Common use of Other Termination by the Company Clause in Contracts

Other Termination by the Company. (a) The Company may terminate the Term of Employment, other than a termination under Sections 5.1, 5.2, or 5.3, at any time upon written notice to you. In the event that your Term of Employment is so terminated, you will (subject to the requirements of Section 5.7) be treated as an employee of the Company (but without any title) until the end of the Severance Period (defined in Section 5.4(b) below) and entitled to receive Base Salary and Average Annual Bonus payments for that period in bi-weekly, substantially equal installments; provided however, that: (i) if you die during the Severance Period (defined in Section 5.4(b) below), your payments pursuant to this Section 5.4(a) shall cease, and your estate will be entitled to receive, in addition to any regular life insurance benefits paid by the Company, any payments due pursuant to this Section 5.4(a) through the date of your death; (ii) if you accept employment with any other corporation, partnership, trust, government or other entity during the Severance Period (defined in Section 5.4(b) below), or notify the Company in writing of your intention to terminate your status as an employee during the Severance Period, you will continue to receive all payments pursuant to this Section 5.4(a), but shall cease to be treated as an employee of the Company for purposes of your rights to receive the post-termination benefits described in Section 5.4(c) below, effective upon the commencement of such employment, or the effective date of such termination as specified by you in such notice; and (iii) if you accept employment with the Company or a related or affiliated entity during such period, including but not limited to TWI and its affiliates prior to the Spin-off, your payments pursuant to this Section 5.4(a) shall cease effective the first date of employment with TWI or such related or affiliated entity. (b) The “Severance Period” shall be 18 months. (c) During the period you are treated as an employee of the Company, unless prohibited by law, (i) you will continue to be eligible to participate in the Company’s health and life insurance plans on the same terms and conditions as regular full-time employees, (ii) the treatment of any equity awards held by you on the effective date of your termination will be determined in accordance with the applicable equity award agreements, and (iii) the treatment of any non-equity based long term incentive compensation awards held by you on the effective date of your termination will be determined in accordance with the applicable Long-Term Incentive Plans. However, during such period, you will not be entitled to any additional awards or grants under any equity plan or other Long-Term Incentive Plan or to continue elective deferrals in or accrue additional benefits under any qualified or nonqualified retirement programs maintained by the Company or TWI. (d) If the Company terminates the Term of Employment pursuant to this Section 5.4, any unpaid Bonus for the fiscal year of such termination or any prior fiscal year shall be paid in accordance with the terms of the relevant Bonus plan then in effect. (e) In the event that the Company terminates the Term of Employment pursuant to this Section 5.4, you shall not be required to take actions in order to mitigate your damages hereunder, unless Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), would apply to any payments to you by the Company and your failure to mitigate would result in the Company losing tax deductions to which it would otherwise have been entitled. In such an event, you will engage in whatever mitigation is necessary to preserve the Company’s tax deductions. With respect to the preceding sentences, any payments or rights to which you are entitled by reason of the termination of employment without cause shall be considered as damages hereunder. Any obligation to mitigate your damages pursuant to this Section 5.4(f) shall not be a defense or offset to the Company’s obligation to pay you in full the amounts provided in this Section 5.4 upon the occurrence of a termination by the Company pursuant to Section 5.4 at the times provided herein, or the timely and full performance of any of the Company’s other obligations under this Section 5.4. (f) If the Company does not offer to renew this Agreement upon expiration of the Term of Employment, and your employment is subsequently terminated by the Company for a reason other than Cause, such termination will be treated as a termination pursuant to Section 5.4 of this Agreement, except that the “Severance Period” shall be 12 months, and you will be subject to the requirements of Sections 5.7 and 6.

Other Termination by the Company. (a) The Company may terminate the Term of Employment, other than a termination under Sections 5.1, 5.2, or 5.3, at any time upon written notice to you. In the event that your Term of Employment is so terminated, you will (subject to the requirements of Section 5.7) be treated as an employee of the Company (but without any title) until the end of the Severance Period (defined in Section 5.4(b) below) and entitled to receive Base Salary and Average Annual target Bonus (as set forth in Section 3.2(a)) payments for that period in bi-weekly, substantially equal installments; provided however, that: (i) if you die during the Severance Period (defined in Section 5.4(b) below), your payments pursuant to this Section 5.4(a) shall cease, and your estate will be entitled to receive, in addition to any regular life insurance benefits paid by the Company, any payments due pursuant to this Section 5.4(a) through the date of your death; (ii) if you accept employment with any other corporation, partnership, trust, government or other entity during the Severance Period (defined in Section 5.4(b) below), or notify the Company in writing of your intention to terminate your status as an employee during the Severance Period, you will continue to receive all payments pursuant to this Section 5.4(a), but shall cease to be treated as an employee of the Company for purposes of your rights to receive the post-termination benefits described in Section 5.4(c) below, effective upon the commencement of such employment, or the effective date of such termination as specified by you in such notice; and (iii) if you accept employment with the Company TWI or a related or affiliated entity during such period, including but not limited to TWI and its affiliates prior to the Spin-off, your payments pursuant to this Section 5.4(a) shall cease effective the first date of employment with TWI or such related or affiliated entity. (b) The “Severance Period” shall be 18 months. (c) During the period you are treated as an employee of the Company, unless prohibited by law, (i) you will continue to be eligible to participate in the Company’s health and life insurance plans on the same terms and conditions as regular full-time employees, (ii) the treatment of any equity awards held by you on the effective date of your termination will be determined in accordance with the applicable equity award agreements, and (iii) the treatment of any non-equity based long term incentive compensation awards held by you on the effective date of your termination will be determined in accordance with the applicable Long-Term Incentive Plans. However, during such period, you will not be entitled to any additional awards or grants under any equity plan or other Long-Term Incentive Plan or to continue elective deferrals in or accrue additional benefits under any qualified or nonqualified retirement programs maintained by the Company or TWI. (d) If the Company terminates the Term of Employment pursuant to this Section 5.4, any unpaid Bonus for the fiscal year of such termination or any prior fiscal year shall be paid in accordance with the terms of the relevant Bonus plan then in effect. (e) In the event that the Company terminates the Term of Employment pursuant to this Section 5.4, you shall not be required to take actions in order to mitigate your damages hereunder, unless Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), would apply to any payments to you by the Company and your failure to mitigate would result in the Company losing tax deductions to which it would otherwise have been entitled. In such an event, you will engage in whatever mitigation is necessary to preserve the Company’s tax deductions. With respect to the preceding sentences, any payments or rights to which you are entitled by reason of the termination of employment without cause shall be considered as damages hereunder. Any obligation to mitigate your damages pursuant to this Section 5.4(f) shall not be a defense or offset to the Company’s obligation to pay you in full the amounts provided in this Section 5.4 upon the occurrence of a termination by the Company pursuant to Section 5.4 at the times provided herein, or the timely and full performance of any of the Company’s other obligations under this Section 5.4. (f) If the Company does not offer to renew this Agreement upon expiration of the Term of Employment, and your employment is subsequently terminated by the Company for a reason other than Cause, such termination will be treated as a termination pursuant to Section 5.4 of this Agreement, except that the “Severance Period” shall be 12 months, and you will be subject to the requirements of Sections 5.7 and 6.

