, thereafter: If either (i) cash in Executive terminates this Agreement for Good Reason or (ii) the amount of Company terminates this Agreement without Cause, then the Company shall pay to Executive (1) Executive's annual base salary ’s Base Salary accrued through the Date date of Termination termination, to the extent not theretofore paid, including amounts due for accrued (2)(A) if such termination occurs within twelve (12) months after the Commencement Date, 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 unused vacation time; prior to the date that is eighteen (ii18) cash months after the Commencement Date, an amount equal to six (6) months of Executive’s Base Salary or (C) if such termination occurs after the period specified in (B) above, but prior to the date that is twenty-four (24) months after the Commencement Date, an amount equal to nine (9) months of Executive’s Base Salary, or (D) if such termination occurs after twenty-four (24) months after the Commencement Date, an amount equal to twelve (12) months of Executive’s Base Salary, in any case payable within thirty (30) days after the date of such termination, (3) reimbursement of any unreimbursed expenses and (4) payment of a portion of the amount of the annual bonus earned Performance Bonus equal to the maximum amount of the Performance Bonus multiplied by a fraction, (A) the Executive through numerator of which shall be the Date number of Termination based on days elapsed from the Company's performance through beginning of the calendar year in which such date termination occurs and prorationed by multiplying such bonus amount by (B) the fraction obtained by dividing denominator of which shall be the total number of days in the calendar year through the Date of Termination by 365in which such termination occurs (being 365 in a full year and 305 in 2020). In exchange for any such payments, payable no later than sixty Executive shall execute, within thirty (6030) days following the Date of Termination; (iii) cash in an amount equal to the product of two times the Executive's annual base salary at the greater of (A) the rate in effect at the time Notice of Termination is given or (B) the rate in effect immediately preceding the Change in Controlsuch termination, payable in a lump sum; (iv) a lump sum cash amount equal to the product of two times the target annual bonus at the greater of (A) the target annual bonus in effect at the time Notice of Termination is given or (B) the target annual bonus in effect immediately preceding the Change in Control; (v) the continuation of the provision of health insurance, dental insurance and life insurance benefits for a period of two years following the Date of Termination to the Executive and the Executive's family at least equal to and to the same extent as those which would have been provided to them in accordance with the plans, programs, practices and policies full release of the Company and its affiliates from all obligations other than as set forth in effect this Section 8(b) or from any usual and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Period or on the Date of Termination, at the election 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 not be obligated to make any payments pursuant to this Section 8(b) until it has received such release, 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 8(b). (c) The parties hereto agree that Executive may designate, by written notice to the Company, a beneficiary to receive the payments described in Sections 7 and 8 in the event of his death. The designation of any such beneficiary may be changed by Executive from time to time by written notice to the Company. In the event Executive fails to designate a beneficiary as herein provided, however, that if any payments which are otherwise to be made to a designated beneficiary under Sections 7 and 8 shall be made to the Executive becomes re-employed 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 will be secondary to those provided under such other plan during such applicable period legal representative of eligibilityExecutive’s estate.

Obligations of the Company Upon Termination. of Executive's Employment Following a Change in Control (a) If, during By the Effective Period, Company without Cause (Other than for Death or Disability) or by the Executive for Good Reason. If the Company terminates the Executive's employment without Cause (other than for Cause due to the Executive's death or Disability), or the Executive terminates his employment with the Company for Good Reason, the Company will shall: (i) pay the following to the Executive as soon as practicable following the Date of Termination, but in no event later than thirty Accrued Obligations (30defined below) days, or such period otherwise specifically provided, thereafter: (i) cash in and the amount of Annual Bonus for the Executive's annual base salary through fiscal year during which the Date of Termination to the extent not theretofore paidoccurs, including amounts due for accrued but unused vacation time; (ii) cash both in the amount of the annual bonus earned by the Executive through the Date of Termination based on the Company's performance through such date and prorationed by multiplying such bonus amount by the fraction obtained by dividing the number of days in the year through the Date of Termination by 365, payable no later than sixty (60) a lump sum within 10 days following the Date of Termination; ; (iiiii) cash in an amount equal to the product continue payments of two times the Executive's annual base salary at the greater of (A) the rate in effect at the time Notice of Termination is given or (B) the rate in effect immediately preceding the Change in Control, payable in a lump sum; (iv) a lump sum cash amount equal to the product of two times the target annual bonus at the greater of (A) the target annual bonus in effect at the time Notice of Termination is given or (B) the target annual bonus in effect immediately preceding the Change in Control; (v) the continuation of the provision of health insurance, dental insurance and life insurance benefits Annual Base Salary for a period of two years following 12 months; and (iii) continue the Benefits (defined below) for a period of 12 months. "Accrued Obligations" shall mean the sum of: (i) any portion of the Executive's Annual Base Salary through the Date of Termination to that has not yet been paid; (ii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) that has not yet been paid; and (iii) any accrued but unpaid vacation pay. "Benefits" shall be benefits for the Executive and/or the Executive's family at least equal to and to the same extent as favorable as those which that would have been provided to them in accordance with under Section 3(c)(ii) of this Agreement if the plans, programs, practices and policies of the Company as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Period or on Executive's employment had continued until 12 months following the Date of Termination, at the election of the Executive; provided, however, that if during any period when the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare such benefits under another employer employee-provided plan, the medical and other welfare benefits described herein will provided by the Company under this subparagraph may be made secondary to those provided under such other plan during such applicable period plan. For purposes of eligibilitydetermining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits under this subparagraph, the Executive shall be deemed to have retired on the 12-month anniversary of the Date of Termination. Thereafter, the Company shall have no further obligations under this Agreement.

