Common use of Payment Upon Termination Clause in Contracts

Payment Upon Termination. (a) If this Employment Agreement is terminated pursuant to paragraph 8(i) above, the Executive shall receive disability pay from the date of such termination until the second anniversary of the Effective Date at the rate of 50% of the Base Salary, reduced by applicable payroll taxes and further reduced by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of salary. (b) If the Employment Agreement is terminated pursuant to paragraph 8(ii) or 8(v) above, the Executive shall receive no salary continuation pay or severance pay. (c) If this Employment Agreement is terminated pursuant to paragraph 8(iii) or 8(iv) above, or as a result of the Executive having terminated this Employment Agreement following a Material Demotion, the Executive shall receive salary continuation pay for the remainder of the contractual term, but not in any event for less than twenty-four months from the date of such termination (“Salary Continuation Period”), equal to the Executive’s most recent annual salary plus his target bonus (as determined under the bonus plan last in effect for the Executive). In addition, the Company shall pay the premiums necessary to continue Executive’s group health coverage for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. (d) If the Company shall decide not to renew this Employment Agreement, the Executive shall receive severance pay, for a period of twenty-four months following the date of expiration of the then current term (“Severance Pay”), equal to the Executive’s most recent annual salary (excluding any and all executive bonus plan amounts). Such severance payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take any legal action against the Company related to said non-renewal and termination of employment. (e) During the Salary Continuation Period or Severance Period, the Executive shall be under no obligation to mitigate the costs to the Company of the salary continuation or severance payments, and, no compensation that the Executive may receive from another employer during the salary continuation or severance period shall be offset against amounts owed to Executive hereunder. Notwithstanding the foregoing, in order to be entitled to the payments under paragraphs 9(c) and (d), Executive shall be required to execute and deliver (and not revoke) a release of all employment related claims against the Company in a form attached hereto as Exhibit A.

Payment Upon Termination. (a) If Employee’s employment is terminated by the Corporation other than pursuant to Section (5)(c) the Corporation shall (subject to Employee’s entering into and not revoking a General Release with the Corporation in such form as it may then require; and provided that Employee (i) remains in full compliance with the Corporation’s Confidential Information Agreement; and (ii) performs such actions as the Corporation may reasonably request in transitioning Employee from his employment with the Corporation) continue to pay Employee the Base Salary (as defined in Section (4)) in effect immediately prior to the time of such termination (but without any bonus, commission or other similar amounts except as may have been earned and are due and payable prior to such termination) for six (6) months after the last full day Employee works under this Employment Agreement at its normal payroll payment dates, by direct deposit or regular mail at Employee’s election, provided Employee is terminated pursuant to paragraph 8(i) above, the Executive shall receive disability pay from the date not in breach of such termination until the second anniversary any of the Effective Date covenants herein; any unreimbursed expenses due to Employee pursuant the Corporation’s policy for which he has submitted acceptable supporting documentation; and any accrued but unused vacation time. The form of General Release currently used by the Corporation is attached hereto as Appendix A, and the Release shall be in substantially similar form with such changes as the Corporation deems appropriate at the rate time of 50% Employee’s termination. Employee shall be entitled to such payment only as set forth herein, and the provisions of the Base Salarythis Section (6) shall supersede in their entirety any severance payment provisions in any severance plan, reduced by applicable payroll taxes and further reduced policy, program or arrangement maintained by the amount received Corporation. In addition to any rights or remedies the Corporation may otherwise have, upon any breach of any agreements herein by Employee, Employee’s right to any continued payment of separation benefits shall immediately cease, and Employee shall be obligated to repay to the Corporation all amounts paid by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments Corporation for the separation benefits except for the amount of $1,000, which Employee shall be paid periodically entitled to the Executive as provided in paragraph 5(a) for the payment of salaryretain. (b) If In the Employment Agreement event Employee’s employment is terminated pursuant to paragraph 8(ii) or 8(v) aboveby death, the Executive Corporation shall receive no salary continuation pay to Employee’s estate the compensation which would otherwise be payable to Employee at the end of the month in which his death occurs and other unpaid amounts to which Employee would have been at that time entitled as an Employee under any applicable compensation or severance paybenefit plan or program. (c) In the event Employee’s employment is terminated by the Corporation for Cause pursuant to Section (5)(c) hereof, the Corporation shall have no obligation to pay Employee any amounts, except for Base Salary through the last full day of actual work for the Corporation, and any accrued but unused vacation time. (d) In the event Employee voluntarily resigns, the Corporation shall have no obligation to pay Employee any amounts, except for Base Salary through the last full day of actual work for the Corporation, or, if applicable, amounts payable in accordance with Section (1)(c), and other unpaid amounts to which Employee is at that time entitled under any applicable compensation or benefit plan or program. (e) If Employee is incapacitated by a physical or mental condition, illness, or injury that prevents Employee from being able to perform his duties under this Employment Agreement in a satisfactory manner for substantially all of a twelve (12) consecutive week period (or such longer period as may be required by law or that the Chief Executive Officer of the Corporation or his designee may, in his discretion, determine) with any reasonable accommodation that may be required by law, then Employee shall be deemed to be unable to perform his job (any such physical or mental condition, illness, or injury, a “Disability”). In such event, the Corporation may terminate Employee’s employment, in which case Employee shall receive (i) any accrued but unpaid Base Salary and other unpaid amounts to which Employee is terminated pursuant at that time entitled under any applicable compensation or benefit plan or program and (ii) all applicable disability benefits consistent with any applicable benefits program. The Corporation shall have no further obligations to Employee. Nothing in this paragraph 8(iiiis intended to or shall operate to excuse the Corporation from any legal obligations it may have under applicable laws. (f) or 8(ivIn the event Employee’s employment terminates without “cause” and in the absence of the other events described in subsection (c) above, or if the Employee terminates for Good Reason (as a result defined below) within six (6) months of the Executive having terminated Effective Date of a consummated Change in Control (as defined below), Employee shall be entitled, in addition to any amount payable under this Employment Agreement following a Material DemotionSection (6)(a), to six (6) months of Base Salary (as defined in Section (4)) in effect immediately prior to the Executive shall receive salary continuation pay for the remainder of the contractual term, but not in any event for less than twenty-four months from the date time of such termination (but without any bonus, commission or other similar amounts except as may have been earned and are due and payable prior to such termination). For purposes of this Employment Agreement, a Change in Control means the first to occur of any of the following events: (i) any “Salary Continuation Periodperson” (as that term is used in Section 13 and 14(d)(2) of the Securities Exchange Act of 1934 (“Exchange Act”), equal to ) becomes the Executive’s most recent annual salary plus his target bonus beneficial owner (as determined under the bonus plan last that term is used in effect for the Executive). In addition, the Company shall pay the premiums necessary to continue Executive’s group health coverage for the Salary Continuation Period under the applicable provisions Section 13(d) of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”Exchange Act), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be of fifty percent (50%) or more of the Corporation’s capital stock entitled to vote in the election of directors; (ii) the shareholders of the Corporation approve any consolidation or merger of the Corporation, other than a consolidation or merger of the Corporation in which the holders of the common stock of the Corporation immediately prior to the consolidation or merger hold more than fifty percent (50%) of the common stock of the surviving corporation immediately after the consolidation or merger; (iii) the shareholders of the Corporation approve any plan or proposal for the liquidation or dissolution of the Corporation; or (iv) the shareholders of the Corporation approve the sale or transfer of all or substantially all of the assets of the Corporation to parties that are not within a “controlled group of corporations” (as defined in Code Section 1563) in which the Corporation is a member. For purposes of this Employment Agreement, “Good Reason” shall mean Employee’s voluntary separation from service within 90 days following: (i) a material diminution in Employee’s positions, duties and responsibilities from those described in this Employment Agreement; (ii) a reduction in Employee’s Base Salary (other than a reduction which is part of a general salary reduction program affecting senior executives of the Corporation); (iii) a material reduction in the aggregate value of the pension and welfare benefits provided to Employee from those in effect prior to the Change in Control (other than a reduction which is proportionate to the reductions applicable to other senior executives pursuant to a cost-saving plan that includes all senior executives); (iv) a material breach of any provision of this Employment Agreement by the Corporation; (v) the Corporation’s requiring Employee to be based at a location that creates for Employee a one way commute in excess of 60 miles from his primary residence, except for required travel on the Corporation’s business to an extent substantially consistent with the business travel obligations of Employee under paragraph 13 hereofthis Employment Agreement. Such salary continuation payments Notwithstanding the foregoing, a termination of employment shall not be treated as a termination for Good Reason (less applicable payroll taxesi) if Employee shall have consented in writing to the occurrence of the event giving rise to the claim of termination for Good Reason or (ii) unless Employee shall have delivered a written notice to the Corporation within 30 days of his having actual knowledge of the occurrence of one of such events stating that he intends to terminate his employment for Good Reason and specifying the factual basis for such termination, and such event, if capable of being cured, shall not have been cured within 30 days of the receipt of such notice. In the event amounts payable hereunder are contingent on a Change in Control for the purposes of Internal Revenue Code Section 280G and it is determined by a public accounting firm or legal counsel authorized to practice before the Internal Revenue Service selected by the Corporation that any payment or benefit made or provided to Employee in connection with this Agreement or otherwise (collectively, a “Payment”) would be subject to the excise tax imposed by Internal Revenue Code Section 4999 (the “Parachute Tax”), the Payments under this Agreement shall be paid periodically payable in full or, if applicable, in such lesser amount which would result in no portion of such Payments being subject to the Executive as provided Parachute Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Parachute Tax, results in paragraph 5(a) receipt by Employee, on an after-tax basis, of the greatest amount of Payments under this Employment Agreement. If Payments are reduced pursuant to this paragraph, severance payments described above payable over time shall first be reduced (beginning with the last such payment), and the other benefits under this Employment Agreement shall thereafter be reduced, to the extent necessary so that no portion of the Payments is subject to the Parachute Tax. The reporting and payment of any Parachute Tax will be Employee’s responsibility and the Corporation will not provide a gross-up or any other payment to compensate Employee for the payment of the Base Salary. (d) If the Company shall decide not to renew this Employment Agreement, the Executive shall receive severance pay, for a period of twenty-four months following the date of expiration of the then current term (“Severance Pay”), equal to the Executive’s most recent annual salary (excluding any and all executive bonus plan amounts). Such severance payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base SalaryParachute Tax. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90Corporation will withhold from the Payments any amounts it reasonably determines is required under Internal Revenue Code Section 4999(c) day period and the Executive further agrees not to take any legal action against the Company related to said non-renewal and termination of employmentTreasury Regulations thereunder. (e) During the Salary Continuation Period or Severance Period, the Executive shall be under no obligation to mitigate the costs to the Company of the salary continuation or severance payments, and, no compensation that the Executive may receive from another employer during the salary continuation or severance period shall be offset against amounts owed to Executive hereunder. Notwithstanding the foregoing, in order to be entitled to the payments under paragraphs 9(c) and (d), Executive shall be required to execute and deliver (and not revoke) a release of all employment related claims against the Company in a form attached hereto as Exhibit A.

Payment Upon Termination. (a) If this Employment Agreement In the event the Executive’s employment is terminated pursuant to paragraph 8(i) aboveSection 4.1, the Executive shall receive disability pay from only be entitled to the following compensation and benefits upon termination: (a) Should this Agreement be terminated pursuant to Subsection 4.1(a), (c) or (g), the Executive shall only be entitled to payment of the Executive’s Base Salary earned up to the date of such termination until plus an amount equal to the second anniversary sum of: (i) the value of the Effective Date at the rate of 50% pro-rated vacation leave with pay for that portion of the Base Salarycalendar year in which the employment of the Executive hereunder is terminated that the Executive was actively employed, reduced by applicable payroll taxes and further reduced by to the amount received extent such vacation entitlement has not been used by the Executive during such period at the time of termination; and (ii) any accrued but unpaid business expenses at the date of termination required to be reimbursed under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall be paid periodically to the Executive as provided in paragraph 5(aSection 3.1(g) for the payment of salarythis Agreement. (b) If the Employment Should this Agreement is be terminated pursuant to paragraph 8(iiSubsection 4.1(b) or 8(v) above(d), the Executive shall receive no salary continuation only be entitled to: (i) payment of the Executive’s Base Salary earned up to the date of termination; (ii) a bonus for that portion of the year in which the Executive was actively employed. The amount of the bonus shall be calculated as follows: the product of (s) the average bonus paid to the Executive in the three (3) years prior to the year in which his employment is terminated divided by twelve (12), and (t) the number of months the Executive was actively employed in the year in which his employment is terminated; (iii) the value of the pro-rated vacation leave with pay or severance payfor that portion of the calendar year in which the employment of the Executive hereunder is terminated that the Executive was actively employed, to the extent such vacation entitlement has not been used by the Executive at the time of termination; and (iv) any accrued but unpaid business expenses at the date of termination required to be reimbursed under Section 3.1(g) of this Agreement. (c) If Should this Employment Agreement is be terminated pursuant to paragraph 8(iiiSubsections 4.1(e) or 8(iv4.1(f), the Corporation shall: (i) abovepay to the Executive (w) any accrued but unpaid Base Salary for services rendered to the date of termination, or (x) a bonus for that portion of the year in which the Executive was actively employed (excluding the Notice Period). The amount of the bonus shall be calculated as a result follows: the product of (s) the average bonus paid to the Executive in the three (3) years prior to the year in which his employment is terminated divided by twelve (12), and (t) the number of months the Executive was actively employed (excluding the Notice Period) in the year in which his employment is terminated, (y) any accrued but unpaid expenses at the date of termination required to be reimbursed under Section 3.1(g) of this Agreement, and (z) the value of the pro-rated vacation leave with pay for that portion of the calendar year in which the employment of the Executive having hereunder is terminated this Employment Agreement following a Material Demotion, that the Executive shall receive salary continuation was actively employed, to the extent such vacation entitlement has not been used by the Executive at the time of termination; (ii) pay to the Executive, his Base Salary (less statutory deductions and withholdings) for the remainder Notice Period. Payment shall be made by way of salary continuance paid on the contractual termCorporation’s regular pay day, but not and in any event for less than twenty-four months from accordance with its payroll practices at the date of termination; and (iii) continue the Executive’s health and welfare benefits plans (excluding Short Term Disability (Sick Leave) and Long Term Disability benefits which disability benefits shall cease on the Executive’s last day of active employment) in which the Executive was participating at the date of termination, until the earlier of (x) the end of the Notice Period; or (y) the date the Executive becomes covered under a benefit plan, program or arrangement by a subsequent employer. The Corporation’s obligation pursuant to this provision is conditional on the Executive continuing to pay his share of the premiums. In the event that the Executive’s continued participation in any such termination (“Salary Continuation Period”)health and welfare benefits plans of the Corporation is prohibited by the terms of such plans, the Corporation shall arrange to provide the Executive with an amount equal to the Executive’s most recent annual salary plus his target bonus premiums the Corporation would have incurred (as determined under excluding premiums for Short Term Disability (Sick Leave) and Long Term Disability benefits) had the bonus plan last Executive continued to participate in effect such plans for the Executive). In addition, period ending on the Company shall pay earlier of (xx) the premiums necessary to continue Executive’s group health coverage for the Salary Continuation Period under the applicable provisions end of the Consolidated Omnibus Budget Reconciliation Act Notice Period; or (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that yy) the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if date the Executive shallbecomes covered under a benefit plan, directly program or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salaryarrangement by a subsequent employer. (d) If the Company shall decide not to renew this Employment Agreement, the Executive shall receive severance pay, for a period of twenty-four months following the date of expiration of the then current term (“Severance Pay”), equal to the Executive’s most recent annual salary (excluding any and all executive bonus plan amounts). Such severance payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take any legal action against the Company related to said non-renewal and termination of employment. (e) During the Salary Continuation Period or Severance Period, the Executive shall be under no obligation to mitigate the costs to the Company of the salary continuation or severance payments, and, no compensation that the Executive may receive from another employer during the salary continuation or severance period shall be offset against amounts owed to Executive hereunder. Notwithstanding the foregoing, in order to be entitled to the payments under paragraphs 9(c) and (d), Executive shall be required to execute and deliver (and not revoke) a release of all employment related claims against the Company in a form attached hereto as Exhibit A.