Other Termination by the Company. (a) The Company may terminate your employment during the Term of Employment, other than a termination under Sections 5.1, 5.2, or 5.3, at any time upon written notice to you. In the event that your Term of Employment employment is so terminated, in addition to the Termination Entitlement, you will receive (subject to the requirements of Section 5.7) be treated as an employee of ), for the Company (but without any title) until the end duration of the Severance Period (defined in Section 5.4(b) below) ), bi-weekly payments made in substantially equal installments in accordance with the customary payroll practices of the Company, and entitled subject to receive payroll deductions and required withholdings, at an annualized rate equal to the sum of your Base Salary and Average Annual Bonus payments for that period in bi-weekly, substantially equal installmentsBonus; provided however, that: (i) if you die during the Severance Period (defined in Section 5.4(b) below)Period, your payments pursuant to this Section 5.4(a) shall cease, and your estate will be entitled to receive, in addition to any regular life insurance benefits paid by the Company, any payments due pursuant to this Section 5.4(a) through the date of your death; (ii) if you accept benefits-eligible employment with any other corporation, partnership, trust, government or other entity during the Severance Period (defined in Section 5.4(bnotice of such employment to be provided to the Company within ten (10) below), business days) or otherwise notify the Company in writing of your intention to terminate your status as an employee benefits during the Severance Period, you will continue to receive all payments pursuant to this Section 5.4(a), but shall cease to be treated as an employee of the Company for purposes of your rights to receive the any applicable post-termination benefits described in Section 5.4(c) below, effective upon the commencement of such employment, employment or the effective date of such termination as specified by you in such noticeyour notice of intention to terminate benefits; and (iii) if you accept employment with the Company or a related or affiliated entity during such period, including but not limited to TWI and its affiliates prior to the Spin-offSeverance Period, your payments pursuant to this Section 5.4(a) shall cease effective the first date of employment with TWI or such related or affiliated entity. (b) The “Severance Period” shall be 18 12 months. (c) During the period you are treated as an employee of the CompanySeverance Period, unless prohibited by law, (i) you will continue to be eligible to participate in the Company’s health and life insurance plans on the same terms and conditions as regular full-time employees, (ii) . During the treatment of any equity awards held by you on the effective date of your termination will be determined in accordance with the applicable equity award agreements, and (iii) the treatment of any non-equity based long term incentive compensation awards held by you on the effective date of your termination will be determined in accordance with the applicable Long-Term Incentive Plans. However, during such periodSeverance Period, you will not be entitled to any additional awards or grants under any equity plan or other Long-Term Incentive Plan or to continue elective deferrals in or accrue additional benefits under the Company’s 401(k) plan or any other qualified or nonqualified retirement programs maintained by the Company or TWICompany. (d) If the Company terminates your employment during the Term of Employment pursuant to this Section 5.4, any unpaid provided that you have participated in the AIP plan for at least six months of the fiscal year, you will receive an additional severance payment in lieu of an AIP Bonus payment in the amount of what you would have earned under the AIP plan if your employment had not terminated, calculated using a prorated target based on the number of days you were employed during the plan year, a strategic rating of 100% and actual Company/Division financial performance. This severance payment will be paid at the same time AIP bonus payments for the fiscal applicable plan year of such termination or any prior fiscal year shall be paid in accordance with the terms of the relevant Bonus plan then in effectare made to active employees. (e) In the event that the Company terminates the Term of Employment pursuant to this Section 5.4, you shall not be required to take actions in order to mitigate your damages hereunder, unless Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), would apply to any payments to you by the Company and your failure to mitigate would result in the Company losing tax deductions to which it would otherwise have been entitled. In such an event, you will engage in whatever mitigation is necessary to preserve the Company’s tax deductions. With respect to the preceding sentences, any payments or rights to which you are entitled by reason of the termination of employment without cause shall be considered as damages hereunder. Any obligation to mitigate your damages pursuant to this Section 5.4(f) shall not be a defense or offset to the Company’s obligation to pay you in full the amounts provided in this Section 5.4 upon the occurrence of a termination by the Company pursuant to Section 5.4 at the times provided herein, or the timely and full performance of any of the Company’s other obligations under this Section 5.4. (f) If the Company does not offer to renew this Agreement upon expiration of the Term of Employment, and your employment is subsequently terminated by the Company for a reason other than Cause, such termination will be treated as a termination pursuant to Section 5.4 of this Agreement, except that the “Severance Period” shall be 12 months, and you will be subject to the requirements of Sections 5.7 and 6.

Other Termination by the Company. (a) The Company may terminate your employment during the Term of Employment, other than a termination under Sections 5.1, 5.2, or 5.3, at any time upon written notice to you. In the event that your Term of Employment employment is so terminated, in addition to the Termination Entitlement, you will receive (subject to the requirements of Section 5.7) be treated as an employee of ), for the Company (but without any title) until the end duration of the Severance Period (defined in Section 5.4(b) below) ), bi-weekly payments made in substantially equal installments in accordance with the customary payroll practices of the Company, and entitled subject to receive payroll deductions and required withholdings, at an annualized rate equal to the sum of your Base Salary and Average Annual Bonus payments for that period in bi-weekly, substantially equal installmentsBonus; provided however, that: (i) if you die during the Severance Period (defined in Section 5.4(b) below)Period, your payments pursuant to this Section 5.4(a) ), except for the Termination Entitlement, shall cease, and your estate will be entitled to receive, in addition to any regular life insurance benefits paid by the Company, any payments due pursuant to this Section 5.4(a) through the date of your death; (ii) if you accept benefits-eligible employment with any other corporation, partnership, trust, government or other entity during the Severance Period (defined in Section 5.4(bnotice of such employment to be provided to the Company within ten (10) below), business days) or otherwise notify the Company in writing of your intention to terminate your status as an employee benefits during the Severance Period, you will continue to receive all payments pursuant to this Section 5.4(a), but shall cease to be treated as an employee of the Company for purposes of your rights to receive the any applicable post-termination benefits described in Section 5.4(c) below, effective upon the commencement of such employment, employment or the effective date of such termination as specified by you in such noticeyour notice of intention to terminate benefits. Unless the employment violates Section 6 or the provisions of Section 6.1(f) apply, you will continue to receive all payments pursuant to Section 5.4(a); and (iii) if you accept employment with the Company or a related or affiliated entity during such period, including but not limited to TWI and its affiliates prior to the Spin-offSeverance Period, your payments pursuant to this Section 5.4(a) shall cease effective the first date of employment with TWI the Company or with such related or affiliated entity. (b) The “Severance Period” shall be 18 months. (c) During the period you are treated as an employee of the CompanySeverance Period, unless prohibited by law, (i) you will continue to be eligible to participate in the Company’s health and life insurance plans on the same terms and conditions as regular full-time employees, (ii) . During the treatment of any equity awards held by you on the effective date of your termination will be determined in accordance with the applicable equity award agreements, and (iii) the treatment of any non-equity based long term incentive compensation awards held by you on the effective date of your termination will be determined in accordance with the applicable Long-Term Incentive Plans. However, during such periodSeverance Period, you will not be entitled to any additional awards or grants under any equity plan or other Long-Term Incentive Plan or to continue elective deferrals in or accrue additional benefits under the Company’s 401(k) plan or any other qualified or nonqualified retirement programs maintained by the Company or TWICompany. (d) If the Company terminates your employment during the Term of Employment pursuant to this Section 5.4, any unpaid provided that you have participated in the Bonus plan for at least six months of the plan year, you will receive an additional severance payment in lieu of a Bonus payment in the amount of what you would have earned under the Bonus plan if your employment had not terminated, calculated using a prorated target based on the number of days you were employed during the plan year, a strategic rating of 100% and actual Company/Division financial performance. This severance payment will be paid at the same time Bonus payments for the fiscal applicable plan year of such termination or any prior fiscal year shall be paid in accordance with the terms of the relevant Bonus plan then in effectare made to active employees. (e) In the event that the Company terminates the Term of Employment pursuant to this Section 5.4, you shall not be required to take actions in order to mitigate your damages hereunder, unless Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), would apply to any payments to you by the Company and your failure to mitigate would result in the Company losing tax deductions to which it would otherwise have been entitled. In such an event, you will engage in whatever mitigation is necessary to preserve the Company’s tax deductions. With respect to the preceding sentences, any payments or rights to which you are entitled by reason of the termination of employment without cause shall be considered as damages hereunder. Any obligation to mitigate your damages pursuant to this Section 5.4(f) shall not be a defense or offset to the Company’s obligation to pay you in full the amounts provided in this Section 5.4 upon the occurrence of a termination by the Company pursuant to Section 5.4 at the times provided herein, or the timely and full performance of any of the Company’s other obligations under this Section 5.4. (f) If the Company does not offer to renew this Agreement upon expiration of the Term of Employment, and your employment is subsequently terminated by the Company for a reason other than Cause, such termination will be treated as a termination pursuant to Section 5.4 of this Agreement, except that the “Severance Period” shall be 12 months, and you will be subject to the requirements of Sections 5.7 and 6.