Obligations of the Company Upon Termination. of Executive's Employment (a) Good Reason or Other Than for Cause, Death or Disability Prior to or More Than Two Years Following a Change in Control (a) . If, during the Effective PeriodEmployment Period and prior to, or more than two years following, a Change in Control, the Company terminates shall terminate the Executive's ’s employment other than for Cause Cause, death, or Disability, or if the Executive terminates shall terminate her employment with the Company for Good Reason, the Company will shall pay the following to the Executive as soon as practicable following on the 45th day after the Date of TerminationTermination (except as otherwise required by law or provided below) or provide, but in no event later than thirty (30) daysas applicable, or such period otherwise specifically provided, thereafterthe following: (i) A lump sum cash in the amount of payment consisting of: (A) the Executive's annual base salary ’s Annual Base Salary through the Date of Termination to the extent not theretofore yet paid; (B) any annual Incentive Payment earned by the Executive for a prior award period, not yet paid, including provided that (other than any portion of such annual Incentive Payment that was previously deferred, which portion shall instead be paid in accordance with the applicable deferral arrangement and any election thereunder) such payment shall be made no later than the 15th day of the third month following the close of the fiscal year with respect to which such Incentive Payment is earned (the sum of the amounts due for accrued but unused vacation timedescribed in clauses (A) and (B) above shall be hereinafter referred to as the “Accrued Obligations”); (ii) cash Subject to Section 6(g), a prorated Incentive Payment for the year in which the Date of Termination occurs (the “Pro Rata Incentive Payment”) in an amount to ​ equal the product of (A) the amount of the annual bonus earned determined by the Executive Compensation Committee based on the Company’s actual performance for the fiscal year in which the Date of Termination occurs and otherwise on a basis no less favorable than annual incentive award determinations are made by the Compensation Committee for the Company’s executive officers, and (B) a fraction, the numerator of which is the number of days that have elapsed through the Date of Termination based on in the Company's performance through such date fiscal year of the Company in which the Date of Termination occurs, and prorationed by multiplying such bonus amount by the fraction obtained by dividing denominator of which is the number of days in such year, with such amount to be paid in a lump sum in cash on the date on which the Company otherwise makes cash incentive payments to executive officers for such fiscal year (other than any portion of such annual Incentive Payment that was deferred, which portion shall instead be paid in accordance with the applicable deferral arrangement and any election thereunder); (iii) Subject to Section 6(g), a lump sum cash payment (the “Severance Payment” and, together with the Pro Rata Incentive Payment, the “Severance Benefits”) equal to the sum of (A) the Executive’s Annual Base Salary as in effect immediately prior to the Date of Termination, and (B) the greater of (x) the Target Incentive Payment for the year in which the Date of Termination occurs and (y) the Incentive Payment paid or payable to the Executive in respect of the fiscal year immediately prior to the year in which the Date of Termination occurs; and (iv) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy, or practice or contract or agreement of the Company and the Affiliated Entities through the Date of Termination, and shall pay such unreimbursed expenses incurred through the Date of Termination by 365, payable no later than sixty as are subject to reimbursement pursuant to Section 4(d) (60) days following the Date of Termination; (iii) cash in an amount equal to the product of two times the Executive's annual base salary at the greater of (A) the rate in effect at the time Notice of Termination is given or (B) the rate in effect immediately preceding the Change in Control, payable in a lump sum; (iv) a lump sum cash amount equal to the product of two times the target annual bonus at the greater of (A) the target annual bonus in effect at the time Notice of Termination is given or (B) the target annual bonus in effect immediately preceding the Change in Control; (v) the continuation of the provision of health insurance, dental insurance and life insurance benefits for a period of two years following the Date of Termination to the Executive and the Executive's family at least equal to and to the same extent as those which would have been provided to them in accordance with the plans, programs, practices and policies of the Company as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Period or on the Date of Termination, at the election of the Executive; provided, however, that if the Executive becomes re-employed 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 will be secondary to those provided under such other plan during such applicable period of eligibilityamounts and benefits shall be hereinafter referred to as the “Other Benefits”).