Payment Upon Termination. (a) If this Employment Agreement is terminated pursuant to paragraph 8(i) above, the Executive shall receive disability pay from the date of such termination until the second anniversary of the Effective Date such termination at the rate of 50% of the Base Salary, reduced by applicable payroll taxes and further reduced by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of salary. (b) If the Employment Agreement is terminated pursuant to paragraph 8(ii) or 8(v) above, the Executive shall receive no salary continuation pay or severance pay. (c) If this Employment Agreement is terminated pursuant to paragraph 8(iii) or 8(iv) above, or as a result of the Executive having terminated this Employment Agreement following a Material Demotion, the Executive shall receive salary continuation pay for the remainder of the contractual term, but not in any event for less than twenty-four months from the date of such termination (“Salary Continuation Period”), equal to the Executive’s most recent annual salary plus his the Executive’s target bonus (as determined under the bonus plan last in effect for the Executive). In addition, the Company shall pay the premiums necessary to continue the Executive’s group health coverage for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided the Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach of his the Executive’s obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. (d) If the Company shall decide not to renew this Employment Agreement, the Executive shall receive severance pay, for a period of twenty-four months following the date of expiration of the then then-current term (“Severance Pay”), equal to the Executive’s most recent annual salary (excluding any and all executive bonus plan amounts). Such severance payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that the ninety (90) day period prior to expiration of the Employment Agreement and the Executive further agrees not to take any legal action against the Company related to said non-renewal and termination of employment. (e) During the Salary Continuation Period or Severance Period, the Executive shall be under no obligation to mitigate the costs to the Company of the salary continuation or severance payments, and, and no compensation that the Executive may receive from another employer during the salary continuation or severance period shall be offset against amounts owed to Executive hereunder. Notwithstanding the foregoing, in order to be entitled to the payments under paragraphs 9(c) and (d), Executive shall be required to execute and deliver (and not revoke) a release of all employment employment-related claims against the Company in a form attached hereto as Exhibit A.

Payment Upon Termination. (a) If this Employment Agreement the employment of the Employee is terminated by the Corporation other than pursuant to paragraph 8(iSection 5 (c) abovehereof, the Executive Corporation (i) shall receive disability continue to pay from Employee the date Base Salary in effect immediately prior to the time of such termination until for six (6) months after the second anniversary last full day Employee works under this Agreement at its normal payroll payment dates; (ii) shall reimburse Employee for the premiums (if any) he pays for continuation of life insurance should he elect to exercise the conversion feature of the Effective Date at Corporation's group life policy then in effect for six (6) months after the rate last full day Employee works under this Agreement; and (iii) continue to pay for such medical/dental/vision insurance as Employee may then receive for six (6) months after the last full day Employee works under this Agreement (such payments of 50% Base Salary and payments or reimbursements of insurance premiums by the Corporation, the "Severance Benefits).Employee agrees that, (a) his eligibility for or entitlement to the foregoing Severance Benefits shall be subject to Employee's execution and delivery of a release, in such form as the Corporation may require, that, among other things, may be a general release of any and all claims Employee may have against Employer, (b) Employee shall have no rights or remedies in the event of his or her termination by the Corporation without Cause and other than as a result of Disability or death except for those set forth in this Agreement and (c) Employee's right to receive any of the Base Salaryforegoing Severance Benefits shall be expressly conditioned upon Employee's full compliance with the Confidentiality Agreement, reduced pursuant to its continued effectiveness, and Employee's full cooperation with the Corporation in both fulfilling the terms of this Agreement and the Confidentiality Agreement and otherwise performing such actions as the Corporation may request in transitioning Employee from his employment with the Corporation and upon any breach of either such agreement by applicable payroll taxes Employee, Employee's rights to any continued payment of Severance Benefits shall immediately cease and further reduced Employee shall be obligated to repay to the Corporation all amounts paid by the Corporation for the Severance Benefits except for the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments of $1,000, which Employee shall be paid periodically entitled to the Executive as provided in paragraph 5(a) for the payment of salaryretain. (b) If the Employment Agreement employment of the Employee is terminated pursuant to paragraph 8(ii) or 8(v) aboveby death, the Executive Corporation shall receive no salary continuation pay or severance payto the estate of the Employee the compensation which would otherwise be payable to the Employee at the end of the month in which his death occurs. (c) If this Employment Agreement In the event the employment of the Employee is terminated at the election of the Corporation pursuant to paragraph 8(iiiSection (5) or 8(iv(c) above, or as a result of the Executive having terminated this Employment Agreement following a Material Demotionhereof, the Executive Employee shall receive only be entitled to his base salary continuation pay for through the remainder last day of the contractual term, but not in any event for less than twenty-four months from actual employment or the date of such termination (“Salary Continuation Period”)termination, equal to the Executive’s most recent annual salary plus his target bonus (as determined under the bonus plan last in effect for the Executive). In addition, the Company shall pay the premiums necessary to continue Executive’s group health coverage for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salarywhichever is earlier. (d) If In the Company event the Employee voluntarily terminates his employment on the expiration of the period of employment as provided in Section (1), the Employee shall decide not be entitled to renew any compensation, and the Corporation shall have no obligation to pay the Employee any compensation, except as is provided in this Employment Agreement, the Executive shall receive severance pay, for a period of twenty-four months following the date of expiration of the then current term (“Severance Pay”), equal to the Executive’s most recent annual salary (excluding any and all executive bonus plan amounts). Such severance payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take any legal action against the Company related to said non-renewal and termination of employment. (e) During the Salary Continuation Period or Severance Period, the Executive shall be under no obligation to mitigate the costs to the Company of the salary continuation or severance payments, and, no compensation that the Executive may receive from another employer during the salary continuation or severance period shall be offset against amounts owed to Executive hereunder. Notwithstanding the foregoing, in order to be entitled to the payments under paragraphs 9(c) and (d), Executive shall be required to execute and deliver (and not revoke) a release of all employment related claims against the Company in a form attached hereto as Exhibit A.

Payment Upon Termination. (a) If this Employment Agreement is terminated pursuant to paragraph 8(i) above, the Executive shall receive disability pay from the date Upon any termination of such termination until the second anniversary of the Effective Date at the rate of 50% of the Base Salary, reduced by applicable payroll taxes and further reduced Employee's employment by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall be paid periodically to the Executive as provided in paragraph 5(a) Company (other than a termination for the payment of salary. (b) If the Employment Agreement is terminated pursuant to paragraph 8(ii) or 8(v) above, the Executive shall receive no salary continuation pay or severance pay. (c) If this Employment Agreement is terminated pursuant to paragraph 8(iii) or 8(iv) above, or as a result of the Executive having terminated this Employment Agreement following a Material Demotion, the Executive shall receive salary continuation pay for the remainder of the contractual term, but not in any event for less than twenty-four months from the date of such termination (“Salary Continuation Period”), equal to the Executive’s most recent annual salary plus his target bonus "Cause" (as determined under the bonus plan last in effect for the Executivethat term is defined below). In addition), the Company shall pay to Employee, in addition to any accrued but unpaid compensation earned by Employee through the premiums necessary to continue Executive’s group health coverage for the Salary Continuation Period under the applicable provisions effective date of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”)termination of employment, provided Executive elects an amount equal to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that one years' Salary at the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if annual rate of Salary being paid to Employee at the Executive shall, directly or indirectly, be in breach effective date of his obligations under paragraph 13 hereofthe termination of employment. Such salary continuation payments (payment to be made to Employee in six equal monthly installments, less any applicable payroll taxes) shall be paid periodically to , beginning on the Executive as provided in paragraph 5(a) for the payment date of the Base Salary. (d) If the last day of Employee's employment. In addition, Company shall decide not to renew this Employment Agreement, the Executive shall receive severance pay, will pay Employee's health and dental insurance premiums benefits for a period of twenty-four months one year following the Employee's date of expiration termination. Upon any termination of Employee's employment by the Company for Cause, the Company shall pay to Employee any accrued but unpaid compensation earned by Employee through the effective date of the then current termination of his employment. As used herein, the term "Cause" shall mean (“Severance Pay”a) Employee's conviction of, or plea of nolo contendre in, in any criminal action involving a felony, (b) Employee's misappropriation of any material funds or property of the Company, or (c) Employee's willful misconduct in the performance of his duties for the Company. In the event that Employee elects to terminate his employment with the Company following a material change in the terms and conditions of his employment (such as a material diminution in Employee's authority, a material change in Employee's title or duties, a change in the principal place of Employee's employment materially increasing Employee's commute time, or similar changes), equal to the Executive’s most recent annual salary (excluding any and all executive bonus plan amounts). Such severance payments (less applicable payroll taxes) such termination by Employee shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. The Executive hereby agrees to make deemed a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take any legal action against termination by the Company related to said non-renewal and termination of employment. (e) During the Salary Continuation Period or Severance Period, the Executive shall be under no obligation to mitigate the costs to the Company of the salary continuation or severance payments, and, no compensation that the Executive may receive from another employer during the salary continuation or severance period shall be offset against amounts owed to Executive hereunder. Notwithstanding the foregoing, in order to Employee will be entitled to the payments under paragraphs 9(c) and (d), Executive shall be required to execute and deliver (and not revoke) a release of all employment related claims against from the Company on the basis described above. The payments described in this Section 4.04 shall constitute the entirety of the compensation payable to Employee by the Company upon a form attached hereto as Exhibit A.termination of his employment with the Company.