Other Termination by the Company. (a) The Company may terminate your employment during the Term of Employment, other than a termination under Sections 5.1, 5.2, or 5.3, at any time upon written notice to you. In the event that your Term of Employment employment is so terminated, in addition to the Termination Entitlement, you will receive (subject to the requirements of Section 5.7) be treated as an employee of ), for the Company (but without any title) until the end duration of the Severance Period (defined in Section 5.4(b) below) ), bi-weekly payments made in substantially equal installments in accordance with the customary payroll practices of the Company, and entitled subject to receive payroll deductions and required withholdings, at an annualized rate equal to the sum of your Base Salary and Average Annual Bonus payments for that period in bi-weekly, substantially equal installmentsBonus; provided however, that: (i) if you die during the Severance Period (defined in Section 5.4(b) below)Period, your payments pursuant to this Section 5.4(a) shall cease, and your estate will be entitled to receive, in addition to any regular life insurance benefits paid by the Company, any payments due pursuant to this Section 5.4(a) through the date of your death; (ii) if you accept benefits-eligible employment with any other corporation, partnership, trust, government or other entity during the Severance Period (defined in Section 5.4(bnotice of such employment to be provided to the Company within ten (10) below), business days) or otherwise notify the Company in writing of your intention to terminate your status as an employee benefits during the Severance Period, you will continue to receive all payments pursuant to this Section 5.4(a), but shall cease to be treated as an employee of the Company for purposes of your rights to receive the any applicable post-termination benefits described in Section 5.4(c) below, effective upon the commencement of such employment, employment or the effective date of such termination as specified by you in such noticeyour notice of intention to terminate benefits; and (iii) if you accept employment with the Company or a related or affiliated entity during such period, including but not limited to TWI and its affiliates prior to the Spin-offSeverance Period, your payments pursuant to this Section 5.4(a) shall cease effective the first date of employment with TWI or such related or affiliated entity. (b) The “Severance Period” shall be 18 12 months. (c) During the period you are treated as an employee of the CompanySeverance Period, unless prohibited by law, (i) you will continue to be eligible to participate in the Company’s health and life insurance plans on the same terms and conditions as regular full-time employees, (ii) . During the treatment of any equity awards held by you on the effective date of your termination will be determined in accordance with the applicable equity award agreements, and (iii) the treatment of any non-equity based long term incentive compensation awards held by you on the effective date of your termination will be determined in accordance with the applicable Long-Term Incentive Plans. However, during such periodSeverance Period, you will not be entitled to any additional awards or grants under any equity plan or other Long-Term Incentive Plan or to continue elective deferrals in or accrue additional benefits under the Company’s 401(k) plan or any other qualified or nonqualified retirement programs maintained by the Company or TWICompany. (d) If the Company terminates your employment during the Term of Employment pursuant to this Section 5.4, any unpaid provided that you have participated in the AIP plan for at least six months of the fiscal year, you will receive an additional severance payment in lieu of an AIP Bonus payment in the amount of what you would have earned under the AIP plan if your employment had not terminated, calculated using a prorated target based on the number of days you were employed during the plan year, a strategic rating of 100% and actual Company/Division financial performance. This severance payment will be paid at the same time AIP bonus payments for the fiscal applicable plan year of such termination or any prior fiscal year shall be paid in accordance with the terms of the relevant Bonus plan then in effectare made to active employees. (e) In the event that the Company terminates the Term of Employment pursuant to this Section 5.4, you shall not be required to take actions in order to mitigate your damages hereunder, unless Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), would apply to any payments to you by the Company and your failure to mitigate would result in the Company losing tax deductions to which it would otherwise have been entitled. In such an event, you will engage in whatever mitigation is necessary to preserve the Company’s tax deductions. With respect to the preceding sentences, any payments or rights to which you are entitled by reason of the termination of employment without cause shall be considered as damages hereunder. Any obligation to mitigate your damages pursuant to this Section 5.4(f) shall not be a defense or offset to the Company’s obligation to pay you in full the amounts provided in this Section 5.4 upon the occurrence of a termination by the Company pursuant to Section 5.4 at the times provided herein, or the timely and full performance of any of the Company’s other obligations under this Section 5.4. (f) If the Company does not offer to renew this Agreement upon expiration of the Term of Employment, and your employment is subsequently terminated by the Company for a reason other than Cause, such termination will be treated as a termination pursuant to Section 5.4 of this Agreement, except that the “Severance Period” shall be 12 months, and you will be subject to the requirements of Sections 5.7 and 6.