Obligations of the Company Upon Termination. of Executive's Employment Following a Change in Control (a) Good Reason; Other than For Cause, Death or Disability. If, during the Effective Employment Period, the Company terminates shall terminate the Executive's ’s employment other than for Cause Cause, death or Disability, or the Executive terminates shall terminate employment with the Company for Good Reason, the Company will pay the following to the Executive as soon as practicable following the Date of Termination, but in no event later than thirty (30) days, or such period otherwise specifically provided, thereafter: (i) The Company shall pay to the Executive in a lump sum in cash in within thirty (30) days after the amount Date of Termination the aggregate of the following amounts: (A) the sum of (1) the Executive's annual base salary ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, including amounts due for accrued but unused vacation time; (ii2) cash in the amount product of (x) the annual bonus earned higher of (I) the highest Annual Bonus received by the Executive through over the Date preceding three-year period and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of Termination based on less than 12 full months or during which the Company's performance through Executive was employed for less than 12 full months), for the most recently completed fiscal year during the Employment Period, if any (such date higher amount being referred to as the “Highest Annual Bonus”) and prorationed by multiplying such bonus amount by (y) a fraction, the fraction obtained by dividing numerator of which is the number of days in the current fiscal year through the Date of Termination by Termination, and the denominator of which is 365, payable no later than sixty and (603) days following any accrued vacation pay, to the Date extent not theretofore paid, (the sum of Termination;the amounts described in clauses (1), (2) and (3) shall be hereinafter referred to as the “Accrued Obligations”), and (iiiB) cash in an amount equal to the product of two times the Executive's annual base salary at the greater sum of (Ai) the rate in effect at then current Annual Base Salary of the time Notice of Termination is given or Executive and (Bii) the rate in effect immediately preceding the Change in ControlHighest Annual Bonus, payable in a lump sum;and (ivC) a lump sum cash an amount equal to the product maximum amount of two times employer matching contributions that could have been credited to the target annual bonus at Executive under the greater of Company’s 401(k) Savings Plan (Awithout regard to any applicable nondiscrimination tests), any other excess or supplemental retirement plan in which the Executive participates or any other deferred compensation plan during the twelve (12) the target annual bonus in effect at the time Notice of Termination is given or (B) the target annual bonus in effect month period immediately preceding the Change in Control;month of the Executive’s Date of Termination, such amount to be grossed up so that the amount the Executive actually receives after payment of any federal or state taxes payable thereon equals the amount first described above and (vD) no amounts shall be paid or payable to Executive under the continuation of Company’s performance-based incentive plans, including the provision of health insurancethen current National Oilwell Annual Incentive Plan (or such other name as may be adopted for the plan or its successor), dental insurance and life insurance benefits for a period of two years following the year in which the Date of Termination occurs. (ii) Until the date of the Executive’s death, the Company shall continue group health plan (as defined for purposes of section 4980B of the Code) benefits to the Executive and and/or the Executive's ’s family at least equal to and to the same extent as those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 2(b)(iv) of this Agreement as if the Company as in effect and applicable generally to other peer executives and their families during Executive’s employment had not been terminated; provided, that if the 90-day period immediately preceding the Effective Period or on Executive’s participation after the Date of TerminationTermination in such group health plan is not permitted by the terms of a plan, at the election of then for the Executive’s lifetime, the Company shall provide the Executive with substantially the same benefits that were provided to the Executive by that plan immediately before the Termination Date; provided, howeverprovided further, that if the Executive becomes re-employed with reemployed by another employer and is eligible to receive medical or other welfare any of such benefits under another employer provided plan, the medical and other welfare benefits described herein will provided hereunder shall be secondary to those provided under such other plans. With respect to any group health plan during such applicable that requires an employee contribution, for the period of eligibilitytime during which the Executive would be entitled (or would, but for this Agreement, be entitled to continuation coverage under a group health plan of the Company under Section 4980B of the Code if the Executive elected such coverage and paid the applicable premiums (generally, 18 months), the Executive shall pay the then active employee cost of the benefits as determined under the then current practices of the Company on a monthly, semi-annual or annual basis as elected by the Executive, and thereafter, the Executive shall pay the full cost of the benefits as determined under the then current practices of the Company on a monthly or annual basis as elected by the Executive, provided that the Company shall reimburse the Executive the amount of the costs of the benefit that is in excess of the then active employees costs for such benefits no later than 30 days following the end of the Executive’s taxable year in which such reimbursable amounts are paid by the Executive, and provided further that the reimbursements provided, during the Executive’s taxable year shall not affect the expenses eligible for reimbursement in any other taxable year (with the exception of applicable lifetime maximums applicable to medical expenses or medical benefits described in Section 105(b) of the Code) and the right to reimbursement hereunder shall not be subject to liquidation or exchange for another benefit or payment; (iii) The Company shall reimburse Executive for all outplacement services incurred on and prior to the last day of the second calendar year following the year in which the Date of Termination occurs up to a maximum direct cost to the Company of up to 15% of the Executive’s Annual Base Salary as of the Date of Termination Company shall reimburse Executive within 30 days after Executive provides