Payment Upon Termination. (a) If this Employment Agreement Executive’s employment is terminated pursuant to paragraph 8(i) aboveby Company for Cause, as defined in Paragraph 1(a), the obligations of Company under this Agreement shall cease and Executive shall forfeit all right to receive disability pay from any compensation or other benefits under this Agreement except only compensation or benefits accrued or earned and vested (if applicable) by Executive as of the date of such termination until termination, including base salary through the second anniversary date of termination, benefits payable under the terms of any qualified or nonqualified retirement plans or deferred compensation plans maintained by Company, any accrued vacation pay as of the Effective Date at the rate date of 50% of the Base Salary, reduced termination not yet paid by applicable payroll taxes Company and further reduced by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall benefits required to be paid periodically by law such as continued health care coverage pursuant to the Executive as provided in paragraph 5(aConsolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for (collectively, the payment of salary“Accrued Obligations”). (b) If Executive shall voluntarily terminate Executive’s employment during the Employment Agreement is terminated pursuant to paragraph 8(ii) or 8(v) aboveTerm, other than for Good Reason, as defined in Paragraph 1(e), the obligations of Company under this Agreement shall cease and Executive shall forfeit all right to receive no salary continuation pay any compensation or severance payother benefits under this Agreement except only the Accrued Obligations. (c) In the event of the death of Executive during the Term, then, in addition to the Accrued Obligations and any other benefits which may be payable by Company in respect of the death of Executive, the base salary then payable hereunder shall continue to be paid at the then current rate for a period of six (6) months after such death to such beneficiary as shall have been designated in writing by Executive, or if no effective designation exists, then to the estate of Executive. (d) If this Employment Agreement Executive’s employment is terminated pursuant by reason of Executive’s attainment of age sixty-five (65), the obligations of Company under this Agreement shall cease and Executive shall forfeit all right to paragraph 8(iiireceive any compensation or other benefits under this Agreement except only the Accrued Obligations. (e) or 8(iv) aboveIf Executive’s employment is terminated by Company during the Term for any reason other than for Cause, or as a result Executive’s death, or Executive’s attainment of age sixty-five (65), or if Executive’s employment is terminated during the Term by reason of Executive’s Disability, or if Executive shall voluntarily terminate Executive’s employment during the Term for Good Reason, Executive shall be entitled to receive, and Company shall be obligated to pay and provide Executive, the following amounts: (i) An amount in consideration of the covenants by Executive having terminated this Employment Agreement following set forth in Paragraphs 8 and 9 below to be determined by a Material Demotion, nationally recognized independent certified public accounting firm selected and retained by Company to be the Executive shall receive salary continuation pay for the remainder reasonable value of the contractual term, but not in any event for less than twenty-four months from said covenants as of the date of termination of Executive’s employment, but in no event shall such amount be greater than the aggregate value of the benefits provided in subparagraphs (e)(ii), (iii), (iv), (v), (vii), (viii), (ix) and (xi) hereinbelow. The benefits otherwise payable to Executive pursuant to said subparagraphs shall be offset by the amount, if any, payable to Executive in respect of the covenants by Executive set forth in Paragraphs 8 and 9 below. Notwithstanding the foregoing, if any benefit otherwise payable to Executive pursuant to said subparagraphs would be offset by the amount payable to Executive in respect of the covenants set forth in Paragraphs 8 and 9 below, Executive may elect to receive such benefit, but the amount payable to Executive in respect of the covenants by Executive set forth in Paragraphs 8 and 9 below shall be reduced by the value of such benefit. Said amount paid in consideration of the covenants by Executive set forth in Paragraphs 8 and 9 below shall be paid in cash in a lump sum in the month next following Executive’s date of termination of employment and shall be treated as a supplemental wage payment under applicable Treasury Regulations subject to federal tax withholding at the flat percentage rate applicable thereto. (“Salary Continuation Period”ii) An amount equal to three (3) times the base salary of Executive, at the rate in effect immediately prior to the date of termination, plus an amount equal to three (3) times the target percentage of the midpoint of Executive’s salary grade under the Company’s Officers Incentive Program for the year in which termination occurs. There shall be subtracted from the aggregate amount determined in accordance with the immediately preceding sentence the amount, if any, payable to Executive under any then effective severance pay plan of Company. Such resulting amount shall be payable in equal installments over the three (3)-year period commencing on the date of termination of employment in accordance with the normal payroll practices of Company or, at Company’s option, the entire amount (determined without any discount) shall be paid in cash in a lump sum in the month next following Executive’s date of termination of employment and shall be treated as a supplemental wage payment under applicable Treasury Regulations subject to federal tax withholding at the flat percentage rate applicable thereto. (iii) An amount equal to the aggregate amounts that Company would have contributed on behalf of Executive under Company’s qualified defined contribution retirement plan(s), if any such plan(s) shall be in effect (other than amounts attributable to Executive’s before-tax contributions to such plan(s)) plus estimated earnings thereon had Executive continued in the employ of Company for the three (3)-year period commencing on the date of termination and made contributions under said plan(s) at a rate, as a percentage of salary, equal to the rate at which Executive had made contributions to said plan(s) in the plan year immediately preceding Executive’s most recent annual salary plus his target bonus termination, to be payable in a lump sum to Executive within thirty (as determined 30) days after the expiration of the non-competition period specified in Paragraph 9(a) of this Agreement, provided that Executive shall not have breached said non-competition provisions. (iv) An amount equal to the difference between: (A) benefits which would have been payable to Executive under any deferred compensation agreement between Company and Executive, if any such agreement shall be in effect, had Executive continued in the bonus plan last in effect employ of Company for the Executive). In additionthree (3)-year period commencing on the date of termination, received compensation at least equal to that specified in Paragraph 4 of this Agreement during such time, and deferred pursuant to said deferred compensation agreement the Company shall pay amount of compensation specified therein; and (B) the premiums necessary benefits actually payable to continue Executive’s group health coverage for Executive under such deferred compensation agreement; such amount to be payable in a lump sum to Executive within thirty (30) days after the Salary Continuation Period under the applicable provisions expiration of the Consolidated Omnibus Budget Reconciliation Act non-competition period specified in Paragraph 9(a) of this Agreement, provided that Executive shall not have breached said non-competition provisions. (v) Additional retirement benefits equal to the difference between: (A) the annual pension benefits that would have been payable to Executive under Company’s qualified defined benefit retirement plan (the “COBRAPlan”) and under any nonqualified supplemental executive retirement plan covering Executive (the “Supplemental Plan”), if any such Plan or Supplemental Plan shall be in effect, if Executive had been continued in the employ of Company for the three (3)-year period commencing on the date of termination and had received compensation at least equal to that specified in Paragraph 4(a) of this Agreement during such time and had been fully vested in the benefits payable under any such Plan and Supplemental Plan; and (B) the annual benefits actually payable to Executive under any such Plan and Supplemental Plan. The discounted present value of such additional benefits, shall be payable to Executive in a lump sum, as calculated by the independent actuary for the Plan using the assumptions specified in the Plan, within thirty (30) days after the expiration of the non-competition period specified in Paragraph 9(a) of this Agreement, provided that Executive elects shall not have breached said non-competition provisions. (vi) At the date of termination of Executive’s employment, Executive shall be fully vested in any form of compensation previously granted to continue and remains eligible for those Executive (other than benefits payable under COBRAa qualified retirement plan), such as, by way of example only, restricted stock, stock options, and does performance share awards. (vii) If Executive’s employment is terminated by reason of Executive’s Disability, Executive shall be entitled to receive, in addition to the other benefits provided under this Paragraph 7(e), disability benefits at least equal to the most favorable of those provided by Company or Parent to disabled employees in accordance with the most favorable plans, programs, practices and policies of Company or Parent in effect at any time during the ninety (90)-day period immediately preceding the Effective Date or, if more favorable to Executive, as in effect on the date of Executive’s Disability with respect to other key employees of Company or Parent. (viii) During the three (3)-year period commencing on the date of termination, or such longer period as any plan, program, practice or policy may provide, Executive shall continue to participate in all life, health, disability and similar welfare benefit plans and programs of Company to the extent that such continued participation is possible under the general terms and provisions of such plans and programs, and Executive shall be credited with additional service attributable to the three (3)-year period commencing on the date of termination for purposes of determining eligibility to participate in any such plans or programs maintained by Company for retirees, with Company and Executive paying the same portion of the cost of each such plan or program as existed at the time of Executive’s termination. In the event that Executive’s continued participation (or commencement of participation for plans or programs for retirees) is not become eligible permitted, then in lieu thereof, Company shall acquire, with the same cost sharing, individual insurance policies providing comparable coverage for health coverage through another employer during this periodExecutive; provided, however, that Company shall not be obligated to pay more than three (3) times Company’s current cost for comparable group coverage. If any such individual coverage is unavailable, then Company shall pay to Executive annually for the salary continuation three (3)-year period commencing on the date of termination an amount equal to the sum of the average annual contributions, payments, bonus and other benefits described credits, or allocations made by Company for such coverage on Executive’s behalf (or the average such contributions, payments, credits, or allocations for retirees, in this paragraph 9(cthe case of retiree coverage) shall cease if over the Executive shall, directly or indirectly, be in breach three (3) calendar years preceding the date of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment termination of the Base SalaryExecutive’s employment. (dix) If During the Company shall decide not to renew this Employment Agreement, the Executive shall receive severance pay, for a three (3)-year period of twenty-four months following commencing on the date of expiration termination, Executive shall continue to receive such perquisites, other than those specified in the preceding subparagraphs above, as Executive was receiving at the date of the then current term (“Severance Pay”)termination of employment with, equal to the extent applicable, the same cost sharing with Company as was in effect immediately prior to Executive’s most recent annual salary (excluding any and all executive bonus plan amounts). Such severance payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take any legal action against the Company related to said non-renewal and termination of employment. (ex) During Company shall reimburse Executive for the Salary Continuation Period amount of any reasonable legal or Severance Period, the accounting fees and expenses incurred by Executive shall be under no obligation to mitigate the costs to the Company of the salary continuation obtain or severance payments, and, no compensation that the Executive may receive from another employer during the salary continuation enforce any right or severance period shall be offset against amounts owed benefit provided to Executive by Company hereunder or as confirmed or acknowledged hereunder. Notwithstanding the foregoing, in order to be entitled to the payments under paragraphs 9(c) and (d), Executive shall be required to execute and deliver (and not revoke) a release of all employment related claims against the Company in a form attached hereto as Exhibit A..

Payment Upon Termination. (a) If this Employment Agreement Employee’s employment is terminated pursuant to paragraph 8(i) aboveby Company for Cause, as defined in Paragraph 1(a), the Executive obligations of Company under this Agreement shall cease and Employee shall forfeit all right to receive disability pay from any compensation or other benefits under this Agreement except only compensation or benefits accrued or earned and vested (if applicable) by Employee as of the date of such termination until termination, including base salary through the second anniversary date of termination, benefits payable under the terms of any qualified or nonqualified retirement plans or deferred compensation plans maintained by Company, any accrued vacation pay as of the Effective Date at the rate date of 50% of the Base Salary, reduced termination not yet paid by applicable payroll taxes Company and further reduced by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall benefits required to be paid periodically by law such as continued health care coverage pursuant to the Executive as provided in paragraph 5(aConsolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for (collectively, the payment of salary“Accrued Obligations”). (b) If Employee shall voluntarily terminate Employee’s employment during the Employment Agreement is terminated pursuant to paragraph 8(ii) or 8(v) aboveTerm, other than for Good Reason, as defined in Paragraph 1(e), the Executive obligations of Company under this Agreement shall cease and Employee shall forfeit all right to receive no salary continuation pay any compensation or severance payother benefits under this Agreement except only the Accrued Obligations. (c) If this Employment Agreement is terminated pursuant In the event of the death of Employee during the Term, then, in addition to paragraph 8(iiithe Accrued Obligations and any other benefits which may be payable by Company in respect of the death of Employee, the base salary then payable hereunder shall continue to be paid at the then current rate for a period of six (6) or 8(iv) abovemonths after such death to such beneficiary as shall have been designated in writing by Employee, or as a result if no effective designation exists, then to the estate of Employee. Such payment shall be made on the first (1st) and fifteenth (15th) of each month, beginning on the first day of the Executive having terminated this Employment Agreement first month following a Material Demotion, the Executive shall receive salary continuation pay for the remainder of the contractual term, but not in any event for less than twenty-four months from the date of such termination (“Salary Continuation Period”), equal to the ExecutiveEmployee’s most recent annual salary plus his target bonus (as determined under the bonus plan last in effect for the Executive). In addition, the Company shall pay the premiums necessary to continue Executive’s group health coverage for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salarydeath. (d) If Employee’s employment is terminated by reason of Employee’s attainment of age sixty-five (65), the obligations of Company under this Agreement shall cease and Employee shall forfeit all right to receive any compensation or other benefits under this Agreement except the Accrued Obligations. (e) If Employee’s employment is terminated by Company during the Term for any reason other than for Cause, or Employee’s death, or Employee’s attainment of age sixty-five (65), or if Employee’s employment is terminated during the Term by reason of Employee’s Disability, or if Employee shall voluntarily terminate Employee’s employment during the Term for Good Reason, Employee shall be entitled to receive, and Company shall decide not be obligated to renew this Employment Agreementpay and provide Employee, the following amounts: (i) An amount in consideration of the covenants by Executive set forth in Paragraphs 8 and 9 below to be determined by a nationally recognized independent certified public accounting firm selected and retained by Company to be the reasonable value of said covenants as of the date of termination of Employee’s employment, but in no event shall receive severance paysuch amount be greater than the aggregate value of the benefits provided in subparagraphs (e) (ii), (iii), (iv), (v) and (viii) herein below. The benefits otherwise payable to Executive pursuant to said subparagraphs shall be offset by the amount, if any, payable to Executive in respect of the covenants by Employee set forth in Paragraphs 8 and 9 below. Said amount paid in consideration of the covenants by Executive set forth in Paragraphs 8 and 9 below shall be paid in accordance with subparagraphs (e)(ii), (iii), (iv), (v) and (viii) below, and this subparagraph (i) shall not alter the time or form of payment of such amounts. (ii) An amount equal to three (3) times the base salary of Employee, at the rate in effect immediately prior to the date of termination, plus an amount equal to three (3) times the target percentage of the midpoint of Employee’s salary grade under the Company’s Officers Incentive Program for the year in which termination occurs if the employee is a period participant in such plan at the time of twentythe Change-four months in-Control. Such amount so determined shall be divided into thirty-six (36) equal amounts. If the Employee is not a “specified employee” as defined under Section 409A of the Code at the time of termination, payment of such equal amounts shall be made on the first day of each month, commencing with the first day of the first month following termination. If the Employee is a “specified employee” as that term is defined under Section 409A of the Code on the date of termination, seven (7) such equal amounts shall be paid to the Employee on the date which is the first day of the seventh (7th) month following the date of expiration termination of employment, and the twenty-nine (29) remaining equal amounts shall be payable on the first day of each month subsequent to the date of the then current term first payment (one payment per month) until the payments are completed. Payments shall be treated as supplemental wage payments under applicable Treasury Regulations subject to federal tax withholding at the flat percentage rate applicable thereto. (iii) An amount equal to the aggregate amounts that Company would have contributed on behalf of Employee under Company’s qualified defined contribution retirement plan(s), if any such plan(s) shall be in effect (other than amounts attributable to Employee’s before-tax contributions to such plan(s)) plus estimated earnings thereon had Employee continued in the employ of Company for the three (3)-year period commencing on the date of termination and made contributions under said plan(s) equal to the maximum amount that the Employee could have contributed under the terms of such plan(s) for the plan year immediately preceding Employee’s termination, to be payable in a lump sum to Employee on the second anniversary of the Employee’s termination of employment, provided that Employee shall not have breached said non-competition provisions. (iv) An amount equal to the difference between: (A) benefits which would have been payable to Employee under any deferred compensation agreement between Company and Employee, if any such agreement shall be in effect, had Employee continued in the employ of Company for the three (3)-year period commencing on the date of termination, received compensation at least equal to that specified in Paragraph 4 of this Agreement during such time, and deferred pursuant to said deferred compensation agreement the amount of compensation specified therein; and (B) the benefits actually payable to Employee under such deferred compensation agreement; such amount to be payable in a lump sum to Employee on the second anniversary of the Employee’s termination of employment, provided that Employee shall not have breached said non-competition provisions. (v) Additional retirement benefits equal to the difference between: (A) the annual pension benefits that would have been payable to Employee under Company’s qualified defined benefit retirement plan (the “Severance PayPlan”) and under any nonqualified supplemental Employee retirement plan covering Employee (the “Supplemental Plan”), if any such Plan or Supplemental Plan shall be in effect, if Employee had been continued in the employ of Company for the three (3)-year period commencing on the date of termination and had received compensation at least equal to that specified in Paragraph 4(a) of this Agreement during such time and had been fully vested in the Executive’s most recent benefits payable under any such Plan and Supplemental Plan; and (B) the annual salary (excluding benefits actually payable to Employee under any such Plan and all executive bonus plan amounts)Supplemental Plan. Such severance payments (less applicable payroll taxes) The discounted present value of such additional benefits, shall be paid periodically payable to Employee in a lump sum, as calculated by the Executive as provided in paragraph 5(a) independent actuary for the payment Plan using the assumptions specified in the Plan, on the second anniversary of the Base Salary. The Executive hereby agrees to make a smooth transition Employee’s termination of responsibilities during employment, provided that ninety (90) day period and the Executive further agrees Employee shall not to take any legal action against the Company related to have breached said non-renewal competition provisions. (vi) At the date of termination of Employee’s employment, Employee shall be fully vested in any form of compensation previously granted to Employee (other than benefits payable under a qualified retirement plan), such as, by way of example only, restricted stock, stock options, and performance share awards. (vii) If Employee’s employment is terminated by reason of Employee’s Disability, Employee shall be entitled to receive, in addition to the other benefits provided under this Paragraph 7(e), disability benefits payable in accordance with any bona fide disability plan maintained by Company or Parent, to the extent Employee qualifies for benefits under the terms of such bona fide disability plan. (viii) A lump sum cash payment equal to three (3) times the sum of the average of the annual contributions, payments, credits or allocations made by the Company on behalf of the Employee for coverage under all life, health, disability and similar welfare benefit plans and programs and other perquisites maintained by the Company during the three (3) calendar year period preceding his termination of employment. Such payment shall be made on the first day of the seventh (7th) month following the Employee’s termination of employment, if the Employee is a “specified employee” as defined under Section 409A of the Code on the date of termination. If the Employee is not a specified employee on the date of termination, payment shall be made on the first day of the month following the Employee’s termination of employment. (eix) During Company shall reimburse Employee for the Salary Continuation Period amount of any reasonable legal or Severance Periodaccounting fees and expenses incurred by Employee to obtain or enforce any right or benefit provided to Employee by Company hereunder or as confirmed or acknowledged hereunder, the Executive provided that no such reimbursement shall be made earlier than seven (7) months following the Employee’s termination, if the Employee is a “specified employee” as that term is defined under Section 409A of the Code on the date of termination, and in no obligation to mitigate event shall any reimbursement be made any later than December 31 of the costs to calendar year following the year in which the expense is incurred by the Employee. (x) Company shall provide the Employee with reasonable outplacement services from a firm selected by the Company for a period of one (1) year commencing on the salary continuation date of termination, or severance paymentsuntil Employee accepts other employment, and, no compensation that the Executive may receive from another employer during the salary continuation or severance period shall be offset against amounts owed to Executive hereunder. Notwithstanding the foregoing, in order to be entitled to the payments under paragraphs 9(c) and (d), Executive shall be required to execute and deliver (and not revoke) a release of all employment related claims against the Company in a form attached hereto as Exhibit A.if earlier.