Other Termination by the Company. (a) The Company may terminate your employment during the Term of Employment, other than a termination under Sections 5.14.1, 5.24.2, 4.3 or 5.34.4, at any time upon written notice to you. In the event that your employment is so terminated during the Term of Employment is so terminatedEmployment, in addition to the Termination Entitlement, you will receive (subject to the requirements of Section 5.7) be treated as an employee of 4.8), for the Company (but without any title) until the end duration of the Severance Period (defined in Section 5.4(b4.4(b) below) and entitled to receive Base Salary and Average Annual Bonus payments for that period in ), bi-weekly, weekly payments made in substantially equal installmentsinstallments in accordance with the customary payroll practices of the Company, and subject to payroll deductions and required withholdings, at an annualized rate equal to your Base Salary; provided however, that: (i) if you die during the Severance Period (defined in Section 5.4(b) below)Period, your payments pursuant to this Section 5.4(a4.5(a) shall cease, and your estate will be entitled to receive, in addition to any regular life insurance benefits paid by the Company, any payments due pursuant to this Section 5.4(a4.5(a) through the date of your death; (ii) if you accept benefits-eligible employment with any other corporation, partnership, trust, government or other entity during the Severance Period (defined in Section 5.4(bnotice of such employment to be provided to the Company within ten (10) below), business days) or otherwise notify the Company in writing of your intention to terminate your status as an employee benefits during the Severance Period, you will continue to receive all payments pursuant to this Section 5.4(a4.5(a), but shall cease to be treated as an employee of the Company for purposes of your rights to receive the any applicable post-termination benefits described in Section 5.4(c4.5(c) below, effective upon the commencement of such employment, employment or the effective date of such termination as specified by you in such notice; andyour notice of intention to terminate benefits; (iii) if you accept employment with the Company or a related or affiliated entity an Affiliate during such period, including but not limited to TWI and its affiliates prior to the Spin-offSeverance Period, your payments pursuant to this Section 5.4(a) 4.5 shall cease effective the first date of employment with TWI the Company or with such related or affiliated entity; (iv) you understand that Base Salary shall not include any additional compensation or incentives and that severance does not include any bonus that has not already been paid out; and (v) you understand that this Section only applies if you are terminated from employment for any reason other than under Sections 4.1, 4.2, 4.3 or 4.4 during the Term of Employment. (b) The “Severance Period” shall be 18 twelve (12) months. (c) During Subject to (A) your timely election of continuation coverage under the period Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and (B) your continued copayment of premiums at the same level and cost to you are treated as if you were an employee of the CompanyCompany (excluding, unless prohibited by lawfor purposes of calculating cost, (i) you will continue an employee’s ability to be eligible to participate pay premiums with pre-tax dollars), continued participation in the Company’s group health plan (to the extent permitted under applicable law and life insurance plans the terms of such plan) which covers you (and your eligible dependents) during the Severance Period at the Company’s expense, provided that you are eligible and remains eligible for COBRA coverage. Notwithstanding the foregoing, the Company shall not be obligated to provide the continuation coverage contemplated by this Section 4.5(c) if it would result in the imposition of excise taxes on the same terms and conditions as regular full-time employees, (ii) the treatment of any equity awards held by you on the effective date of your termination will be determined in accordance Company for failure to comply with the applicable equity award agreementsnondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (iii) to the treatment of any non-equity based long term incentive compensation awards held by you on extent applicable). During the effective date of your termination will be determined in accordance with the applicable Long-Term Incentive Plans. However, during such periodSeverance Period, you will not be entitled to any additional awards or grants under any equity plan or other Long-Term Incentive Plan any incentive plan or to continue elective deferrals in or accrue additional benefits under the Company’s 401(k) plan or any other qualified or nonqualified retirement programs maintained by the Company or TWICompany. (d) If the Company terminates the Term of Employment pursuant to this Section 5.4, any unpaid Bonus for the fiscal year of such termination or any prior fiscal year shall be paid in accordance with the terms of the relevant Bonus plan then in effect. (e) In the event that the Company terminates the Term of Employment pursuant to this Section 5.4, you shall not be required to take actions in order to mitigate your damages hereunder, unless Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), would apply to any payments to you by the Company and your failure to mitigate would result in the Company losing tax deductions to which it would otherwise have been entitled. In such an event, you will engage in whatever mitigation is necessary to preserve the Company’s tax deductions. With respect to the preceding sentences, any Any payments or rights to which you are entitled by reason of the termination of employment without cause shall be considered as damages hereunder. Any obligation to mitigate your damages pursuant to this Section 5.4(f) shall not be a defense or offset to the Company’s obligation to pay you in full the amounts benefits provided in this Section 5.4 upon the occurrence of a termination by the Company pursuant to Section 5.4 at the times provided herein, or the timely and full performance of any of the Company’s other obligations under this Section 5.4. (f) If the Company does not offer to renew this Agreement upon expiration of the Term of Employment, and your employment is subsequently terminated by the Company for a reason other than Cause, such termination will be treated as a termination pursuant to Section 5.4 of this Agreement, except that the “Severance Period” 4.5 shall be 12 monthsin lieu of and offset any payments required under federal, and you will be subject to state or local laws including, but not limited to, any notice pay required under the requirements of Sections 5.7 and 6federal Worker’s Adjustment Retraining Notification (“WARN”) Act or state equivalent.

Other Termination by the Company. (a) The Company may terminate your employment during the Term of Employment, other than a termination under Sections 5.1, 5.2, or 5.3, at any time upon written notice to you. In the event that your Term of Employment employment is so terminated, in addition to the Termination Entitlement, you will receive (subject to the requirements of Section 5.7) be treated as an employee of ), for the Company (but without any title) until the end duration of the Severance Period (defined in Section 5.4(b) below) ), bi-weekly payments made in substantially equal installments in accordance with the customary payroll practices of the Company, and entitled subject to receive payroll deductions and required withholdings, at an annualized rate equal to the sum of your Base Salary and Average Annual Bonus payments for that period in bi-weekly, substantially equal installmentsBonus; provided however, that: (i) if you die during the Severance Period (defined in Section 5.4(b) below)Period, your payments pursuant to this Section 5.4(a) shall cease, and your estate will be entitled to receive, in addition to any regular life insurance benefits paid by the Company, any payments due pursuant to this Section 5.4(a) through the date of your death; (ii) if you accept benefits-eligible employment with any other corporation, partnership, trust, government or other entity during the Severance Period (defined in Section 5.4(bnotice of such employment to be provided to the Company within ten (10) below), business days) or otherwise notify the Company in writing of your intention to terminate your status as an employee benefits during the Severance Period, you will continue to receive all payments pursuant to this Section 5.4(a), but shall cease to be treated as an employee of the Company for purposes of your rights to receive the any applicable post-termination benefits described in Section 5.4(c) belowParagraph 3 above, effective upon the commencement of such employment, employment or the effective date of such termination as specified by you in such noticeyour notice of intention to terminate benefits. Unless the employment violates Section 6 of the Employment Agreement, you will continue to receive all payments pursuant to this Separation Agreement; and (iii) if you accept employment with the Company or a related or affiliated entity during such period, including but not limited to TWI and its affiliates prior to the Spin-offSeverance Period, your payments pursuant to this Section 5.4(a) shall cease effective the first date of employment with TWI the Company or with such related or affiliated entity. (b) The “Severance Period” shall be 18 12 months. (c) During the period you are treated as an employee of the CompanySeverance Period, unless prohibited by law, (i) you will continue to be eligible to participate in the Company’s health and life insurance plans on the same terms and conditions as regular full-time employees, (ii) . During the treatment of any equity awards held by you on the effective date of your termination will be determined in accordance with the applicable equity award agreements, and (iii) the treatment of any non-equity based long term incentive compensation awards held by you on the effective date of your termination will be determined in accordance with the applicable Long-Term Incentive Plans. However, during such periodSeverance Period, you will not be entitled to any additional awards or grants under any equity plan or other Long-Term Incentive Plan or to continue elective deferrals in or accrue additional benefits under the Company’s 401(k) plan or any other qualified or nonqualified retirement programs maintained by the Company or TWICompany. (d) If the Company terminates your employment during the Term of Employment pursuant to this Section 5.4, any unpaid provided that you have participated in the Bonus plan for at least six months of the plan year, you will receive an additional severance payment in lieu of a Bonus payment in the amount of what you would have earned under the Bonus plan if your employment had not terminated, calculated using a prorated target based on the number of days you were employed during the plan year, a strategic rating of 100% and actual Company/Division financial performance. This severance payment will be paid at the same time Bonus payments for the fiscal applicable plan year of such termination or any prior fiscal year shall be paid in accordance with the terms of the relevant Bonus plan then in effectare made to active employees. (e) In the event that the Company terminates the Term of Employment pursuant to this Section 5.4, you shall not be required to take actions in order to mitigate your damages hereunder, unless Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), would apply to any payments to you by the Company and your failure to mitigate would result in the Company losing tax deductions to which it would otherwise have been entitled. In such an event, you will engage in whatever mitigation is necessary to preserve the Company’s tax deductions. With respect to the preceding sentences, any payments or rights to which you are entitled by reason of the termination of employment without cause shall be considered as damages hereunder. Any obligation to mitigate your damages pursuant to this Section 5.4(f) shall not be a defense or offset to the Company’s obligation to pay you in full the amounts provided in this Section 5.4 upon the occurrence of a termination by the Company pursuant to Section 5.4 at the times provided herein, or the timely and full performance of any of the Company’s other obligations under this Section 5.4. (f) If the Company does not offer to renew this Agreement upon expiration of the Term of Employment, and your employment is subsequently terminated by the Company for a reason other than Cause, such termination will be treated as a termination pursuant to Section 5.4 of this Agreement, except that the “Severance Period” shall be 12 months, and you will be subject to the requirements of Sections 5.7 and 6.