the Company with an invoice (and any supporting documentation required by the Company) for such outplacement services, but in no event shall any such reimbursement be made after the last day of the third calendar year following the year in which the Date of Termination occurs. (iv) All options to purchase Common Stock held by the Executive pursuant to a stock option plan on or prior to the Date of Termination shall be governed by the terms of the option agreement or plan between the Executive, NOI, and/or the Company; and any restricted stock held by the Executive, not already vested shall be 100% vested; (v) Any compensation previously deferred by the Executive under a plan sponsored by the Company (together with any accrued interest or earnings thereon) shall be distributed at the earliest time permitted by such plan or, if permitted under the terms of such plan and all applicable laws, statutes or regulations governing such plans, at such other time as the Executive may elect under the terms of such plan; (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 or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”); and (vii) The foregoing payments are intended to compensate the Executive for a breach of the Company’s obligations and place Executive in substantially the same position had the employment of the Executive not been so terminated as a result of a breach by the Company. Provided that, notwithstanding anything contained herein to the contrary, in accordance with Section 409A of the Code, if the Executive is determined by the Board (or its delegate) to be a “specified employee” (as described in Section 409A of the Code) for the year in which Executive’s Date of Termination occurs, any payments or in-kind benefits due hereunder that are not permitted to be paid or provided on the date(s) specified hereunder without the imposition of additional taxes, interest and penalties under Section 409A of the Code shall be paid in a lump sum or provided on the first business day following the six-month anniversary of the Date of Termination or, if earlier, Executive’s death (the “409A Payment Date”).

Obligations of the Company Upon Termination. of Executive's Employment Following a Change in Control (a) Termination for Good Reason or Other Than for Cause, Death or Disability Prior to a Change of Control or after Twelve Months after a Change of Control. If, during the Effective PeriodTerm and prior to a Change of Control or after twelve (12) months after a Change of Control, the Company terminates shall terminate the Executive's employment other than for Cause Cause, Death or Disability or the Executive terminates shall terminate employment with the Company for Good Reason, : (i) the Company will shall pay the following to the Executive as soon as practicable in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination, but in no event later than thirty (302) days, the product of (x) the Annual Bonus paid or such period otherwise specifically provided, thereafter: (i) cash in the amount of the Executive's annual base salary through the Date of Termination payable to the extent not theretofore paidExecutive for the immediately preceding year and (y) a fraction, including amounts due for accrued but unused vacation time; (ii) cash in the amount numerator of the annual bonus earned by the Executive through the Date of Termination based on the Company's performance through such date and prorationed by multiplying such bonus amount by the fraction obtained by dividing which is the number of days in the current fiscal year through the Date of Termination by Termination, and the denominator of which is 365, payable no later than sixty (603) days following any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) 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 "Accrued Obligations"); and B. the amount equal to the sum of (1) the Executive's Annual Base Salary, calculated from the Date of Termination;Termination through the remainder of the Term, and (2) the Annual Bonus paid or payable to the Executive for the immediately preceding fiscal year annualized and calculated from the Date of Termination through the remainder of the Term; provided, however, 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, 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 awarded to the Executive under any plan not previously exercisable and vested shall become fully exercisable and vested; and (iii) cash in an amount equal to for the product remainder of two times the Term, provided that the Executive's annual base salary at continued participation is possible under the greater general terms and provisions of (A) such plans and programs, the rate in effect at the time Notice of Termination is given or (B) the rate in effect immediately preceding the Change in Control, payable in a lump sum; (iv) a lump sum cash amount equal to the product of two times the target annual bonus at the greater of (A) the target annual bonus in effect at the time Notice of Termination is given or (B) the target annual bonus in effect immediately preceding the Change in Control; (v) the continuation of the provision of health insurance, dental insurance and life insurance Company shall continue benefits for a period of two years following the Date of Termination to the Executive and and/or the Executive's family at least equal to and to the same extent as 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 had not been terminated in accordance with the most favorable plans, practices, programs or policies of the Company and its affiliated companies as in effect and applicable generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families during the 90-day period immediately preceding the Effective Period or on the Date of Termination, at the election of the Executivefamilies; provided, however, that if the Executive becomes re-employed reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer employer-provided plan, the medical and other welfare benefits described herein will 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, 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 (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 the Executive in one sum in cash at the Executive's normal retirement age (or earlier retirement age should the Executive so elect) as defined in the retirement plans or programs in which the Executive participates or any successor plans or programs in effect on the Date of Termination, an amount equal to the actuarial equivalent of the retirement pension to which the Executive would have been entitled under the terms of such retirement plans or programs without regard to "vesting" thereunder, had the Executive accumulated additional years of continuous service through the remainder of the Term at his Annual Base Salary in 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 