Payment Upon Termination. (a) If this Employment Agreement is terminated pursuant to paragraph 8(i) above, the Executive shall receive disability pay from the date of such termination until the second anniversary of the Effective Date at the rate of 50% of the Base Salary, reduced by applicable payroll taxes and further reduced by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of salary. (b) If the Employment Agreement is terminated pursuant to paragraph 8(ii) or 8(v) above, the Executive shall receive no salary continuation pay or severance pay. (c) If this Employment Agreement is terminated pursuant to paragraph 8(iii) above, the Executive shall receive salary continuation pay for the remainder of the contractual term, but not in any event for less than twenty-four months from the date of such termination (“Salary Continuation Period”), equal to the Executive’s most recent annual salary (excluding any and all executive bonus plan amounts). In addition, the Company shall pay the premiums necessary to continue Executive’s group health coverage for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. (d) If this Employment Agreement is terminated pursuant to paragraph 8(iv) above, or as a result of the Executive having terminated this Employment Agreement following a Material Demotion, the Executive shall receive salary continuation pay for the remainder of the contractual term, but not in any event for less than twenty-four months from the date of such termination (“Salary Continuation Period”), equal to the Executive’s most recent annual salary plus his target bonus (as determined under the bonus plan last in effect for the Executive). In addition, the Company shall pay the premiums necessary to continue Executive’s group health coverage for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c9(d) shall cease if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. (d) If the Company shall decide not to renew this Employment Agreement, the Executive shall receive severance pay, for a period of twenty-four months following the date of expiration of the then current term (“Severance Pay”), equal to the Executive’s most recent annual salary (excluding any and all executive bonus plan amounts). Such severance payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take any legal action against the Company related to said non-renewal and termination of employment. (e) During the Salary Continuation Period or Severance Period, the Executive shall be under no obligation to mitigate the costs to the Company of the salary continuation or severance payments, and, no compensation that the Executive may receive from another employer during the salary continuation or severance period shall be offset against amounts owed to Executive hereunder. Notwithstanding the foregoing, in order to be entitled to the payments under paragraphs 9(c) and (d), Executive shall be required to execute and deliver (and not revoke) a release of all employment related claims against the Company in a form attached hereto as Exhibit A.

Payment Upon Termination. (a) If Employee’s employment is terminated by the Corporation other than pursuant to Section (5)(c) the Corporation shall (subject to Employee’s entering into and not revoking a General Release with the Corporation in such form as it may then require; and provided that Employee (i) remains in full compliance with the Corporation’s Confidential Information Agreement; and (ii) performs such actions as the Corporation may reasonably request in transitioning Employee from his employment with the Corporation) continue to pay Employee the Base Salary (as defined in Section (4)) in effect immediately prior to the time of such termination (but without any bonus, commission or other similar amounts except as may have been earned and are due and payable prior to such termination) for three (3) months after the last full day Employee works under this Employment Agreement at its normal payroll payment dates, by direct deposit or regular mail at Employee’s election, provided Employee is terminated pursuant to paragraph 8(i) above, the Executive shall receive disability pay from the date not in breach of such termination until the second anniversary any of the Effective Date covenants herein; any unreimbursed expenses due to Employee pursuant the Corporation’s policy for which he has submitted acceptable supporting documentation; and any accrued but unused vacation time. The form of General Release currently used by the Corporation is attached hereto as Appendix A, and the Release shall be in substantially similar form with such changes as the Corporation deems appropriate at the rate time of 50% Employee’s termination. Employee shall be entitled to such payment only as set forth herein, and the provisions of the Base Salarythis Section (6) shall supersede in their entirety any severance payment provisions in any severance plan, reduced by applicable payroll taxes and further reduced policy, program or arrangement maintained by the amount received Corporation. In addition to any rights or remedies the Corporation may otherwise have, upon any breach of any agreements herein by Employee, Employee’s right to any continued payment of separation benefits shall immediately cease, and Employee shall be obligated to repay to the Corporation all amounts paid by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments Corporation for the separation benefits except for the amount of $1,000, which Employee shall be paid periodically entitled to the Executive as provided in paragraph 5(a) for the payment of salaryretain. (b) If In the Employment Agreement event Employee’s employment is terminated pursuant to paragraph 8(ii) or 8(v) aboveby death, the Executive Corporation shall receive no salary continuation pay to Employee’s estate the compensation which would otherwise be payable to Employee at the end of the month in which his death occurs and other unpaid amounts to which Employee would have been at that time entitled as an Employee under any applicable compensation or severance paybenefit plan or program. (c) If this Employment Agreement In the event Employee’s employment is terminated by the Corporation for Cause pursuant to paragraph 8(iiiSection (5)(c) or 8(iv) above, or as a result of the Executive having terminated this Employment Agreement following a Material Demotionhereof, the Executive Corporation shall receive salary continuation have no obligation to pay Employee any amounts, except for Base Salary through the last full day of actual work for the remainder of the contractual term, but not in any event for less than twenty-four months from the date of such termination (“Salary Continuation Period”), equal to the Executive’s most recent annual salary plus his target bonus (as determined under the bonus plan last in effect for the Executive). In addition, the Company shall pay the premiums necessary to continue Executive’s group health coverage for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRACorporation, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salaryany accrued but unused vacation time. (d) If In the Company shall decide not to renew this Employment Agreementevent Employee voluntarily resigns, the Executive Corporation shall receive severance payhave no obligation to pay Employee any amounts, except for a period Base Salary through the last full day of twenty-four months following actual work for the date of expiration of the then current term Corporation, or, if applicable, amounts payable in accordance with Section (“Severance Pay”1)(c), equal and other unpaid amounts to the Executive’s most recent annual salary (excluding which Employee is at that time entitled under any and all executive bonus applicable compensation or benefit plan amounts). Such severance payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take any legal action against the Company related to said non-renewal and termination of employmentor program. (e) During If Employee is incapacitated by a physical or mental condition, illness, or injury that prevents Employee from being able to perform his duties under this Employment Agreement in a satisfactory manner for substantially all of a twelve (12) consecutive week period (or such longer period as may be required by law or that the Salary Continuation Period Chief Executive Officer of the Corporation or Severance Periodhis designee may, in his discretion, determine) with any reasonable accommodation that may be required by law, then Employee shall be deemed to be unable to perform his job (any such physical or mental condition, illness, or injury, a “Disability”). In such event, the Executive Corporation may terminate Employee’s employment, in which case Employee shall receive (i) any accrued but unpaid Base Salary and other unpaid amounts to which Employee is at that time entitled under any applicable compensation or benefit plan or program and (ii) all applicable disability benefits consistent with any applicable benefits program. The Corporation shall have no further obligations to Employee. Nothing in this paragraph is intended to or shall operate to excuse the Corporation from any legal obligations it may have under applicable laws. (f) The Corporation shall deduct from the amounts payable to Employee pursuant to this Agreement all required withholding amounts and deductions, including but not limited to federal, state, local or foreign withholding amounts in accordance with all applicable laws and regulations and deductions authorized by Employee. Employee shall be solely responsible for and shall pay all taxes associated with the amounts payable under this Agreement. The Corporation shall be entitled to rely on an opinion of counsel if any questions as to the amount or requirement of withholding shall arise. (g) Employee shall have no obligation to mitigate any payments due hereunder. Any amounts earned by Employee from other employment shall not offset amounts due hereunder. The Corporation’s obligation to pay Employee the costs amounts provided hereunder shall not be subject to set-off, counterclaim or recoupment of amounts owed by Employee to the Company of the salary continuation Corporation or severance paymentsits affiliates, andexcept for any specific, no compensation that the Executive may receive from another employer during the salary continuation or severance period shall be offset against stated amounts owed to Executive hereunder. Notwithstanding the foregoing, in order to be entitled by Employee to the payments under paragraphs 9(c) and (d)Corporation, Executive shall be required to execute and deliver (and not revoke) a release of all employment related claims against the Company in a form attached hereto or as Exhibit A.otherwise stated herein.

Payment Upon Termination. (a) If this Employment Agreement Employee’s employment is terminated pursuant to paragraph 8(i) aboveby Company for Cause, as defined in Paragraph 1(a), the Executive obligations of Company under this Agreement shall cease and Employee shall forfeit all right to receive disability pay from any compensation or other benefits under this Agreement except only compensation or benefits accrued or earned and vested (if applicable) by Employee as of the date of such termination until termination, including base salary through the second anniversary date of termination, benefits payable under the terms of any qualified or nonqualified retirement plans or deferred compensation plans maintained by Company, any accrued vacation pay as of the Effective Date at the rate date of 50% of the Base Salary, reduced termination not yet paid by applicable payroll taxes Company and further reduced by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall benefits required to be paid periodically by law such as continued health care coverage pursuant to the Executive as provided in paragraph 5(aConsolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for (collectively, the payment of salary“Accrued Obligations”). (b) If Employee shall voluntarily terminate Employee’s employment during the Employment Agreement is terminated pursuant to paragraph 8(ii) or 8(v) aboveTerm, other than for Good Reason, as defined in Paragraph 1(e), the Executive obligations of Company under this Agreement shall cease and Employee shall forfeit all right to receive no salary continuation pay any compensation or severance payother benefits under this Agreement except only the Accrued Obligations. (c) If this Employment Agreement is terminated pursuant In the event of the death of Employee during the Term, then, in addition to paragraph 8(iiithe Accrued Obligations and any other benefits which may be payable by Company in respect of the death of Employee, the base salary then payable hereunder shall continue to be paid at the then current rate for a period of six (6) or 8(iv) abovemonths after such death to such beneficiary as shall have been designated in writing by Employee, or as a result of the Executive having terminated this Employment Agreement following a Material Demotionif no effective designation exists, the Executive shall receive salary continuation pay for the remainder of the contractual term, but not in any event for less than twenty-four months from the date of such termination (“Salary Continuation Period”), equal then to the Executive’s most recent annual salary plus his target bonus (as determined under the bonus plan last in effect for the Executive). In addition, the Company shall pay the premiums necessary to continue Executive’s group health coverage for the Salary Continuation Period under the applicable provisions estate of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereofEmployee. Such salary continuation payments (less applicable payroll taxes) payment shall be paid periodically to made in accordance with the Executive as provided in paragraph 5(a) for the Company’s normal payment of the Base Salarypractice. (d) If Employee’s employment is terminated by reason of Employee’s attainment of age sixty-five (65), the obligations of Company under this Agreement shall cease and Employee shall forfeit all right to receive any compensation or other benefits under this Agreement except only the Accrued Obligations. (e) If Employee’s employment is terminated by Company during the Term for any reason other than for Cause, or Employee’s death, or Employee’s attainment of age sixty-five (65), or if Employee’s employment is terminated during the Term by reason of Employee’s Disability, or if Employee shall voluntarily terminate Employee’s employment during the Term for Good Reason, Employee shall be entitled to receive, and Company shall decide not be obligated to renew this Employment Agreementpay and provide Employee, the following amounts: (i) An amount in consideration of the covenants by Executive set forth in Paragraphs 8 and 9 below to be determined by a nationally recognized independent certified public accounting firm selected and retained by Company to be the reasonable value of said covenants as of the date of termination of Employee’s employment, but in no event shall receive such amount be greater than the aggregate value of the benefits provided in subparagraphs (e)(ii), (iii), (iv), (v) and (viii) hereinbelow. The benefits otherwise payable to Executive pursuant to said subparagraphs shall be offset by the amount, if any, payable to Executive in respect of the covenants by Employee set forth in Paragraphs 8 and 9 below. Said amount paid in consideration of the covenants by Executive set forth in Paragraphs 8 and 9 below shall be paid in accordance with subparagraphs (e)(ii), (iii), (iv), (v) and (viii) below, and this subparagraph (i) shall not alter the time or form of payment of such amounts. (ii) An amount equal to three (3) times the base salary of Employee, at the rate in effect immediately prior to the date of termination, plus an amount equal to three (3) times the target percentage of the midpoint of Employee’s salary grade under the Company’s Officers Incentive Program for the year in which termination occurs if the employee is a participant in such plan at the time of the Change-in-Control. There shall be subtracted from the aggregate amount determined in accordance with the immediately preceding sentence the amount, if any, payable to Employee under any then effective severance pay, for a period pay plan of twentyCompany. Such amount so determined shall be divided into thirty-four six (36) equal amounts. Seven (7) such equal amounts shall be paid to the Employee on the date which is seven (7) months following the date of expiration termination of employment. The twenty-nine (29) remaining equal amounts shall be payable on the first day of each month subsequent to the date of the then current term first payment (“Severance Pay”one payment per month) until the payments are completed. Payments shall be treated as supplemental wage payments under applicable Treasury Regulations subject to federal tax withholding at the flat percentage rate applicable thereto. (iii) An amount equal to the aggregate amounts that Company would have contributed on behalf of Employee under Company’s qualified defined contribution retirement plan(s), if any such plan(s) shall be in effect (other than amounts attributable to Employee’s before-tax contributions to such plan(s)) plus estimated earnings thereon had Employee continued in the employ of Company for the three (3)-year period commencing on the date of termination and made contributions under said plan(s) at a rate, as a percentage of salary, equal to the Executiverate at which Employee had made contributions to said plan(s) in the plan year immediately preceding Employee’s most recent annual salary termination, to be payable in a lump sum to Employee thirty (excluding any and all executive bonus plan amounts). Such severance payments (less applicable payroll taxes30) shall be paid periodically to days after the Executive as provided in paragraph 5(a) for the payment expiration of the Base Salary. The Executive hereby agrees to make a smooth transition two (2) year non-competition period specified in Paragraph 9(a) of responsibilities during this Agreement and in no event earlier than seven (7) months following the Employee’s termination of employment, provided that ninety (90) day period and the Executive further agrees Employee shall not to take any legal action against the Company related to have breached said non-renewal competition provisions. (iv) An amount equal to the difference between: (A) benefits which would have been payable to Employee under any deferred compensation agreement between Company and Employee, if any such agreement shall be in effect, had Employee continued in the employ of Company for the three (3)-year period commencing on the date of termination, received compensation at least equal to that specified in Paragraph 4 of this Agreement during such time, and deferred pursuant to said deferred compensation agreement the amount of compensation specified therein; and (B) the benefits actually payable to Employee under such deferred compensation agreement; such amount to be payable in a lump sum to Employee thirty (30) days after the expiration of the two (2) year non-competition period specified in Paragraph 9(a) of this Agreement and in no event earlier than seven (7) months following the Employee’s termination of employment, provided that Employee shall not have breached said non-competition provisions. (v) Additional retirement benefits equal to the difference between: (A) the annual pension benefits that would have been payable to Employee under Company’s qualified defined benefit retirement plan (the “Plan”) and under any nonqualified supplemental Employee retirement plan covering Employee (the “Supplemental Plan”), if any such Plan or Supplemental Plan shall be in effect, if Employee had been continued in the employ of Company for the three (3)-year period commencing on the date of termination and had received compensation at least equal to that specified in Paragraph 4(a) of this Agreement during such time and had been fully vested in the benefits payable under any such Plan and Supplemental Plan; and (B) the annual benefits actually payable to Employee under any such Plan and Supplemental Plan. The discounted present value of such additional benefits, shall be payable to Employee in a lump sum, as calculated by the independent actuary for the Plan using the assumptions specified in the Plan, thirty (30) days after the expiration of the two (2) year non-competition period specified in Paragraph 9(a) of this Agreement and in no event earlier than seven (7) months following the Employee’s termination of employment, provided that Employee shall not have breached said non-competition provisions. (vi) At the date of termination of Employee’s employment, Employee shall be fully vested in any form of compensation previously granted to Employee (other than benefits payable under a qualified retirement plan), such as, by way of example only, restricted stock, stock options, and performance share awards. (vii) If Employee’s employment is terminated by reason of Employee’s Disability, Employee shall be entitled to receive, in addition to the other benefits provided under this Paragraph 7(e), disability benefits payable in accordance with any bona fide disability plan maintained by Company or Parent, to the extent Employee qualifies for benefits under the terms of such bona fide disability plan. (viii) A lump sum cash payment equal to three (3) times the sum of the average of the annual contributions, payments, credits or allocations made by the Company on behalf of the Employee for coverage under all life, health, disability and similar welfare benefit plans and programs and other perquisites maintained by the Company during the three (3) calendar year period preceding his termination of employment. Such payment shall be made on the first day of the seventh (7th) month following the Employee’s termination of employment. (eix) During Company shall reimburse Employee for the Salary Continuation Period amount of any reasonable legal or Severance Periodaccounting fees and expenses incurred by Employee to obtain or enforce any right or benefit provided to Employee by Company hereunder or as confirmed or acknowledged hereunder, the Executive provided that no such reimbursement shall be under made earlier than seven (7) months following the Employee’s termination and in no obligation to mitigate event any later than December 31 of the costs to second calendar year following the calendar year in which the termination of employment occurred. (x) Company shall provide the Employee with reasonable outplacement services from a firm selected by the Company for a period of one (1) year commencing on the salary continuation date of termination, or severance paymentsuntil Employee accepts other employment, and, no compensation that the Executive may receive from another employer during the salary continuation or severance period shall be offset against amounts owed to Executive hereunder. Notwithstanding the foregoing, in order to be entitled to the payments under paragraphs 9(c) and (d), Executive shall be required to execute and deliver (and not revoke) a release of all employment related claims against the Company in a form attached hereto as Exhibit A.if earlier.