Other Termination by the Company. (a) The Company may terminate the Term of Employment, other than a termination under Sections 5.1, 5.2, or 5.3, at any time upon written notice to you. In the event that your Term of Employment is so terminated, you will (subject to the requirements of Section 5.7) be treated as an employee of the Company (but without any title) until the end of the Severance Period (defined in Section 5.4(b) below) and entitled to receive Base Salary and Average Annual Bonus payments for that period in bi-weekly, substantially equal installments; provided however, that: (i) i. if you die during the Severance Period (defined in Section 5.4(b) below), your payments pursuant to this Section 5.4(a) shall cease, and your estate will be entitled to receive, in addition to any regular life insurance benefits paid by the Company, any payments due pursuant to this Section 5.4(a) through the date of your death; (ii) . if you accept employment with any other corporation, partnership, trust, government or other entity during the Severance Period (defined in Section 5.4(b) below), or notify the Company in writing of your intention to terminate your status as an employee during the Severance Period, you will continue to receive all payments pursuant to this Section 5.4(a), but shall cease to be treated as an employee of the Company for purposes of your rights to receive the post-termination benefits described in Section 5.4(c) below, effective upon the commencement of such employment, or the effective date of such termination as specified by you in such notice; and (iii) . if you accept employment with the Company or a related or affiliated entity during such period, including but not limited to TWI and its affiliates prior to the Spin-off, your payments pursuant to this Section 5.4(a) shall cease effective the first date of employment with TWI or such related or affiliated entity. (b) The “Severance Period” shall be 18 months. (c) During the period you are treated as an employee of the Company, unless prohibited by law, (i) you will continue to be eligible to participate in the Company’s health and life insurance plans on the same terms and conditions as regular full-time employees, (ii) the treatment of any equity awards held by you on the effective date of your termination will be determined in accordance with the applicable equity award agreements, and (iii) the treatment of any non-equity based long term incentive compensation awards held by you on the effective date of your termination will be determined in accordance with the applicable Long-Term Incentive Plans. However, during such period, you will not be entitled to any additional awards or grants under any equity plan or other Long-Term Incentive Plan or to continue elective deferrals in or accrue additional benefits under any qualified or nonqualified retirement programs maintained by the Company or TWI. (d) If the Company terminates the Term of Employment pursuant to this Section 5.4, any unpaid Bonus for the fiscal year of such termination or any prior fiscal year shall be paid in accordance with the terms of the relevant Bonus plan then in effect. (e) In the event that the Company terminates the Term of Employment pursuant to this Section 5.4, you shall not be required to take actions in order to mitigate your damages hereunder, unless Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), would apply to any payments to you by the Company and your failure to mitigate would result in the Company losing tax deductions to which it would otherwise have been entitled. In such an event, you will engage in whatever mitigation is necessary to preserve the Company’s tax deductions. With respect to the preceding sentences, any payments or rights to which you are entitled by reason of the termination of employment without cause shall be considered as damages hereunder. Any obligation to mitigate your damages pursuant to this Section 5.4(f) shall not be a defense or offset to the Company’s obligation to pay you in full the amounts provided in this Section 5.4 upon the occurrence of a termination by the Company pursuant to Section 5.4 at the times provided herein, or the timely and full performance of any of the Company’s other obligations under this Section 5.4. (f) If the Company does not offer to renew this Agreement upon expiration of the Term of Employment, and your employment is subsequently terminated by the Company for a reason other than Cause, such termination will be treated as a termination pursuant to Section 5.4 of this Agreement, except that the “Severance Period” shall be 12 months, and you will be subject to the requirements of Sections 5.7 and 6.