life insurance policies for which the Company or Parent was previously reimbursing premium payments made by the Executive pursuant to an agreement between the Executive and the Company or Parent; and (viii) for a period of six (6) months after the Date 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. (i) Upon the termination of this Agreement: (A) pursuant to the expiration of the Term upon notice of non-renewal of the Term given by the Executive's Employment Following a Change in Control ; (aB) Ifby the Executive pursuant to paragraph 5(b)(ii); or (C) by the Company pursuant to paragraph 5(c)(ii), during the Effective Period(iii), (iv), or (v), the Company terminates the Executive's employment shall have no further obligations hereunder other than for Cause or the Executive terminates employment with the Company for Good Reason, the Company will pay the following payment of all compensation and other benefits payable to the Executive as soon as practicable following through the Date date of Terminationsuch termination which shall be paid on or before the Company’s next regularly scheduled payday unless such amount is not then-calculable, but in no event later than thirty (30) days, or such period otherwise specifically provided, thereafter: (i) cash in which case payment shall be made on the first regularly scheduled payday after the amount of the Executive's annual base salary through the Date of Termination to the extent not theretofore paid, including amounts due for accrued but unused vacation time;is calculable. (ii) cash Upon termination of this Agreement: Except as provided for in Section 5(d)(iii) in the amount 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 annual bonus earned Clearside Biomedical, Inc. 2016 Stock Incentive Plan, as amended from time to time): (A) by the Executive through the Date of Termination based on the Company's performance through such date and prorationed by multiplying such bonus amount pursuant to paragraph 5(b)(i), or (B) by the fraction obtained Company pursuant to paragraph 5(c)(i) or upon notice of non-renewal of the Term given by dividing the number of days Company and, in any such case, provided that the Executive first executes and does not revoke a release and settlement agreement in the year through form acceptable to the Date of Termination Company within the time period then-specified by 365, payable the Company but in any event no later than sixty (60) days following after the Date date of Terminationtermination (the “Release”): (1) the Company shall pay the Executive an amount equal to 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, delivered to the Company and not revoked the Release; (iii2) cash 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 portion of the Target Bonus the Executive would have earned under Section 4(b) for the 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 paragraph 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) provided that the Executive properly elects and maintains continued health insurance coverage under the Company sponsored plan and provided further that such benefits continue to be offered under the Company sponsored plan, the Company shall reimburse the Executive in an amount equal to the product cost of two times the premium for such continued health insurance coverage at the same average level and on the same terms and conditions which applied immediately prior to the date of the Executive's annual base salary at ’s termination for the greater shorter of (a) 12 months from the date of termination or (b) until the Executive obtains reasonably comparable coverage; and (4) each Equity Award held by Executive shall immediately vest and be exercisable to the extent such Equity Award would have vested had Executive remained employed by the Company for a period of 12 months from the date of termination of this Agreement. The Company and the Executive hereby agree that the Equity Awards shall be deemed amended to the extent necessary to give effect to this provision. (iii) Upon termination of this Agreement within twelve months following a Change in Control or Corporate Transaction: (A) by the rate in effect at the time Notice of Termination is given Executive pursuant to paragraph 5(b)(i), or (B) by the rate Company pursuant to paragraph 5(c)(i) or upon notice of non-renewal of the Term given by the Company in effect immediately preceding any such case, Executive shall be entitled to the Change in Controlfollowing severance benefits, subject to execution of the Release: (1) the Company shall pay the Executive an amount equal to eighteen (18) months of Executive’s then-current Base Salary (less all applicable deductions) payable in a lump sumsum 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 any revocation period has expired; (iv2) 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 cash payment on the first regularly scheduled pay date of the Company processed after Executive has executed and delivered to the Company the Release and any revocation period has expired; (3) provided that the Executive properly elects and maintains continued health insurance coverage under the Company sponsored plan, the Company shall reimburse the Executive in an amount equal to one hundred percent (100%) of the product cost of two times the target annual bonus premium for such continued health insurance coverage at the greater same average level and on the same terms and conditions which applied immediately prior to the date of the Executive’s termination for the shorter of (Aa) eighteen (18) months from the target annual bonus in effect date of termination or (b) until the Executive obtains reasonably comparable coverage through an employer; and (4) each Equity Award held by Executive at the time Notice of Termination is given or (B) termination shall immediately vest and be exercisable until the target annual bonus final exercise date set forth in effect immediately preceding the Change in Control; (v) Equity Award. The Company and the continuation of Executive hereby agree that the provision of health insurance, dental insurance and life insurance benefits for a period of two years following the Date of Termination Equity Awards shall be deemed amended to the Executive and the Executive's family at least equal extent necessary to and give effect to the same extent as those which would have been provided to them in accordance with the plans, programs, practices and policies of the Company as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Period or on the Date of Termination, at the election of the Executive; provided, however, that if the Executive becomes re-employed 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 will be secondary to those provided under such other plan during such applicable period of eligibilitythis provision.