Payment Upon Termination. (a) If this Employment Agreement Employee's employment is terminated pursuant to paragraph 8(i) aboveby Company for Cause, as defined in Paragraph 1(a), the Executive obligations of Company under this Agreement shall cease and Employee shall forfeit all right to receive disability pay from any compensation or other benefits under this Agreement except only compensation or benefits accrued or earned and vested (if applicable) by Employee as of the date of such termination until termination, including base salary through the second anniversary date of termination, benefits payable under the terms of any qualified or nonqualified retirement plans or deferred compensation plans maintained by Company, any accrued vacation pay as of the Effective Date at the rate date of 50% of the Base Salary, reduced termination not yet paid by applicable payroll taxes Company and further reduced by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall benefits required to be paid periodically by law such as continued health care coverage pursuant to the Executive as provided in paragraph 5(aConsolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") for (collectively, the payment of salary"Accrued Obligations"). (b) If Employee shall voluntarily terminate Employee's employment during the Employment Agreement is terminated pursuant to paragraph 8(ii) or 8(v) aboveTerm, other than for Good Reason, as defined in Paragraph 1(e), the Executive obligations of Company under this Agreement shall cease and Employee shall forfeit all right to receive no salary continuation pay any compensation or severance payother benefits under this Agreement except only the Accrued Obligations. (c) If this Employment Agreement is terminated pursuant In the event of the death of Employee during the Term, then, in addition to paragraph 8(iiithe Accrued Obligations and any other benefits which may be payable by Company in respect of the death of Employee, the base salary then payable hereunder shall continue to be paid at the then current rate for a period of six (6) or 8(iv) abovemonths after such death to such beneficiary as shall have been designated in writing by Employee, or as a result if no effective designation exists, then to the estate of Employee. Such payment shall be made on the first (1st) and fifteenth (15th) of each month, beginning on the first day of the Executive having terminated this Employment Agreement first month following a Material Demotion, the Executive shall receive salary continuation pay for the remainder of the contractual term, but not in any event for less than twenty-four months from the date of such termination (“Salary Continuation Period”), equal to the ExecutiveEmployee’s most recent annual salary plus his target bonus (as determined under the bonus plan last in effect for the Executive). In addition, the Company shall pay the premiums necessary to continue Executive’s group health coverage for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salarydeath. (d) If Employee's employment is terminated by reason of Employee's attainment of age sixty-five (65), the obligations of Company under this Agreement shall cease and Employee shall forfeit all right to receive any compensation or other benefits under this Agreement except the Accrued Obligations. (e) If Employee's employment is terminated by Company during the Term for any reason other than for Cause, or Employee's death, or Employee's attainment of age sixty-five (65), or if Employee's employment is terminated during the Term by reason of Employee's Disability, or if Employee shall voluntarily terminate Employee's employment during the Term for Good Reason, Employee shall be entitled to receive, and Company shall decide not be obligated to renew this Employment Agreementpay and provide Employee, the following amounts: (i) An amount in consideration of the covenants by Executive set forth in Paragraphs 8 and 9 below to be determined by a nationally recognized independent certified public accounting firm selected and retained by Company to be the reasonable value of said covenants as of the date of termination of Employee’s employment, but in no event shall receive severance paysuch amount be greater than the aggregate value of the benefits provided in subparagraphs (e)(ii), (iii), (iv), (v) and (viii) hereinbelow. The benefits otherwise payable to Executive pursuant to said subparagraphs shall be offset by the amount, if any, payable to Executive in respect of the covenants by Employee set forth in Paragraphs 8 and 9 below. Said amount paid in consideration of the covenants by Executive set forth in Paragraphs 8 and 9 below shall be paid in accordance with subparagraphs (e)(ii), (iii), (iv), (v) and (viii) below, and this subparagraph (i) shall not alter the time or form of payment of such amounts. (ii) An amount equal to three (3) times the base salary of Employee, at the rate in effect immediately prior to the date of termination, plus an amount equal to three (3) times the target percentage of the midpoint of Employee's salary grade under the Company's Officers Incentive Program for the year in which termination occurs if the employee is a period participant in such plan at the time of twentythe Change-four months in-Control. Such amount so determined shall be divided into thirty-six (36) equal amounts. If the Employee is not a “specified employee” as defined under Section 409A of the Code at the time of termination, payment of such equal amounts shall be made on the first day of each month, commencing with the first day of the first month following termination. If the Employee is a “specified employee” as that term is defined under Section 409A of the Code on the date of termination, seven (7) such equal amounts shall be paid to the Employee on the date which is the first day of the seventh (7th) month following the date of expiration termination of employment, and the twenty-nine (29) remaining equal amounts shall be payable on the first day of each month subsequent to the date of the then current term first payment (“Severance Pay”), one payment per month) until the payments are completed. Payments shall be treated as supplemental wage payments under applicable Treasury Regulations subject to federal tax withholding at the flat percentage rate applicable thereto. (iii) An amount equal to the Executive’s most recent annual salary (excluding aggregate amounts that Company would have contributed on behalf of Employee under Company's qualified defined contribution retirement plan(s), if any and all executive bonus plan amounts). Such severance payments (less applicable payroll taxessuch plan(s) shall be paid periodically in effect (other than amounts attributable to Employee's before-tax contributions to such plan(s)) plus estimated earnings thereon had Employee continued in the employ of Company for the three (3)-year period commencing on the date of termination and made contributions under said plan(s) equal to the Executive as provided in paragraph 5(amaximum amount that the Employee could have contributed under the terms of such plan(s) for the payment plan year immediately preceding Employee's termination, to be payable in a lump sum to Employee on the second anniversary of the Base Salary. The Executive hereby agrees to make a smooth transition Employee’s termination of responsibilities during employment, provided that ninety (90) day period and the Executive further agrees Employee shall not to take any legal action against the Company related to have breached said non-renewal competition provisions. (iv) An amount equal to the additional Interest Equivalent which would have been earned under any deferred compensation agreement between Company and Employee, if any such agreement shall be in effect, had Employee continued in the employ of Company for the three (3)-year period commencing on the date of termination, received compensation at least equal to that specified in Paragraph 4 of this Agreement during such time, and deferred pursuant to said deferred compensation agreement the amount of compensation specified therein; such amount to be payable in a lump sum to Employee on the second anniversary of the Employee’s termination of employment, provided that Employee shall not have breached said non-competition provisions. (v) Additional retirement benefits equal to the additional annual pension benefits that would have been payable to Employee under Company's qualified defined benefit retirement plan (the "Plan") and under any nonqualified supplemental Employee retirement plan covering Employee (the "Supplemental Plan"), if any such Plan or Supplemental Plan shall be in effect, if Employee had been continued in the employ of Company for the three (3)-year period commencing on the date of termination and had received compensation at least equal to that specified in Paragraph 4(a) of this Agreement during such time and had been fully vested in the benefits payable under any such Plan and Supplemental Plan. The discounted present value of such additional benefits, shall be payable to Employee in a lump sum, as calculated by the independent actuary for the Plan using the assumptions specified in the Plan, on the second anniversary of the Employee’s termination of employment, provided that Employee shall not have breached said non-competition provisions. (vi) At the date of termination of Employee's employment, Employee shall be fully vested in any form of compensation previously granted to Employee (other than benefits payable under a qualified retirement plan), such as, by way of example only, restricted stock, stock options, and performance share awards. (vii) If Employee's employment is terminated by reason of Employee's Disability, Employee shall be entitled to receive, in addition to the other benefits provided under this Paragraph 7(e), disability benefits payable in accordance with any bona fide disability plan maintained by Company or Parent, to the extent Employee qualifies for benefits under the terms of such bona fide disability plan. (viii) A lump sum cash payment equal to three (3) times the sum of the average of the annual contributions, payments, credits or allocations made by the Company on behalf of the Employee for coverage under all life, health, disability and similar welfare benefit plans and programs and other perquisites maintained by the Company during the three (3) calendar year period preceding his termination of employment. Such payment shall be made on the first day of the seventh (7th) month following the Employee’s termination of employment, if the Employee is a “specified employee” as defined under Section 409A of the Code on the date of termination. If the Employee is not a specified employee on the date of termination, payment shall be made on the first day of the month following the Employee’s termination of employment. (eix) During Company shall reimburse Employee for the Salary Continuation Period amount of any reasonable legal or Severance Periodaccounting fees and expenses incurred by Employee to obtain or enforce any right or benefit provided to Employee by Company hereunder or as confirmed or acknowledged hereunder, the Executive provided that no such reimbursement shall be made earlier than seven (7) months following the Employee’s termination, if the Employee is a “specified employee” as that term is defined under Section 409A of the Code on the date of termination, and in no obligation to mitigate event shall any reimbursement be made any later than December 31 of the costs to calendar year following the year in which the expense is incurred by the Employee. (x) Company shall provide the Employee with reasonable outplacement services from a firm selected by the Company for a period of one (1) year commencing on the salary continuation date of termination, or severance paymentsuntil Employee accepts other employment, and, no compensation that the Executive may receive from another employer during the salary continuation or severance period shall be offset against amounts owed to Executive hereunder. Notwithstanding the foregoing, in order to be entitled to the payments under paragraphs 9(c) and (d), Executive shall be required to execute and deliver (and not revoke) a release of all employment related claims against the Company in a form attached hereto as Exhibit A.if earlier.

Payment Upon Termination. (a) If this Employment Agreement is terminated Upon termination of Executive’s employment (i) by the Executive voluntarily pursuant to paragraph 8(iSection 6.1(a) abovehereof, (ii) by reason of Executive’s permanent incapacity pursuant to Section 6.1(b) hereof, or (iii) by the Company for cause pursuant to Section 6.1(c) hereof, the Executive Company shall receive disability pay from to Executive, within thirty (30) days after the effective date of such termination until the second anniversary termination, an amount equal to Executive’s then Base Salary accrued as of the Effective Date at the rate of 50% of the Base Salary, reduced by applicable payroll taxes and further reduced such date plus any unreimbursed expenses then owed by the amount received by the Executive during such period Company to Executive. All reimbursements provided under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments this Agreement shall be paid periodically to the Executive as made or provided in paragraph 5(a) for accordance with the payment requirements of salary.Code Section 409A. (b) If the Employment Agreement is terminated Upon termination of Executive’s employment by reason of Executive’s death pursuant to paragraph 8(iiSection 6.1(b) or 8(v) abovehereof, the Executive Company shall receive no salary continuation pay or severance pay. to Executive, within thirty (c30) If this Employment Agreement is terminated pursuant days after Executive’s death, an amount equal to paragraph 8(iii) or 8(iv) above, or Executive’s then Base Salary accrued as a result of the Executive having terminated this Employment Agreement following a Material Demotion, the Executive shall receive salary continuation pay for the remainder of the contractual term, but not in any event for less than twenty-four months from the date of such termination (“Salary Continuation Period”), equal date plus any unreimbursed expenses then owed by the Company to the Executive’s most recent annual salary plus his target bonus (as determined under the bonus plan last in effect for the Executive). In addition, the Company shall continue to pay the premiums necessary to continue Executive’s group health coverage surviving spouse, if any, Executive’s then Base Salary, for a period of ninety (90) days. (c) Upon termination of Executive’s employment (i) by the Salary Continuation Period under the applicable provisions Company without cause pursuant to Section 6.1(d) hereof, (ii) by Executive for Good Reason pursuant to Section 6.1(e) hereof or (iii) by Executive following a Change in Control of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”Company pursuant to Section 6.1(f), provided the Company shall make a cash payment to Executive elects within thirty (30) days after the effective date of such termination of an amount equal to three (3) years of Executive’s then Base Salary, plus any unreimbursed expenses then owed by the Company to Executive. After any such termination, the Company shall not be obligated to further compensate Executive nor provide the benefits to Executive described in Article 3 hereof, except the benefits contemplated by Sections 3.3 and 3.5 hereof shall continue for a period of three (3) years after such termination of the Employment Term, or as may be required by law. (d) Nothing contained in this Section 6.2 shall affect the terms of any employee stock options, stock grants, or other equity-based compensation that may have been issued by the Company to Executive, which in the event of termination of Executive’s employment with the Company shall continue to be governed by their own terms and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this periodconditions; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. (d) If Executive’s employment is terminated by the Company shall decide not to renew this Employment Agreement“without cause”, the Executive shall receive severance pay, for a period of twenty-four months following the date of expiration of the then current term (“Severance Pay”), equal to the Executive’s most recent annual salary (excluding any and all executive bonus plan amounts). Such severance payments (less applicable payroll taxes) shall be paid periodically stock options, stock grants or other stock based compensation granted to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take any legal action against the Company related to said non-renewal and termination of employment. (e) During the Salary Continuation Period or Severance Period, the Executive shall be under no obligation to mitigate the costs to the Company of the salary continuation or severance payments, and, no compensation that the Executive may receive from another employer during the salary continuation or severance period shall be offset against amounts owed to Executive hereunder. Notwithstanding the foregoing, in order to be entitled to the payments under paragraphs 9(c) and (d), Executive shall be required to execute and deliver (and not revoke) a release of all employment related claims against the Company in a form attached hereto as Exhibit A.then immediately vest.