Other Termination by the Company. (a) The Company may terminate your employment during the Term of Employment, other than a termination under Sections 5.1, 5.2, . or 5.3, at any time upon written notice to you. In the event that your Term of Employment employment is so terminated, in addition to the Termination Entitlement, you will receive (subject to the requirements of Section 5.7) be treated as an employee of 5.9), for the Company (but without any title) until the end duration of the Severance Period (defined in Section 5.4(b) below) ), bi-weekly payments made in substantially equal installments in accordance with the customary payroll practices of the Company, and entitled subject to receive payroll deductions and required withholdings, at an annualized rate equal to the sum of your then Base Salary and Average Annual Bonus payments for that period in bi-weekly, substantially equal installmentsBonus; provided however, that: (i) if you die during the Severance Period (defined in Section 5.4(b) below), Period. your payments pursuant to this Section 5.4(a) shall cease, and your estate will be entitled to receive, in addition to any regular life insurance benefits paid by the Company, any payments due pursuant to this Section 5.4(a) through the date of your death; (ii) if you accept benefits-eligible employment with any other corporation, partnership, . trust, government or other entity during the Severance Period (defined in Section 5.4(bnotice of such employment to be provided to the Company within ten (10) below), business days) or otherwise notify the Company in writing of your intention to terminate your status as an employee benefits during the Severance Period, then you will continue to receive all payments pursuant to this Section 5.4(a), . but shall cease to be treated as an employee of the Company for purposes of your rights to receive the any applicable post-termination benefits described in Section 5.4(c) below, effective upon the commencement of such employment, employment or the effective date of such termination as specified by you in your notice of intention to terminate benefits; (iii) in the event that you suffer a Qualifying Termination within 12 months following a Change in Control, the severance benefits payable under your employment agreement will be payable to you in a single lump sum within 70 days of the date of such noticetermination of employment; and (iiiiv) if you accept employment with the Company or a related or an affiliated entity during such period, including but not limited to TWI and its affiliates prior to the Spin-offSeverance Period, your payments pursuant to this Section 5.4(a) shall cease effective the first date of employment with TWI or such related or affiliated entity. (b) The “"Severance Period” " shall be 18 24 months. (c) During the period you are treated as an employee of the CompanySeverance Period, unless prohibited by law, (i) you will continue to be eligible to participate in the Company’s health and 's life insurance plans on the same terms and conditions as regular full-time employees, employees and (ii) the treatment Company will either pay your cost of COBRA coverage or reimburse you for such COBRA coverage for you and your eligible dependents in respect of any equity awards held period that you are eligible to elect such coverage by you on reason of such Qualifying Termination. During the effective date of your termination will be determined in accordance with the applicable equity award agreements, and (iii) the treatment of any non-equity based long term incentive compensation awards held by you on the effective date of your termination will be determined in accordance with the applicable Long-Term Incentive Plans. However, during such periodSeverance Period, you will not be entitled to any additional awards or grants under any equity plan or other Longlong-Term Incentive Plan term incentive plan or to continue elective deferrals in or accrue additional benefits under the Company's 401(k) plan or any other qualified or nonqualified retirement programs maintained by the Company or TWICompany. (d) If the Company terminates your employment during the Term of Employment pursuant to this Section 5.4, any unpaid Bonus provided that you have participated in the AIP for at least six months of the applicable fiscal year, you will receive an additional severance payment in lieu of an AIP bonus payment in the amount of what you would have earned under the AIP if your employment had not terminated, calculated using a prorated target based on the number of days you were employed during the plan year, a strategic rating of 100% and actual Company/Division financial performance. This severance payment will be paid at the same time AIP bonus payments for the fiscal applicable plan year of such termination or any prior fiscal year shall be paid in accordance with the terms of the relevant Bonus plan then in effectare made to active employees. (e) In the event that the Company terminates the Term of Employment pursuant to this Section 5.45.4 or you terminate your employment for Good Reason under Section 5.5, you shall not be required to take actions in order to mitigate your damages hereunder, unless Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), would apply to any payments to you by hereunder and the Company and shall have no right to offset against any amounts that you are entitled to receive under this Agreement any amounts that you earn or receive after the termination of your failure to mitigate would result in the Company losing tax deductions to which it would otherwise have been entitledemployment. In such an event, you will engage in whatever mitigation is necessary to preserve the Company’s tax deductions. With respect to the preceding sentences, any Any payments or rights to which you are entitled by reason of the termination of employment without cause shall be considered as liquidated damages hereunder. Any obligation to mitigate your damages pursuant to this Section 5.4(f) shall not be a defense or offset to the Company’s obligation to pay you in full the amounts provided in this Section 5.4 upon the occurrence of a termination by the Company pursuant to Section 5.4 at the times provided herein, or the timely and full performance of any of the Company’s other obligations under this Section 5.4. (f) If the Company does not offer to renew this Agreement upon expiration of the Term of Employment, and your employment is subsequently terminated by the Company for a reason other than CauseCause or by you for Good Reason (as described in Section 5.5 below), such termination will be treated as a termination pursuant to Section 5.4 of this Agreement, except that the “"Severance Period” " shall be 12 months, and you will be subject to the requirements of Sections 5.7 5.9 and 6.

Other Termination by the Company. (a) The Company may terminate your employment during the Term of Employment, other than a termination under Sections 5.1, 5.2, or 5.3, at any time upon written notice to you. In the event that your Term of Employment employment is so terminated, in addition to the Termination Entitlement, you will receive (subject to the requirements of Section 5.7) be treated as an employee of ), for the Company (but without any title) until the end duration of the Severance Period (defined in Section 5.4(b) below) ), bi-weekly payments made in substantially equal installments in accordance with the customary payroll practices of the Company, and entitled subject to receive payroll deductions and required withholdings, at an annualized rate equal to the sum of your Base Salary and Average Annual Bonus payments for that period in bi-weekly, substantially equal installmentsBonus; provided however, that: (i) if you die during the Severance Period (defined in Section 5.4(b) below)Period, your payments pursuant to this Section 5.4(a) shall cease, and your estate will be entitled to receive, in addition to any regular life insurance benefits paid by the Company, any payments due pursuant to this Section 5.4(a) through the date of your death; (ii) if you accept benefits-eligible employment with any other corporation, partnership, trust, government or other entity during the Severance Period (defined in Section 5.4(bnotice of such employment to be provided to the Company within ten (10) below), business days) or otherwise notify the Company in writing of your intention to terminate your status as an employee benefits during the Severance Period, you will continue to receive all payments pursuant to this Section 5.4(a), but shall cease to be treated as an employee of the Company for purposes of your rights to receive the any applicable post-termination benefits described in Section 5.4(c) below, effective upon the commencement of such employment, employment or the effective date of such termination as specified by you in such noticeyour notice of intention to terminate benefits. Unless the employment violates Section 6, you will continue to receive all payments pursuant to Section 5.4(a); and (iii) if you accept employment with the Company or a related or affiliated entity during such period, including but not limited to TWI and its affiliates prior to the Spin-offSeverance Period, your payments pursuant to this Section 5.4(a) shall cease effective the first date of employment with TWI the Company or with such related or affiliated entity. (b) The “Severance Period” shall be 18 12 months. (c) During the period you are treated as an employee of the CompanySeverance Period, unless prohibited by law, (i) you will continue to be eligible to participate in the Company’s health and life insurance plans on the same terms and conditions as regular full-time employees, (ii) . During the treatment of any equity awards held by you on the effective date of your termination will be determined in accordance with the applicable equity award agreements, and (iii) the treatment of any non-equity based long term incentive compensation awards held by you on the effective date of your termination will be determined in accordance with the applicable Long-Term Incentive Plans. However, during such periodSeverance Period, you will not be entitled to any additional awards or grants under any equity plan or other Long-Term Incentive Plan or to continue elective deferrals in or accrue additional benefits under the Company’s 401(k) plan or any other qualified or nonqualified retirement programs maintained by the Company or TWICompany. (d) If the Company terminates your employment during the Term of Employment pursuant to this Section 5.4, any unpaid provided that you have participated in the Bonus plan for at least six months of the plan year, you will receive an additional severance payment in lieu of a Bonus payment in the amount of what you would have earned under the Bonus plan if your employment had not terminated, calculated using a prorated target based on the number of days you were employed during the plan year, a strategic rating of 100% and actual Company/Division financial performance. This severance payment will be paid at the same time Bonus payments for the fiscal applicable plan year of such termination or any prior fiscal year shall be paid in accordance with the terms of the relevant Bonus plan then in effectare made to active employees. (e) In the event that the Company terminates the Term of Employment pursuant to this Section 5.4, you shall not be required to take actions in order to mitigate your damages hereunder, unless Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), would apply to any payments to you by the Company and your failure to mitigate would result in the Company losing tax deductions to which it would otherwise have been entitled. In such an event, you will engage in whatever mitigation is necessary to preserve the Company’s tax deductions. With respect to the preceding sentences, any payments or rights to which you are entitled by reason of the termination of employment without cause shall be considered as damages hereunder. Any obligation to mitigate your damages pursuant to this Section 5.4(f) shall not be a defense or offset to the Company’s obligation to pay you in full the amounts provided in this Section 5.4 upon the occurrence of a termination by the Company pursuant to Section 5.4 at the times provided herein, or the timely and full performance of any of the Company’s other obligations under this Section 5.4. (f) If the Company does not offer to renew this Agreement upon expiration of the Term of Employment, and your employment is subsequently terminated by the Company for a reason other than Cause, such termination will be treated as a termination pursuant to Section 5.4 of this Agreement, except that the “Severance Period” shall be 12 months, and you will be remain subject to the requirements of Sections 5.7 and 6.