Obligations of the Company Upon Termination. (i) Upon the termination of this Agreement: (A) pursuant to the expiration of the Term upon notice of non-renewal of the Term given by the Executive's Employment Following a Change in Control ; (aB) Ifby the Executive pursuant to paragraph 5(b)(ii); or (C) by the Company pursuant to paragraph 5(c)(ii), during the Effective Period(iii), (iv), or (v), the Company terminates the Executive's employment shall have no further obligations hereunder other than for Cause or the Executive terminates employment with the Company for Good Reason, the Company will pay the following payment of all compensation and other benefits payable to the Executive as soon as practicable following through the Date date of Terminationsuch termination which shall be paid on or before the Company’s next regularly scheduled payday unless such amount is not then-calculable, but in no event later than thirty (30) days, or such period otherwise specifically provided, thereafter: (i) cash in which case payment shall be made on the first regularly scheduled payday after the amount of the Executive's annual base salary through the Date of Termination to the extent not theretofore paid, including amounts due for accrued but unused vacation time;is calculable. (ii) cash Upon termination of this Agreement: Except as provided for in Section 5(d)(iii) in the amount 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 annual bonus earned Clearside Biomedical, Inc. 2016 Stock Incentive Plan, as amended from time to time): (A) by the Executive through the Date of Termination based on the Company's performance through such date and prorationed by multiplying such bonus amount pursuant to paragraph 5(b)(i), or (B) by the fraction obtained Company pursuant to paragraph 5(c)(i) or upon notice of non-renewal of the Term given by dividing the number of days Company and, in any such case, provided that the Executive first executes and does not revoke a release and settlement agreement in the year through form acceptable to the Date of Termination Company within the time period then-specified by 365, payable the Company but in any event no later than sixty (60) days following after the Date date of Terminationtermination (the “Release”): (1) the Company shall pay the Executive an amount equal to 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, delivered to the Company and not revoked the Release; (iii2) cash 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 portion of the Target Bonus the Executive would have earned under Section 4(b) for the 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 paragraph 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) provided that the Executive properly elects and maintains continued health insurance coverage under the Company sponsored plan and provided further that such benefits continue to be offered under the Company sponsored plan, the Company shall reimburse the Executive in an amount equal to the product cost of two times the premium for such continued health insurance coverage at the same average level and on the same terms and conditions which applied immediately prior to the date of the Executive's annual base salary at ’s termination for the greater shorter of (a) 12 months from the date of termination or (b) until the Executive obtains reasonably comparable coverage; and (4) each Equity Award held by Executive shall immediately vest and be exercisable to the extent such Equity Award would have vested had Executive remained employed by the Company for a period of 12 months from the date of termination of this Agreement. The Company and the Executive hereby agree that the Equity Awards shall be deemed amended to the extent necessary to give effect to this provision. (iii) Upon termination of this Agreement within twelve months following a Change in Control or Corporate Transaction: (A) by the rate in effect at the time Notice of Termination is given Executive pursuant to paragraph 5(b)(i), or (B) by the rate Company pursuant to paragraph 5(c)(i) or upon notice of non-renewal of the Term given by the Company in effect immediately preceding any such case, Executive shall be entitled to the Change in Controlfollowing severance benefits, subject to execution of the Release: (1) the Company shall pay the Executive an amount equal to eighteen (18) months of Executive’s then-current Base Salary (less all applicable deductions) payable in a lump sumsum 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 any revocation period has expired; (iv2) 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 cash payment on the first regularly scheduled pay date of the Company processed after Executive has executed and delivered to the Company the Release and any revocation period has expired; (3) provided that the Executive properly elects and maintains continued health insurance coverage under the Company sponsored plan, the Company shall reimburse the Executive in an amount equal to one hundred percent (100%) of the product cost of two times the target annual bonus premium for such continued health insurance coverage at the greater same average level and on the same terms and conditions which applied immediately prior to the date of the Executive’s termination for the shorter of (Aa) eighteen (18) months from the target annual bonus in effect date of termination or (b) until the Executive obtains reasonably comparable coverage through an employer; and (4) each Equity Award held by Executive at the time Notice of Termination is given or (B) termination shall immediately vest and be exercisable until the target annual bonus final exercise date set forth in effect immediately preceding the Change in Control; (v) Equity Award. The Company and the continuation of Executive hereby agree that the provision of health insurance, dental insurance and life insurance benefits for a period of two years following the Date of Termination Equity Awards shall be deemed amended to the Executive and the Executive's family at least equal extent necessary to and give effect to the same extent as those which would have been provided to them in accordance with the plans, programs, practices and policies of the Company as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Period or on the Date of Termination, at the election of the Executive; provided, however, that if the Executive becomes re-employed 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 will be secondary to those provided under such other plan during such applicable period of eligibilitythis provision.