Payment Upon Termination. (a) If this Employment Agreement is terminated pursuant to paragraph 8(i) above, the Executive Employee shall receive disability pay from the date of such termination until the second third anniversary of the Effective Date at the rate of 50% of the Base Salary, reduced by applicable payroll taxes and further reduced by the amount received by the Executive Employee during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall be paid periodically to the Executive Employee as provided in paragraph 5(a) for the payment of salary. (b) If the Employment Agreement is terminated pursuant to paragraph 8(ii) or 8(v8(iv) above, the Executive Employee shall receive no salary continuation pay or severance pay. (c) If this Employment Agreement is terminated pursuant to paragraph 8(iii) or 8(iv) above, above or as a result of the Executive Employee having terminated this Employment Agreement following a Material Demotion, the Executive Employee shall receive salary continuation pay for the remainder of the contractual term, but not in any event for less than twenty-four months from the date of such termination (“Salary Continuation Period”), term equal to the ExecutiveEmployee’s most recent annual salary plus his or her target bonus (as determined under the bonus plan last in effect for the ExecutiveEmployee). In addition, the Company shall pay the premiums necessary to continue Executive’s group health coverage for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) payments shall cease if the Executive Employee shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. (d) If the Company shall decide not to renew this Employment Agreement, the Executive shall receive severance pay, for a period of twenty-four months following the date of expiration of the then current term (“Severance Pay”), equal to the Executive’s most recent annual salary (excluding any and all executive bonus plan amounts). Such severance payments (less applicable payroll taxes) shall be paid periodically to the Executive Employee as provided in paragraph 5(a) for the payment of the Base Salary. The Executive If the Company shall decide not to renew this Employment Agreement, the ninety (90) days’ notification of the Company’s intention shall serve as adequate termination notice and the Employee hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive Employee further agrees not to take any legal action against the Company related to said non-renewal and termination of employment. (ed) During the Salary Continuation Period or Severance Periodsalary continuation period, the Executive Employee shall be under no obligation to mitigate the costs to the Company of the salary continuation or severance payments, and, provided that the Employee is not in breach of his obligations under paragraph 13 hereof, no compensation that the Executive Employee may receive from another employer during the salary continuation or severance period shall be offset against amounts owed to Executive Employee hereunder. Notwithstanding the foregoing, in order to be entitled to the payments under paragraphs 9(c) and (d), Executive shall be required to execute and deliver (and not revoke) a release of all employment related claims against the Company in a form attached hereto as Exhibit A..

Payment Upon Termination. (a) If this Employment Agreement is terminated pursuant to paragraph 8(i) above, the Executive shall receive disability pay from the date of such Upon termination until the second anniversary of the Effective Date at the rate of 50% of the Base Salary, reduced by applicable payroll taxes and further reduced by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall be paid periodically to the Executive as provided in paragraph 5(a) Employment Term for the payment of salary. (b) If the Employment Agreement is terminated pursuant to paragraph 8(ii) or 8(v) above, the Executive shall receive no salary continuation pay or severance pay. (c) If this Employment Agreement is terminated pursuant to paragraph 8(iii) or 8(iv) aboveCause, or as a result of Executive’s resignation pursuant to Section 3.1(e), in the absence of circumstances described in Section 3.2(e), Executive having terminated shall be entitled to receive the compensation under Section 2.1 owed to Executive but unpaid for performance rendered under this Agreement as of the date of termination and any additional compensation he may be entitled to receive under the terms of any employee benefit plan offered by the Company. (b) Upon termination of the Employment Term by the death of Executive, Executive's estate shall be entitled to receive (i) the compensation under Section 2.1 owed to Executive but unpaid for performance rendered under this Agreement following as of the date of death; and (ii) a Material Demotionlump sum equal to Executive’s pro-rata share (based on days worked before death) of the bonus to which he would have been entitled under Section 2.2 if he had been an employee on the date bonuses for the then-current fiscal year were distributed. In addition to the foregoing, upon such termination (i) all of Executive’s Equity Awards that are outstanding on the date of Executive’s death shall be deemed amended, without further action by the Parent, the Executive shall receive salary continuation pay for Company or Executive, so that any portion of such Equity Awards that would have vested solely with the remainder passage of time over the contractual term, but not in any event for less than twenty-four months from (24) month period following such termination, had Executive remained an employee of the Company during such period, shall be immediately vested and exercisable as of the date of termination, and any such termination stock options shall thereafter continue or expire in accordance with their original terms, and (“Salary Continuation Period”), equal to the Executive’s most recent annual salary plus his target bonus (as determined under the bonus plan last in effect for the Executive). In addition, ii) the Company shall continue to provide and pay the for all health, hospitalization and long-term care insurance premiums necessary to continue provide Executive’s 's dependent family members, if any, with coverage under the Company's group health coverage for insurance program, on the Salary Continuation Period under the applicable provisions same terms and conditions as offered to other executives of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that Company throughout the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach period of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. (d) If the Company shall decide not to renew this Employment Agreement, the Executive shall receive severance paycoverage, for a period of twenty-four (24) months following from and after the date of Executive's termination of employment. From and after the expiration of the then current term such twenty-four (“Severance Pay”)24) month period, equal all applicable laws shall continue to the Executive’s most recent annual salary (excluding apply to any and all executive bonus plan amounts)person's or persons' rights to continue such benefits. Such severance payments (less applicable payroll taxesPayments pursuant to this Section 3.2(b) shall be paid periodically in addition to any insurance proceeds that may be payable to Executive’s estate or beneficiaries. (c) In the event that during the Employment Term Executive becomes Disabled (as defined in Section 3.1(b)) and the Company thereafter terminates Executive's employment during the continuation of such disability, Executive shall be entitled to receive (i) the compensation under Section 2.1 owed to Executive but unpaid for performance rendered under this Agreement as of the date of termination; (ii) a lump sum equal to Executive’s pro rata share (based on days worked before he became disabled) of the bonus to which he would have been entitled under Section 2.2 if he had been an employee on the date bonuses for the then-current fiscal year were distributed; and (iii) continuation of Executive's Base Compensation, as in effect immediately prior to the Executive as provided in paragraph 5(a) date of termination of employment, for the payment a period of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and days following the Executive further agrees not to take any legal action against the Company related to said non-renewal and termination of employment, which shall be paid as and when salary payments would otherwise be made under Section 2 of this Agreement. In addition to the foregoing, upon such termination of employment (i) all of Executive’s Equity Awards that are outstanding on the date of Executive’s termination from employment shall be deemed amended, without further action by the Parent, the Company or Executive, so that any portion of such Equity Awards that would have vested solely with the passage of time over the twenty-four (24) month period following such termination, had Executive remained an employee of the Company during such period, shall be immediately vested and exercisable as of the date of termination, and any such stock options shall thereafter continue or expire in accordance with their original terms, and (ii) the Company shall continue to provide and to pay for all health, hospitalization and long-term care insurance premiums necessary to provide Executive and his dependent family members, if any, with coverage under the Company's group health insurance program, on the same terms and conditions as offered to other executives of the Company throughout the period of coverage, for a period of twenty-four (24) months from after the date of Executive's termination of employment. From and after the expiration of such twenty-four (24) month period, all applicable laws shall continue to apply to any person's or person' rights to continue such benefits. Payments pursuant to this Section 3.2 (c) shall be in addition to any disability insurance payments that may be payable to Executive. (d) In the event that the Company terminates Executive's employment for any reason other than those set forth in subsections 3.1 (a), (b) or (c) above, except upon expiration of the Employment Term, or unless the provisions of Section 3.2(e) apply, Executive shall be entitled to receive the compensation under Section 2.1 owed to Executive but unpaid for performance rendered under this Agreement as of the date of termination, and the Company will be obligated to pay Executive an amount equal to eighteen (18) months of his Base Compensation, as in effect immediately prior to the date of termination (the “Termination Severance”). Executive shall also be entitled to receive his pro-rata share (based on days worked before termination) of the bonus to which he would have been entitled under Section 2.2 if he had been an employee on the date bonuses for the then-current fiscal year were distributed. Such payments of Base Compensation and bonus shall be made over time, as and when salary and bonuses would otherwise be payable under Section 2 of this Agreement; provided, however, that on February 15 of the year following the termination date, the Company shall pay Executive in one lump sum any unpaid portion of the Termination Severance. In addition to the foregoing, upon such termination of employment, (i) all of Executive’s Equity Awards that are outstanding on the date of Executive’s termination from employment shall be deemed amended, without further action by the Parent, the Company or Executive, so that any portion of such Equity Awards that would have vested solely with the passage of time over the twenty-four (24) month period following such termination, had Executive remained an employee of the Company during such period, shall be immediately vested and exercisable as of the date of termination, and any such stock options shall thereafter continue or expire in accordance with their original terms, and (ii) the Company shall continue to provide and to pay for all health, hospitalization and long-term care insurance premiums necessary to provide Executive and Executive's dependant family members, if any, with coverage under the Company's group health insurance program , on the same terms and conditions as offered to other executives of the Company throughout the period of coverage, for a period of twelve (12) months from and after the date of Executive's termination of employment. From and after the expiration of such twelve (12) month period, all applicable laws shall continue to apply to any person's or persons' rights to continue such benefits. (e) During In the Salary Continuation Period event that (i) during the Employment Term a “Change in Control” (as defined below) shall occur and (ii) within eighteen (18) months following such Change in Control, either (A) the Company substantially reduces Executive's scope of responsibility or Severance Periodmoves the Company’s headquarter offices away from the Metropolitan Atlanta area, and Executive resigns as a result of such action, or (B) the Company terminates Executive’s employment for any reason other than those set forth in subsections (a), (b) or (c) above then, in lieu of the amounts payable pursuant to Section 3.2(d), Executive shall be entitled to receive (i) the compensation under no obligation Section 2.1 owed to mitigate Executive but unpaid for performance rendered under this Agreement as of the costs date of resignation or termination; (ii) a lump sum equal to the average of the bonus paid to Executive with respect to each of the two fiscal years of the Company prior to the year in which the resignation or termination occurs; and (iii) an amount equal to thirty-six (36) months of his Base Compensation, as in effect immediately prior to the date of resignation or termination. The amount payable pursuant to clause (iii) of the immediately preceding sentence (the “CIC Severance”) shall be payable in periodic amounts, each equal to the periodic Base Compensation payments being made to Executive immediately prior to the date of resignation or termination, on the dates that salary payments are normally made to executives of the Company or its successor; provided, however, that on February 15 of the year following the date of resignation or termination, the Company shall pay Executive in one lump sum any remaining unpaid portion of the CIC Severance. Notwithstanding the provisions of the immediately preceding sentence, in the event that the Company shall fail to make any payment of the CIC Severance, which failure is not cured within thirty (30) days following written notice to the Company of the salary continuation or severance paymentsfailure to make such payment, andthen all remaining portions of the CIC Severance shall thereupon be immediately due and payable without further notice to the Company. All payments made pursuant to this Section 3.2(e), no compensation that other than the Executive may receive from another employer during the salary continuation or severance period CIC Severance, shall be offset against amounts owed made within thirty (30) days following the date of resignation or termination. In addition to Executive hereunder. Notwithstanding the foregoing, upon the date of resignation or termination (i) all of Executive’s Equity Awards that are outstanding on the date of Executive’s resignation or termination from employment shall be deemed amended, without further action by the Parent, the Company or Executive, so that any portion of such Equity Awards that would have vested solely with the passage of time over the twenty-four (24) month period following such resignation or termination, had Executive remained an employee of the Company during such period, shall be immediately vested and exercisable as of the date of resignation or termination, and any such stock options shall thereafter continue or expire in order to be entitled to the payments under paragraphs 9(c) accordance with their original terms, and (d), Executive shall be required to execute and deliver (and not revokeii) a release of all employment related claims against the Company in shall continue to provide and pay for all health, hospitalization and long-term care insurance premiums necessary to provide Executive and Executive's dependant family members, if any, with coverage under the Company's group health insurance program, on the same terms and conditions as offered to other executives of the Company throughout the period of coverage, for a form attached hereto as Exhibit A.period of eighteen (18) months from and after the date of resignation or termination. From and after the expiration of such eighteen (18) month period, all applicable laws shall continue to apply to any person's or persons' rights to continue such benefits.

Payment Upon Termination. (a) If this Employment Agreement the employment of the Employee is terminated by the Corporation other than pursuant to paragraph 8(iSection 5 (c) abovehereof, the Executive Corporation (i) shall receive disability continue to pay from Employee the date Base Salary in effect immediately prior to the time of such termination until for twelve (12) months after the second anniversary last full day Employee works under this Agreement at its normal payroll payment dates; (ii) shall reimburse Employee for the premiums (if any) he pays for continuation of life insurance should he elect to exercise the conversion feature of the Effective Date at Corporation's group life policy then in effect for twelve (12) months after the rate last full day Employee works under this Agreement; and (iii) continue to pay for such medical/dental/vision insurance as Employee may then receive for twelve (12) months after the last full day Employee works under this Agreement; (iv) continued participation in the Corporation's other benefit plans under the terms in effect immediately prior to termination for a period of 50% 12 months (such payments of Base Salary and payments or reimbursements of insurance premiums by the Corporation, the "Severance Benefits).Employee agrees that, (a) his eligibility for or entitlement to the foregoing Severance Benefits shall be subject to Employee's execution and delivery of a release, in such form as the Corporation may require, that, among other things, may be a general release of any and all claims Employee may have against Employer, (b) Employee shall have no rights or remedies in the event of his or her termination by the Corporation without Cause and other than as a result of Disability or death except for those set forth in this Agreement and (c) Employee's right to receive any of the Base Salaryforegoing Severance Benefits shall be expressly conditioned upon Employee's full compliance with the Corporation's Confidentiality Agreement, reduced pursuant to its continued effectiveness, and Employee's full cooperation with the Corporation in both fulfilling the terms of this Agreement and the Corporation's Confidentiality Agreement and otherwise performing such actions as the Corporation may request in transitioning Employee from his employment with the Corporation and upon any breach of either such agreement by applicable payroll taxes Employee, Employee's rights to any continued payment of Severance Benefits shall immediately cease and further reduced Employee shall be obligated to repay to the Corporation all amounts paid by the Corporation for the Severance Benefits except for the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments of $1,000, which Employee shall be paid periodically entitled to the Executive as provided in paragraph 5(a) for the payment of salaryretain. (b) If the Employment Agreement employment of the Employee is terminated pursuant to paragraph 8(ii) or 8(v) aboveby death, the Executive Corporation shall receive no salary continuation pay or severance payto the estate of the Employee an amount equal to 12 months Base Annual Salary at the rate in effect immediately prior to termination. (c) If In the event the employment of the Employee is terminated at the election of the Corporation pursuant to Section (5) (c) hereof, the Employee shall only be entitled to his base salary through the last day of actual employment or the date of termination, whichever is earlier. (d) In the event the Employee voluntarily terminates his employment on the expiration of the period of employment as provided in Section (1), the Employee shall not be entitled to any compensation, and the Corporation shall have no obligation to pay the Employee any compensation, except as is provided in this Employment Agreement Agreement. (e) in the event the Employee's employment is terminated pursuant to paragraph 8(iii) without "cause" by the Corporation or 8(iv) aboveby the Employee for Good Reason (as defined in Appendix A), upon or as a result of the Executive having terminated this Employment Agreement a Change in Control (as defined in Appendix A) or at any time within 2 years following such a Material DemotionChange in Control, the Executive Employee shall receive salary continuation pay (i) 36 months Base Annual Salary, at the rate in effect immediately prior to termination; (ii) the Target Bonus under the MKS Management Incentive Plan for 36 months following termination at the remainder rate in effect prior to termination (which foregoing Base Annual Salary and Target Bonus amounts shall be payable to Employee in a lump sum amount within 30 days of the contractual term, but not in any event for less than twenty-four months from the date of termination, and shall be grossed up to account for applicable federal and state income taxes payable by Employee with respect to such termination amounts) (“Salary Continuation Period”), equal to iii) continued participation in the Executive’s most recent annual salary plus his target bonus (as determined Corporation's benefit plans under the bonus plan last terms in effect for the Executive). In addition, the Company shall pay the premiums necessary immediately prior to continue Executive’s group health coverage for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. (d) If the Company shall decide not to renew this Employment Agreement, the Executive shall receive severance pay, termination for a period of twenty-four months following the date of expiration of the then current term 36 months; (“Severance Pay”), equal to the Executive’s most recent annual salary (excluding any and all executive bonus plan amounts). Such severance payments (less applicable payroll taxesiv) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take any legal action against the Company related to said non-renewal and termination of employment. (e) During the Salary Continuation Period or Severance Period, the Executive shall be under no obligation to mitigate the costs to the Company of the salary continuation or severance payments, and, no compensation that continuation in the Executive may receive from another employer during the salary continuation or severance Corporation's medical, dental, vision and life insurance plans for a period shall be offset against amounts owed to Executive hereunder. Notwithstanding the foregoing, in order to be entitled to the payments under paragraphs 9(c) and (d), Executive shall be required to execute and deliver (and not revoke) a release of all employment related claims against the Company in a form attached hereto as Exhibit A.36 months.