Other Termination by the Company. (a) The Company may terminate the Term of Employment, other than a termination under Sections 5.1, 5.2, or 5.3, at any time upon written notice to you. In the event that your Term of Employment is so terminated, you will (subject to the requirements of Section 5.7) be treated as an employee of the Company (but without any title) until the end of the Severance Period (defined in Section 5.4(b) below) and entitled to receive Base Salary and Average Annual target Bonus (as set forth in Section 3.2(a)) payments for that period in bi-weekly, substantially equal installments; provided however, that: (i) if you die during the Severance Period (defined in Section 5.4(b) below)such period, your payments pursuant to this Section 5.4(a) shall cease, and your estate will be entitled to receive, in addition to any regular life insurance benefits paid by the Company, any payments due pursuant to this Section 5.4(a) through the date of your death; (ii) if you accept employment with any other corporation, partnership, trust, government or other entity during the Severance Period (defined in Section 5.4(b) below)such period, or notify the Company in writing of your intention to terminate your status as an employee during the Severance Periodsuch period, you will continue to receive all payments pursuant to this Section 5.4(a), but shall cease to be treated as an employee of the Company for purposes of your rights to receive the certain post-termination benefits described in under Section 5.4(c) below, effective upon the commencement of such employment, or the effective date of such termination as specified by you in such notice; and (iii) if you accept employment with the Company TWI or a related or affiliated entity during such period, including but not limited to TWI and its affiliates prior to the Spin-off, your payments pursuant to this Section 5.4(a) shall cease effective the first date of employment with TWI or such related or affiliated entity. (b) The “Severance Period” shall be 18 12 months. (c) During the period you are treated as an employee of the Company, unless prohibited by law, (i) you will continue to be eligible to participate in the Company’s health and life insurance plans on the same terms and conditions as regular full-time employees, and (ii) the treatment TWI RSUs and options to purchase TWI stock granted to you by the Company will continue to vest and be exercisable pursuant to the plans and option agreements under which such options and RSUs were granted, (but not beyond the expiration of any equity awards held by you on the effective date of your termination will be determined in accordance with the applicable equity award agreements, and (iii) the treatment of any non-equity based long term incentive compensation awards held by you on the effective date of your termination will be determined in accordance with the applicable Long-Term Incentive Planssuch options). However, during such period, you will not be entitled to any additional awards or grants under any equity stock plan or other Long-Term Incentive Plan or to continue elective deferrals in or accrue additional benefits under any qualified or nonqualified retirement programs maintained by the Company or TWIPlan. (d) If the Company terminates the Term of Employment pursuant to this Section 5.4, any unpaid Bonus for the fiscal year of such termination or any prior fiscal year shall be paid in accordance with the terms of the relevant Bonus plan then in effectplan. (e) In the event that the Company terminates the Term of Employment pursuant to this Section 5.4, you shall not be required to take actions in order to mitigate your damages hereunder, unless Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), would apply to any payments to you by the Company and your failure to mitigate would result in the Company losing tax deductions to which it would otherwise have been entitled. In such an event, you will engage in whatever mitigation is necessary to preserve the Company’s tax deductions. With respect to the preceding sentences, any payments or rights to which you are entitled by reason of the termination of employment without cause shall be considered as damages hereunder. Any obligation to mitigate your damages pursuant to this Section 5.4(f) shall not be a defense or offset to the Company’s obligation to pay you in full the amounts provided in this Section 5.4 upon the occurrence of a termination by the Company pursuant to Section 5.4 at the times provided herein, or the timely and full performance of any of the Company’s other obligations under this Section 5.4. (f) If the Company does not offer to renew this Agreement upon expiration of the Term of Employment, and your employment is subsequently terminated by the Company for a reason other than Cause, such termination will be treated as a termination pursuant to Section 5.4 of this Agreement, except that the “Severance Period” shall be 12 months, and you will be subject to the requirements of Sections 5.7 and 6.