Obligations of the Company Upon Termination. of Executive's Employment Following a Change in Control (a) IfBy Executive 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 Effective Employment Period, the Company terminates shall terminate the Executive's employment other than for Cause or Disability or the Executive terminates shall terminate employment with the Company for Good Reason, the Company will pay the following to the Executive as soon as practicable following the Date of Termination, but in no event later than thirty (30) days, or such period otherwise specifically provided, thereafter: (i) the Company shall pay to the Executive or his legal representatives in a lump sum in cash in within 30 days after the amount Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's annual base salary Annual Base Salary through the Date of Termination to the extent not theretofore paid, including amounts due for accrued but unused vacation time;, B. the product of (ii1) cash the Executive's target bonus as determined under the applicable Xxxxxx compensation or incentive plan(s) for the year in the amount of the annual bonus earned by the Executive through which the Date of Termination based on occurs, and (2) a fraction, the Company's performance through such date and prorationed by multiplying such bonus amount by the fraction obtained by dividing numerator of which is the number of days in the current fiscal year through the Date of Termination by Termination, and the denominator of which is 365, payable no later than sixty and C. any compensation previously deferred by the Executive (60together with any accrued interest or earnings thereon) days following and any accrued vacation pay, in each case to the Date extent not theretofore paid (the sum of Termination;the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (iiiii) cash subject to the Executive's remaining reasonably available to assist the Company, in such manner and at such time as shall be mutually agreed in good faith upon the Company's request through appropriate notice to the Executive, in the transition of his duties and responsibilities hereunder, the Company shall pay to the Executive an amount equal to the product Annual Base Salary that would have been payable to him had he continued to be employed for the period commencing on the Date of two Termination and ending on the day before the third anniversary thereof (the "Severance Period") and an amount equal to three times the Executive's annual base salary at target bonus opportunity under the greater of (ACompany's applicable compensation or incentive plan(s) for the rate year in effect at which such Date occurs. The amounts described in the time Notice of Termination is given or (B) the rate in effect immediately preceding sentence shall be deemed earned on the Change in ControlDate of Termination, but subject to Section 5(b) shall be payable in a lump sum;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) a lump sum cash amount equal to for three years after the product Executive's Date of two times Termination, or such longer period as may be provided by the target annual bonus at the greater of (A) the target annual bonus in effect at the time Notice of Termination is given or (B) the target annual bonus in effect immediately preceding the Change in Control; (v) the continuation terms of the provision of health insuranceappropriate plan, dental insurance program, practice or policy, the Company shall continue all fringe and life insurance other benefits for a period of two years following the Date of Termination to the Executive and and/or the Executive's family at least equal to and to the same extent as those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(d), (e), (f) and (g) of this Agreement if the Company Executive's employment had not been terminated or, if more favorable to the Executive, as in effect and applicable generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families during the 90-day period immediately preceding the Effective Period or on the Date of Terminationfamilies, at the election of the Executive; provided, however, that if the Executive becomes re-employed reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer employer-provided plan, the medical and other welfare benefits described herein will 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. The Company shall have the following obligations to Executive upon a termination of Executive's Employment Following employment following a Change in ControlCIC: (a) IfIf the termination is for death, during the Effective Perioddisability or incapacity, then for purposes of this CIC Agreement, the Company terminates the Executive's employment other shall pay to Executive or his estate, in a lump sum not more than for Cause or the Executive terminates employment with the Company for Good Reason, the Company will pay the following to the Executive as soon as practicable following 30 days after the Date of Termination, but in no event later than thirty the sums due under Section 3(c) hereof, as if Executive had notified the Company of his election to terminate the Agreement for Good Reason and not the sums due under Section 5 of the Main Agreement. (30b) daysIf the termination is for Cause, then the rights and obligations of the parties shall be governed by the provisions of Section 7 of the Main Agreement. (c) If the termination is by the Company without Cause or such period otherwise specifically provided, thereafterby Executive for Good Reason: (i) the Company shall pay to Executive in a lump sum in cash in within 30 days after the amount Date of Termination the aggregate of the following amounts: A. the sum of (1) Executive's annual base salary Base Salary through the Date of Termination to the extent not theretofore paid, including amounts due for accrued but unused vacation time; (ii2) cash in the amount product of (x) the higher of (I) the annual Bonus most recently paid to Executive pursuant to Section 3(c) of the annual Main Agreement and (II) the Bonus paid or payable pursuant to such Section 3(c), including any bonus or portion thereof which has been earned by but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which Executive was employed for less than twelve full months), for the Executive through most recently completed fiscal year during the Date Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of Termination based on the Company's performance through such date and prorationed by multiplying such bonus amount by the fraction obtained by dividing which is the number of days in the current fiscal year through the Date of Termination by 365Termination, payable no later