Payment Upon Termination. (a) If this Employment Agreement is terminated pursuant to paragraph 8(i) above, the Executive shall receive disability pay from the date of such termination until the second anniversary of the Effective Date at the rate of 50% of the Base Salary, reduced by applicable payroll taxes and further reduced by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of salary. (b) If the Employment Agreement is terminated pursuant to paragraph 8(ii) or 8(v) above, the Executive shall receive no salary continuation pay or severance pay. (c) If this Employment Agreement is terminated pursuant to paragraph 8(iii) or 8(iv) above, or as a result of the Executive having terminated this Employment Agreement following a Material Demotion, the Executive shall receive salary continuation pay for the remainder of the contractual term, but not in any event for less than twenty-four twelve months from the date of such termination (“Salary Continuation Period”), equal to the Executive’s most recent annual salary plus his target bonus (as determined under the bonus plan last in effect for the Executive). In addition, the Company shall pay the premiums necessary to continue Executive’s group health coverage for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. (d) If the Company shall decide not to renew this Employment Agreement, the Executive shall receive severance pay, for a period of twenty-four twelve months following the date of expiration of the then current term (“Severance Pay”), equal to the Executive’s most recent annual salary (excluding any and all executive bonus plan amounts). Such severance payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take any legal action against the Company related to said non-renewal and termination of employment. (e) During the Salary Continuation Period or Severance Period, the Executive shall be under no obligation to mitigate the costs to the Company of the salary continuation or severance payments, and, no compensation that the Executive may receive from another employer during the salary continuation or severance period shall be offset against amounts owed to Executive hereunder. Notwithstanding the foregoing, in order to be entitled to the payments under paragraphs 9(c) and (d), Executive shall be required to execute and deliver (and not revoke) a release of all employment related claims against the Company in a form attached hereto as Exhibit A.

Payment Upon Termination. (a) If this Employment Agreement is terminated pursuant to paragraph 8(i) aboveby the Company for Cause, or the Executive resigns without Good Reason, during the Term of Employment, the Executive shall receive disability not be entitled to severance pay from the date of such termination until the second anniversary of the Effective Date at the rate of 50% of the Base Salary, reduced by applicable payroll taxes and further reduced by the amount received any kind but shall be entitled to be reimbursed for all reasonable business expenses incurred by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments and shall be paid periodically the Base Salary earned by the Executive prior to the Executive as provided in paragraph 5(a) for effective date of termination or resignation, and all obligations of the payment of salaryCompany under Section 4 hereof shall terminate upon the designated termination date, except to the extent otherwise required by law. (b) If In the Employment Agreement event that the Executive is terminated pursuant to paragraph 8(ii) without Cause or 8(v) above, the Executive shall receive no salary continuation pay or severance pay. (c) If this Employment Agreement is terminated pursuant to paragraph 8(iii) or 8(iv) above, or as a result of the Executive having terminated this Employment Agreement following a Material Demotion, the Executive shall receive salary continuation pay for the remainder of the contractual term, but not in any event for less than twenty-four months from the date of such termination (“Salary Continuation Period”), equal to the Executive’s most recent annual salary plus his target bonus (as determined under the bonus plan last in effect for the Executive). In additionresigns with Good Reason, the Company shall pay the premiums necessary to continue Executive’s group health coverage Executive thirty-five (35) months Base Salary at the rate prevailing for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects immediately prior to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive such termination as provided in paragraph 5(a) for the payment of the Base Salary. (d) If the Company shall decide not to renew this Employment Agreement, the Executive shall receive severance pay, for a period of twenty-four months following payable in accordance with Company’s normal payroll. The Executive shall also be entitled to receive benefits to which he was entitled immediately preceding the date of expiration of the then current term (“Severance Pay”)termination for a similar 35 month period, equal including but not limited to the Executive’s most recent annual salary (excluding any health and all executive bonus plan amounts). Such severance payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take any legal action against the Company related to said non-renewal and termination of employment. (e) During the Salary Continuation Period or Severance Period, the Executive shall be under no obligation to mitigate the costs to the Company of the salary continuation or severance payments, and, no compensation that the Executive may receive from another employer during the salary continuation or severance period shall be offset against amounts owed to Executive hereunderdental insurance. Notwithstanding the foregoing, the timing of the payments described in order this subsection (b) of section 5.4 may be modified if, and only if, necessary to comply with the provisions of Section 409A of the Internal Revenue Code such that the amounts payable to the Executive are paid to him in the year in which such income is required to be entitled included in his gross income for tax purposes. (c) The parties agree that this Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code and the regulations and other guidance promulgated thereunder or an exemption from 409A. Notwithstanding anything in this Agreement to the contrary, if the Executive is a “specified employee” (as described in Section 409A) on the date of his termination, any amount to which the Executive would otherwise be entitled during the first six (6) months following separation of service that constitutes nonqualified deferred compensation within the meaning of Section 409A and that is therefore not exempt from Section 409A as involuntary separation pay or a short-term deferral will be accumulated and paid in a single lump sum cash payment (without interest) on the earlier of (i) the first business day of the seventh (7th) month following the date of such “separation from service” (as defined under Section 409A) or (ii) the date of the Executive’s death, and any remaining payments and benefits due under paragraphs 9(c) and (d), Executive this Agreement shall be required paid or provided in accordance with the normal payment dates specified for them herein. For purposes of this Agreement, each amount to execute and deliver (and not revoke) be paid or benefit to be provided hereunder shall be construed as a release separate identified payment for purposes of all employment related claims against the Company in a form attached hereto as Exhibit A.Section 409A.

Payment Upon Termination. (a) If the Company terminates the Executive’s employment for Cause, the Company will pay to the Executive within sixty (60) days of such termination of employment: (i) all earned but unpaid Base Salary; (ii) all accrued but unused vacation pay; (iii) vested and accrued bonuses or other incentive compensation as determined by the documents governing any bonus or incentive compensation plans in which the Executive participates during his employment with the Company; and (iv) reimbursements for reasonable, necessary, and properly-documented expenses incurred by the Executive on behalf of the Company during the Executive’s employment. The Executive shall be entitled to no other benefits under this Employment Agreement is terminated pursuant to paragraph 8(i) above, in the Executive shall receive disability pay from the date event of such a termination until the second anniversary of the Effective Date at the rate of 50% of the Base Salary, reduced by applicable payroll taxes and further reduced by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of salaryCause. (b) If the Executive’s employment is terminated by the Company other than for Cause or the Executive resigns for Good Reason (as such term is defined in Section (6)(b) hereof), the Company: (i) shall continue to pay the Executive the Base Salary in effect immediately prior to the time of such termination for twelve (12) months after the last full day the Executive works under this Employment Agreement is terminated on its normal payroll payment dates; (ii) shall pay to the Executive a lump sum equal to (A) the prorated share of the Executive’s short-term cash incentive compensation for the year of termination, with such amount being the greater of (1) the target amount as pro-rated to the termination date or (2) the amount actually earned as of the termination date, plus (B) the long-term incentive compensation due to the Executive as provided under the terms of such long-term cash or equity incentive plans as if a Change In Control had occurred on the termination date; (iii) shall reimburse the Executive for twelve (12) months of premiums (if any) that he pays for continuation of life insurance and disability insurance should he elect to exercise the conversion feature (if any) of the Company’s group life policy then in effect or, at the Company’s option, purchase an equivalent policy for the Executive; and (iv) shall continue to pay for such medical and dental insurance as the Executive may then receive for a period of up to twelve (12) months should the Executive elect continuation of group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) (such payments and reimbursements specified in clauses (i) through (iv), the “Severance Benefits”); provided that the premiums reimbursable pursuant to paragraph 8(iithe foregoing clause (iii) and the continued insurance pursuant to the foregoing clause (iv) will no longer be provided upon the Executive’s eligibility for insurance covering substantially the same insured matters under any other plans or 8(vpolicies from a third party (e.g., spouse’s employer, the Executive’s subsequent employer, or any other party with a relationship with the Executive); and provided further, that, to the extent that the promise or provision of any continued group health benefit pursuant to this Section (5)(b) abovewould cause a group health plan maintained for the officers or employees of the Company to fail to comply with Section 2716 of the Public Health Service Act or any similar law, the Executive shall be provided with distributions of cash in lieu of such benefit, at the same times and in the same forms as the premium payments which would have been made to provide such benefit, in amounts adequate for the Executive to purchase a comparable health benefit. The Executive agrees that, (a) his eligibility for or entitlement to the foregoing Severance Benefits shall be subject to the Executive’s execution, delivery, and non-revocation of a release, the form of which shall be reasonably satisfactory to the Executive and the Company, within sixty (60) days of the Executive’s termination of employment, which, among other things, shall include a general release of any and all claims the Executive may have against the Company; (b) the Executive shall have no rights or remedies in the event of his termination by the Company other than for Cause and other than as a result of Disability or death or by the Executive for Good Reason, except for those set forth in this Employment Agreement; and (c) the Executive’s right to receive no salary continuation pay or severance payany of the foregoing Severance Benefits shall be expressly conditioned upon (1) the Executive’s full compliance with the non-compete provision contained in Section (7) below and the confidentiality provision contained in Section (8) below, pursuant to their continued effectiveness, and (2) the Executive’s full cooperation with the Company in both fulfilling the terms of this Employment Agreement and otherwise performing such actions as the Company may request in transitioning the Executive from his employment with the Company. Upon any breach of this Employment Agreement, the Executive’s rights to any continued payment of Severance Benefits shall immediately cease, and the Executive shall be obligated to repay to the Company all amounts paid by the Company for the Severance Benefits. (c) If this Employment Agreement is terminated pursuant to paragraph 8(iiithe Executive voluntarily resigns or retires from his employment with the Company without Good Reason (as defined in Section (6)(b) or 8(iv) abovehereof), or as a result in the event of the Executive having terminated this Employment Agreement following a Material DemotionExecutive’s death or Disability, the Executive shall receive salary continuation pay for be entitled to such benefits as are available to him pursuant to the remainder Company’s then effective disability and life insurance or other plans in which the Executive has participated prior to the termination of his employment. The Executive’s entitlement to benefits under this paragraph shall be determined by the terms of the contractual termplans in which the Executive has participated as set forth in the documents governing each such plan, but not in any event for less than twenty-four months as the same may be amended from the date of such termination (“Salary Continuation Period”), equal time to the Executive’s most recent annual salary plus his target bonus (as determined under the bonus plan last in effect for the Executive)time. In additionthe case of resignation without Good Reason, retirement, death, or Disability, the Company shall pay the premiums necessary Executive is entitled to continue Executive’s group health coverage for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those no benefits under COBRAthis Agreement, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described except those specified in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments Section (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary5)(a). (d) If the Company shall decide not Executive is incapacitated by a physical or mental condition, illness, or injury that prevents the Executive from being able to renew perform his duties under this Employment AgreementAgreement in a satisfactory manner for substantially all of a six (6)-consecutive-month period (or such longer period as may be required by law or that the Board of Directors of the Company or its designee may, in its discretion, determine) with any reasonable accommodation that may be required by law, then the Executive shall be deemed to be unable to perform his job (any such physical or mental condition, illness, or injury, a “Disability”). In such event, the Company may terminate the Executive’s employment, in which case the Executive shall receive severance pay, for a period of twenty-four months following the date of expiration of the then current term (“Severance Pay”), equal i) all benefits provided in Section (5)(a) and (ii) all applicable disability benefits consistent with any applicable benefits program. The Company shall have no further obligations to the Executive’s most recent annual salary (excluding any and all executive bonus plan amounts). Such severance payments (less applicable payroll taxes) Nothing in this paragraph is intended to or shall be paid periodically operate to excuse the Executive as provided in paragraph 5(a) for the payment of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take Company from any legal action against the Company related to said non-renewal and termination of employmentobligations it may have under applicable laws. (e) During The Company shall deduct from the Salary Continuation Period or Severance Periodamounts payable to the Executive pursuant to this Employment Agreement all required withholding amounts and deductions, including but not limited to federal, state, and local withholding amounts in accordance all applicable laws and regulations and any additional deductions authorized by the Executive. The Executive shall be solely responsible for and shall pay all taxes associated with the amounts payable under no obligation to mitigate the costs to the Company of the salary continuation or severance payments, and, no compensation that the Executive may receive from another employer during the salary continuation or severance period shall be offset against amounts owed to Executive hereunder. Notwithstanding the foregoing, in order to be entitled to the payments under paragraphs 9(c) and (d), Executive shall be required to execute and deliver (and not revoke) a release of all employment related claims against the Company in a form attached hereto as Exhibit A.this Employment Agreement.