Other Termination by the Company. (a) The Company may terminate your employment during the Term of Employment, other than a termination under Sections 5.1, 5.2, or 5.3, at any time upon written notice to you. In the event that your Term of Employment employment is so terminated, in addition to the Termination Entitlement, you will receive (subject to the requirements of Section 5.7) be treated as an employee of ), for the Company (but without any title) until the end duration of the Severance Period (defined in Section 5.4(b) below) ), bi-weekly payments made in substantially equal installments in accordance with the customary payroll practices of the Company, and entitled subject to receive payroll deductions and required withholdings, at an annualized rate equal to the sum of your Base Salary and Average Annual Bonus payments for that period in bi-weekly, substantially equal installmentsBonus; provided however, that: (i) if you die during the Severance Period (defined in Section 5.4(b) below)Period, your payments pursuant to this Section 5.4(a) shall cease, and your estate will be entitled to receive, in addition to any regular life insurance benefits paid by the Company, any payments due pursuant to this Section 5.4(a) through the date of your death; (ii) if you accept benefits-eligible employment with any other corporation, partnership, trust, government or other entity during the Severance Period (defined in Section 5.4(bnotice of such employment to be provided to the Company within ten (10) below), business days) or otherwise notify the Company in writing of your intention to terminate your status as an employee benefits during the Severance Period, you will continue to receive all payments pursuant to this Section 5.4(a), but shall cease to be treated as an employee of the Company for purposes of your rights to receive the any applicable post-termination benefits described in Section 5.4(c) below, effective upon the commencement of such employment, employment or the effective date of such termination as specified by you in such noticeyour notice of intention to terminate benefits. Unless the employment violates Section 6 or the provisions of Section 6.1(f) apply, you will continue to receive all payments pursuant to Section 5.4(a); and (iii) if you accept employment with the Company or a related or affiliated entity during such period, including but not limited to TWI and its affiliates prior to the Spin-offSeverance Period, your payments pursuant to this Section 5.4(a) shall cease effective the first date of employment with TWI the Company or with such related or affiliated entity. (b) The “Severance Period” shall be 18 months. (c) During the period you are treated as an employee of the CompanySeverance Period, unless prohibited by law, (i) you will continue to be eligible to participate in the Company’s health and life insurance plans on the same terms and conditions as regular full-time employees, (ii) . During the treatment of any equity awards held by you on the effective date of your termination will be determined in accordance with the applicable equity award agreements, and (iii) the treatment of any non-equity based long term incentive compensation awards held by you on the effective date of your termination will be determined in accordance with the applicable Long-Term Incentive Plans. However, during such periodSeverance Period, you will not be entitled to any additional awards or grants under any equity plan or other Long-Term Incentive Plan or to continue elective deferrals in or accrue additional benefits under the Company’s 401(k) plan or any other qualified or nonqualified retirement programs maintained by the Company or TWICompany. (d) If the Company terminates your employment during the Term of Employment pursuant to this Section 5.4, any unpaid provided that you have participated in the Bonus plan for at least six months of the plan year, you will receive an additional severance payment in lieu of a Bonus payment in the amount of what you would have earned under the Bonus plan if your employment had not terminated, calculated using a prorated target based on the number of days you were employed during the plan year, a strategic rating of 100% and actual Company/Division financial performance. This severance payment will be paid at the same time Bonus payments for the fiscal applicable plan year of such termination or any prior fiscal year shall be paid in accordance with the terms of the relevant Bonus plan then in effectare made to active employees. (e) In the event that the Company terminates the Term of Employment pursuant to this Section 5.4, you shall not be required to take actions in order to mitigate your damages hereunder, unless Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), would apply to any payments to you by the Company and your failure to mitigate would result in the Company losing tax deductions to which it would otherwise have been entitled. In such an event, you will engage in whatever mitigation is necessary to preserve the Company’s tax deductions. With respect to the preceding sentences, any payments or rights to which you are entitled by reason of the termination of employment without cause shall be considered as damages hereunder. Any obligation to mitigate your damages pursuant to this Section 5.4(f) shall not be a defense or offset to the Company’s obligation to pay you in full the amounts provided in this Section 5.4 upon the occurrence of a termination by the Company pursuant to Section 5.4 at the times provided herein, or the timely and full performance of any of the Company’s other obligations under this Section 5.4. (f) If the Company does not offer to renew this Agreement upon expiration of the Term of Employment, and your employment is subsequently terminated by the Company for a reason other than Cause, such termination will be treated as a termination pursuant to Section 5.4 of this Agreement, except that the “Severance Period” shall be 12 months, and you will be subject to the requirements of Sections 5.7 and 6.

Other Termination by the Company. (a) The Company may terminate the Term of Employment, other than a termination under Sections 5.1, 5.2, or 5.3, at any time upon thirty (30) days written notice to you. In lieu of thirty (30) days written notice, upon providing you written notice of its termination of the Term of Employment, the Company may instead terminate the Term of Employment immediately or at any time during the thirty (30) day notice period, in which case it will continue to pay your Base Salary for thirty days or the remainder of the notice period, as the case may be. In the event that your Term of Employment is so terminated, you will (subject to the requirements of Section 5.7) be treated as an employee of the Company (but without any title) until the end of the Severance Period (defined in Section 5.4(b) below) and will be entitled to receive Base Salary and Average Annual Bonus payments for that period in substantially equal installments paid either monthly or bi-weekly, substantially equal installmentsin accordance with the customary payroll practices of the Company; provided provided, however, that: (i) if you die during the Severance Period (defined in Section 5.4(b) below), your payments pursuant to this Section 5.4(a) shall cease, and your estate will be entitled to receive, in addition to any regular life insurance benefits paid by the Company, any payments due pursuant to this Section 5.4(a) through the date of your death; (ii) if you accept employment with any other corporation, partnership, trust, government or other entity during the Severance Period (defined in Section 5.4(b) below), or notify the Company in writing of your intention to terminate your status of being treated as an employee during the Severance Period, you will continue to receive all payments pursuant to this Section 5.4(a), but shall cease to be treated as an employee of the Company for purposes of your rights to receive the certain post-termination benefits described in under Section 5.4(c5.4(c)(ii) and (iii) below, effective upon the commencement of such employment, or the effective date of such termination as specified by you in such notice. If you accept employment with any other corporation, partnership, trust, government or other entity during this period that offers you health and welfare benefits or if you notify the Company in writing of your intention to terminate your status of being treated as an employee, you will also cease to be treated as an employee of the Company for purposes of your rights to the post-termination benefits described in Section 5.4(c)(i); and (iii) if you accept employment with the Company TWI or a related majority owned TWI direct or affiliated entity indirect subsidiary during such period, including but not limited to TWI and its affiliates prior to the Spin-off, your payments pursuant to this Section 5.4(a) shall cease effective the first date of employment with such TWI or such related or affiliated entity. (b) The “Severance Period” shall be 18 months24 months following the end of the thirty (30) day notice period under Section 5.4(a). (c) During the period you are treated as an employee of the Company, unless prohibited by law, (i) you will continue to be eligible to participate in the Company’s health and life insurance plans on the same terms and conditions as regular full-time employees, (ii) the treatment options to purchase TWI stock granted to you by TWI will continue to vest and be exercisable pursuant to the plans and option agreements under which such options were granted (but not beyond the expiration of any equity awards held by you on the effective date of your termination will be determined in accordance with the applicable equity award agreements, such options) and (iii) the treatment of any non-equity based long term incentive compensation awards held restricted stock units (“RSUs”) granted to you by you on the effective date of your termination TWI will be determined in accordance with governed by the applicable Long-Term Incentive Plansplan and agreement under which such RSUs were granted. However, during such period, you will not be entitled to any additional awards or grants under any equity plan or other Long-Term Incentive Plan or to continue elective deferrals in or accrue additional benefits under any qualified or nonqualified retirement programs maintained by the Company or TWI. (d) If the Company terminates the Term of Employment pursuant to this Section 5.4, any unpaid Bonus for the fiscal year of such termination or any prior fiscal year shall be paid in accordance with the terms of the relevant Bonus plan then in effectplan. (e) In the event that the Company terminates the Term of Employment pursuant to this Section 5.4, you shall not be required to take actions in order to mitigate your damages hereunder, unless Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), would apply to any payments to you by the Company and your failure to mitigate would result in the Company losing tax deductions to which it would otherwise have been entitled. In such an event, you will engage in whatever mitigation is necessary to preserve the Company’s tax deductions. With respect to the preceding sentences, any payments or rights to which you are entitled by reason of the termination of employment without cause shall be considered as damages hereunder. Any obligation to mitigate your damages pursuant to this Section 5.4(f5.4(e) shall not be a defense or offset to the Company’s obligation to pay you in full the amounts provided in this Section 5.4 upon the occurrence of a termination by the Company pursuant to Section 5.4 at the times provided herein, or the timely and full performance of any of the Company’s other obligations under this Section 5.4. (f) If the Company does not offer to renew this Agreement upon expiration of the Term of Employment, and your employment is subsequently terminated by the Company for a reason other than Cause, such termination will be treated as a termination pursuant to Section 5.4 of this Agreement, except that the “Severance Period” shall be 12 months, and you will be subject to the requirements of Sections 5.7 and 6.