than sixty (60) days following the Date of Termination; (iii) cash in an amount equal to the product of two times the Executive's annual base salary at the greater of (A) the rate in effect at the time Notice of Termination is given or (B) the rate in effect immediately preceding the Change in Control, payable in a lump sum; (iv) a lump sum cash amount equal to the product of two times the target annual bonus at the greater of (A) the target annual bonus in effect at the time Notice of Termination is given or (B) the target annual bonus in effect immediately preceding the Change in Control; (v) the continuation of the provision of health insurance, dental insurance and life insurance benefits for a period of two years following the Date of Termination to the Executive and the Executive's family at least equal to denominator of which is 365 and to the same extent as those which would have been provided to them in accordance with the plans, programs, practices and policies of the Company as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Period or on the Date of Termination, at the election of the Executive; provided, however, that if the (3) any compensation previously deferred by Executive becomes re-employed 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 will be secondary to those provided under such other plan during such applicable period of eligibility.(together with

Obligations of the Company Upon Termination. of Executive's Employment (a) Good Reason or Other Than for Cause, Death or Disability Prior to or More Than Two Years Following a Change in Control (a) . If, during the Effective PeriodEmployment Period and prior to, or more than two years following, a Change in Control, the Company terminates shall terminate the Executive's ’s employment other than for Cause Cause, death, or Disability, or if the Executive terminates shall terminate her employment with the Company for Good Reason, the Company will shall pay the following to the Executive as soon as practicable following on the 45th day after the Date of TerminationTermination (except as otherwise required by law or provided below) or provide, but in no event later than thirty (30) daysas applicable, or such period otherwise specifically provided, thereafterthe following: (i) A lump sum cash in the amount of payment consisting of: (A) the Executive's annual base salary ’s Annual Base Salary through the Date of Termination to the extent not theretofore yet paid; (B) any annual Incentive Payment earned by the Executive for a prior award period, not yet paid, including provided that (other than any portion of such annual Incentive Payment that was previously deferred, which portion shall instead be paid in accordance with the applicable deferral arrangement and any election thereunder) such payment shall be made no later than the 15th day of the third month following the close of the fiscal year with respect to which such Incentive Payment is earned (the sum of the amounts due for accrued but unused vacation timedescribed in clauses (A) and (B) above shall be hereinafter referred to as the “Accrued Obligations”); (ii) cash Subject to Section 6(g), a prorated Incentive Payment for the year in which the Date of Termination occurs (the “Pro Rata Incentive Payment”) in an amount to equal the product of (A) the amount of the annual bonus earned determined by the Executive Compensation Committee based on the Company’s actual performance for the fiscal year in which the Date of Termination occurs and otherwise on a basis no less favorable than annual incentive award determinations are made by the Compensation Committee for the Company’s executive officers, and (B) a fraction, the numerator of which is the number of days that have elapsed through the Date of Termination based on in the Company's performance through such date fiscal year of the Company in which the Date of Termination occurs, and prorationed by multiplying such bonus amount by the fraction obtained by dividing denominator of which is the number of days in such year, with such amount to be paid in a lump sum in cash on the date on which the Company otherwise makes cash incentive payments to executive officers for such fiscal year (other than any portion of such annual Incentive Payment that was deferred, which portion shall instead be paid in accordance with the applicable deferral arrangement and any election thereunder); (iii) Subject to Section 6(g), a lump sum cash payment (the “Severance Payment” and, together with the Pro Rata Incentive Payment, the “Severance Benefits”) equal to the sum of (A) the Executive’s Annual Base Salary as in effect immediately prior to the Date of Termination, and (B) the greater of (x) the Target Incentive Payment for the year in which the Date of Termination occurs and (y) the Incentive Payment paid or payable to the Executive in respect of the fiscal year immediately prior to the year in which the Date of Termination occurs; and (iv) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy, or practice or contract or agreement of the Company and the Affiliated Entities through the Date of Termination, and shall pay such unreimbursed expenses incurred through the Date of Termination by 365, payable no later than sixty as are subject to reimbursement pursuant to Section 4(d) (60) days following the Date of Termination; (iii) cash in an amount equal to the product of two times the Executive's annual base salary at the greater of (A) the rate in effect at the time Notice of Termination is given or (B) the rate in effect immediately preceding the Change in Control, payable in a lump sum; (iv) a lump sum cash amount equal to the product of two times the target annual bonus at the greater of (A) the target annual bonus in effect at the time Notice of Termination is given or (B) the target annual bonus in effect immediately preceding the Change in Control; (v) the continuation of the provision of health insurance, dental insurance and life insurance benefits for a period of two years following the Date of Termination to the Executive and the Executive's family at least equal to and to the same extent as those which would have been provided to them in accordance with the plans, programs, practices and policies of the Company as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Period or on the Date of Termination, at the election of the Executive; provided, however, that if the Executive becomes re-employed 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 will be secondary to those provided under such other plan during such applicable period of eligibilityamounts and benefits shall be hereinafter referred to as the “Other Benefits”).