Payment Upon Termination. (a) If this Employment Agreement is terminated pursuant to paragraph 8(i) aboveby the Company for Cause, or the Executive resigns without Good Reason, during the Term of Employment, the Executive shall receive disability not be entitled to severance pay from the date of such termination until the second anniversary of the Effective Date at the rate of 50% of the Base Salary, reduced by applicable payroll taxes and further reduced by the amount received any kind but shall be entitled to be reimbursed for all reasonable business expenses incurred by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments and shall be paid periodically the Base Salary earned by the Executive prior to the Executive as provided in paragraph 5(a) for effective date of termination or resignation, and all obligations of the payment of salaryCompany under Section 4 hereof shall terminate upon the designated termination date, except to the extent otherwise required by law. (b) If In the Employment Agreement event that the Executive is terminated pursuant to paragraph 8(ii) without Cause or 8(v) above, the Executive shall receive no salary continuation pay or severance pay. (c) If this Employment Agreement is terminated pursuant to paragraph 8(iii) or 8(iv) above, or as a result of the Executive having terminated this Employment Agreement following a Material Demotion, the Executive shall receive salary continuation pay for the remainder of the contractual term, but not in any event for less than twenty-four months from the date of such termination (“Salary Continuation Period”), equal to the Executive’s most recent annual salary plus his target bonus (as determined under the bonus plan last in effect for the Executive). In additionresigns with Good Reason, the Company shall pay the premiums necessary to continue Executive’s group health coverage Executive thirty-five (35) months Base Salary at the rate prevailing for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects immediately prior to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive such termination as provided in paragraph 5(a) for the payment of the Base Salary. (d) If the Company shall decide not to renew this Employment Agreement, the Executive shall receive severance pay, for a period of twenty-four months following payable in accordance with Company’s normal payroll. The Executive shall also be entitled to receive benefits to which he was entitled immediately preceding the date of expiration of the then current term (“Severance Pay”)termination for a similar 24 month period, equal including but not limited to the Executive’s most recent annual salary (excluding any health and all executive bonus plan amounts). Such severance payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take any legal action against the Company related to said non-renewal and termination of employment. (e) During the Salary Continuation Period or Severance Period, the Executive shall be under no obligation to mitigate the costs to the Company of the salary continuation or severance payments, and, no compensation that the Executive may receive from another employer during the salary continuation or severance period shall be offset against amounts owed to Executive hereunderdental insurance. Notwithstanding the foregoing, the timing of the payments described in order this subsection (b) of section 5.4 may be modified if, and only if, necessary to comply with the provisions of Section 409A of the Internal Revenue Code such that the amounts payable to the Executive are paid to him in the year in which such income is required to be entitled included in his gross income for tax purposes. (c) The parties agree that this Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code and the regulations and other guidance promulgated thereunder or an exemption from 409A. Notwithstanding anything in this Agreement to the contrary, if the Executive is a “specified employee” (as described in Section 409A) on the date of his termination, any amount to which the Executive would otherwise be entitled during the first six (6) months following separation of service that constitutes nonqualified deferred compensation within the meaning of Section 409A and that is therefore not exempt from Section 409A as involuntary separation pay or a short-term deferral will be accumulated and paid in a single lump sum cash payment (without interest) on the earlier of (i) the first business day of the seventh (7th) month following the date of such “separation from service” (as defined under Section 409A) or (ii) the date of the Executive’s death, and any remaining payments and benefits due under paragraphs 9(c) and (d), Executive this Agreement shall be required paid or provided in accordance with the normal payment dates specified for them herein. For purposes of this Agreement, each amount to execute and deliver (and not revoke) be paid or benefit to be provided hereunder shall be construed as a release separate identified payment for purposes of all employment related claims against the Company in a form attached hereto as Exhibit A.Section 409A.

Payment Upon Termination. (a) If Upon termination of the Employment Term for Cause (as defined in Exhibit A attached hereto and incorporated herein by reference), Executive shall be entitled to receive the compensation owed to Executive but unpaid for performance rendered under this Agreement as of the date of termination and any additional compensation he may be entitled to receive under the terms of any employee benefit plan offered by the Company. (b) Upon termination of the Employment Term by the death of Executive, Executive’s estate shall be entitled to receive the compensation under Section 2.1 as calculated and owed to Executive but unpaid for performance rendered under this Agreement as of the date of death, and any additional compensation the Executive’s estate may be entitled to receive under the terms of any employee benefit plan offered by the Company. Executive’s estate shall also be entitled to receive Executive’s pro rata share (based on days worked before death) of the bonus to which he would have been entitled if he had (i) been an employee on the date bonuses for the then-current fiscal year were distributed and (ii) achieved his individual bonus plan goals, if any. The bonus payment shall be made as and when bonus payments, if any, would otherwise be payable under Section 2 of this Agreement. (c) In the event that during the Employment Term Executive becomes Disabled and the Company thereafter terminates Executive’s employment during the continuation of such Disability, Executive shall be entitled to receive the compensation under Section 2.1 owed to Executive but unpaid for performance rendered under this Agreement as of the date of termination, an additional forty percent (40%) of Executive’s Base Compensation for a period of two (2) years after this Agreement is terminated pursuant (the “Disability Compensation”) and any additional compensation Executive may be entitled to paragraph 8(ireceive under the terms of any employee benefit plan offered by the Company. Executive shall also be entitled to receive his pro rata share (based on days worked before the commencement of the ninety-day period required for a Disability) of the bonus to which he would have been entitled if he had (i) been an employee on the date bonuses for the then-current fiscal year were distributed and (ii) achieved his individual bonus plan goals, if any. The Disability Compensation and bonus payments shall be made as and when salary bonus payments, if any, would otherwise be payable under Section 2 of this Agreement. (d) In the event that the Company terminates Executive’s employment for any reason other than those set forth in subsections (a), (b) or (c) above, unless the provisions of Section 3(e) apply, Executive shall be entitled to receive disability the compensation under Section 2.1 owed to Executive but unpaid for performance rendered under this Agreement as of the date of termination and the Company will be obligated to pay Executive his Base Compensation as of the date of termination of such employment from the date of such termination until the second anniversary of the Effective Date at the rate of 50% of the Base Salary, reduced by applicable payroll taxes and further reduced by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar lawsfor twelve (12) months. Such disability payments payment shall be paid periodically to the Executive made over a twelve-month period as provided in paragraph 5(a) for the payment and when salary would otherwise be payable under Section 2 of salary. (b) If the Employment Agreement is terminated pursuant to paragraph 8(ii) or 8(v) above, the Executive shall receive no salary continuation pay or severance pay. (c) If this Employment Agreement is terminated pursuant to paragraph 8(iii) or 8(iv) above, or as a result of the Executive having terminated this Employment Agreement following a Material Demotion, the Executive shall receive salary continuation pay for the remainder of the contractual term, but not in any event for less than twenty-four months from the date of such termination (“Salary Continuation Period”), equal to the Executive’s most recent annual salary plus his target bonus (as determined under the bonus plan last in effect for the Executive). In addition, the Company shall pay the premiums necessary to continue Executive’s group health coverage for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. (d) If the Company shall decide not to renew this Employment Agreement, the Executive shall receive severance pay, for a period of twenty-four months following the date of expiration of the then current term (“Severance Pay”), equal to the Executive’s most recent annual salary (excluding any and all executive bonus plan amounts). Such severance payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take any legal action against the Company related to said non-renewal and termination of employment. (e) During In the Salary Continuation Period or Severance Periodevent that (i) during the Employment Term a Change in Control (as defined in Exhibit A attached hereto) shall occur and (ii) within twelve (12) months following the occurrence of the Change in Control, the Company demotes Executive shall be under no obligation other than for Cause, effects an involuntary transfer of Executive to mitigate the costs to the Company a location more than fifty (50) miles from Executive’s place of residence or terminates Executive’s employment other than for Cause then, in lieu of the salary continuation or severance payments, and, no compensation that the Executive may receive from another employer during the salary continuation or severance period shall be offset against amounts owed payable pursuant to Executive hereunder. Notwithstanding the foregoing, in order to be entitled to the payments under paragraphs 9(c) and (dSection 3(d), Executive shall be required entitled to execute receive the compensation under Section 2.1 as owed to Executive but unpaid for performance rendered under this Agreement as of the date of termination of such employment, and deliver (and not revoke) a release of all employment related claims against the Company will be obligated to pay Executive an additional amount equal to the sum of (x) his annual Base Compensation as of the date of termination of such employment plus (y) an amount equal to the bonus paid to Executive pursuant to Section 2.2 for the calendar year immediately preceding the calendar year in a form attached hereto as Exhibit A.which the termination of employment occurs. Such payment shall be made within thirty (30) days following termination of Executive’s employment. (f) Payments made pursuant to this Section 3 are in lieu of any other obligations to Executive pursuant to the terms of this Agreement.

Payment Upon Termination. (a) If the Bank terminates the Executive’s employment for Cause, the Bank will pay to the Executive within sixty (60) days of such termination of employment: (i) all earned but unpaid Base Salary; (ii) all accrued but unused vacation pay; (iii) vested and accrued bonuses or other incentive compensation as determined by the documents governing any bonus or incentive compensation plans in which the Executive participates during his employment with the Bank; and (iv) reimbursements for reasonable, necessary, and properly-documented expenses incurred by the Executive on behalf of the Bank during the Executive’s employment. The Executive shall be entitled to no other benefits under this Employment Agreement is terminated pursuant to paragraph 8(i) above, in the Executive shall receive disability pay from the date event of such a termination until the second anniversary of the Effective Date at the rate of 50% of the Base Salary, reduced by applicable payroll taxes and further reduced by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of salaryCause. (b) If the Executive’s employment is terminated by the Bank other than for Cause or the Executive resigns for Good Reason (as such term is defined in Section (6)(b) hereof), the Bank: (i) shall continue to pay the Executive the Base Salary in effect immediately prior to the time of such termination for twelve (12) months after the last full day the Executive works under this Employment Agreement is terminated on its normal payroll payment dates; (ii) shall pay to the Executive a lump sum equal to (A) the prorated share of the Executive’s short-term cash incentive compensation for the year of termination, with such amount being the greater of (1) the target amount as pro-rated to the termination date or (2) the amount actually earned as of the termination date, plus (B) the long-term incentive compensation due to the Executive as provided under the terms of such long-term cash or equity incentive plans as if a Change In Control had occurred on the termination date; (iii) shall reimburse the Executive for twelve (12) months of premiums (if any) that he pays for continuation of life insurance and disability insurance should he elect to exercise the conversion feature (if any) of the Bank’s group life policy then in effect or, at the Bank’s option, purchase an equivalent policy for the Executive; and (iv) shall continue to pay for such medical and dental insurance as the Executive may then receive for a period of up to twelve (12) months should the Executive elect continuation of group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) (such payments and reimbursements specified in clauses (i) through (iv), the “Severance Benefits”); provided that the premiums reimbursable pursuant to paragraph 8(iithe foregoing clause (iii) and the continued insurance pursuant to the foregoing clause (iv) will no longer be provided upon the Executive’s eligibility for insurance covering substantially the same insured matters under any other plans or 8(vpolicies from a third party (e.g., spouse’s employer, the Executive’s subsequent employer, or any other party with a relationship with the Executive); and provided further, that, to the extent that the promise or provision of any continued group health benefit pursuant to this Section (5)(b) abovewould cause a group health plan maintained for the officers or employees of the Bank to fail to comply with Section 2716 of the Public Health Service Act or any similar law, the Executive shall be provided with distributions of cash in lieu of such benefit, at the same times and in the same forms as the premium payments which would have been made to provide such benefit, in amounts adequate for the Executive to purchase a comparable health benefit. The Executive agrees that, (a) his eligibility for or entitlement to the foregoing Severance Benefits shall be subject to the Executive’s execution, delivery, and non-revocation of a release, the form of which shall be reasonably satisfactory to the Executive and the Bank, within sixty (60) days of the Executive’s termination of employment, which, among other things, shall include a general release of any and all claims the Executive may have against the Bank; (b) the Executive shall have no rights or remedies in the event of his termination by the Bank other than for Cause and other than as a result of Disability or death or by the Executive for Good Reason, except for those set forth in this Employment Agreement; and (c) the Executive’s right to receive no salary continuation pay or severance payany of the foregoing Severance Benefits shall be expressly conditioned upon (1) the Executive’s full compliance with the non-compete provision contained in Section (7) below and the confidentiality provision contained in Section (8) below, pursuant to their continued effectiveness, and (2) the Executive’s full cooperation with the Bank in both fulfilling the terms of this Employment Agreement and otherwise performing such actions as the Bank may request in transitioning the Executive from his employment with the Bank. Upon any breach of this Employment Agreement, the Executive’s rights to any continued payment of Severance Benefits shall immediately cease, and the Executive shall be obligated to repay to the Bank all amounts paid by the Bank for the Severance Benefits. (c) If this Employment Agreement is terminated pursuant to paragraph 8(iiithe Executive voluntarily resigns or retires from his employment with the Bank without Good Reason (as defined in Section (6)(b) or 8(iv) abovehereof), or as a result in the event of the Executive having terminated this Employment Agreement following a Material DemotionExecutive’s death or Disability, the Executive shall receive salary continuation pay for be entitled to such benefits as are available to him pursuant to the remainder Bank’s then effective disability and life insurance or other plans in which the Executive has participated prior to the termination of his employment. The Executive’s entitlement to benefits under this paragraph shall be determined by the terms of the contractual termplans in which the Executive has participated as set forth in the documents governing each such plan, but not in any event for less than twenty-four months as the same may be amended from the date of such termination (“Salary Continuation Period”), equal time to the Executive’s most recent annual salary plus his target bonus (as determined under the bonus plan last in effect for the Executive)time. In additionthe case of resignation without Good Reason, retirement, death, or Disability, the Company shall pay the premiums necessary Executive is entitled to continue Executive’s group health coverage for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those no benefits under COBRAthis Agreement, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described except those specified in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments Section (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary5)(a). (d) If the Company shall decide not Executive is incapacitated by a physical or mental condition, illness, or injury that prevents the Executive from being able to renew perform his duties under this Employment AgreementAgreement in a satisfactory manner for substantially all of a six (6)-consecutive-month period (or such longer period as may be required by law or that the Board of Directors of the Bank or its designee may, in its discretion, determine) with any reasonable accommodation that may be required by law, then the Executive shall be deemed to be unable to perform his job (any such physical or mental condition, illness, or injury, a “Disability”). In such event, the Bank may terminate the Executive’s employment, in which case the Executive shall receive severance pay, for a period of twenty-four months following the date of expiration of the then current term (“Severance Pay”), equal i) all benefits provided in Section (5)(a) and (ii) all applicable disability benefits consistent with any applicable benefits program. The Bank shall have no further obligations to the Executive’s most recent annual salary (excluding any and all executive bonus plan amounts). Such severance payments (less applicable payroll taxes) Nothing in this paragraph is intended to or shall be paid periodically operate to excuse the Executive as provided in paragraph 5(a) for the payment of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take Bank from any legal action against the Company related to said non-renewal and termination of employmentobligations it may have under applicable laws. (e) During The Bank shall deduct from the Salary Continuation Period or Severance Periodamounts payable to the Executive pursuant to this Employment Agreement all required withholding amounts and deductions, including but not limited to federal, state, and local withholding amounts in accordance all applicable laws and regulations and any additional deductions authorized by the Executive. The Executive shall be solely responsible for and shall pay all taxes associated with the amounts payable under no obligation to mitigate the costs to the Company of the salary continuation or severance payments, and, no compensation that the Executive may receive from another employer during the salary continuation or severance period shall be offset against amounts owed to Executive hereunder. Notwithstanding the foregoing, in order to be entitled to the payments under paragraphs 9(c) and (d), Executive shall be required to execute and deliver (and not revoke) a release of all employment related claims against the Company in a form attached hereto as Exhibit A.this Employment Agreement.

Payment Upon Termination. (a) If this Employment Agreement is terminated Upon termination pursuant to paragraph 8(iSection 6(a) aboveor (f)(ii), the Bank shall pay to Executive shall receive disability pay from within ten (10) days after termination an amount equal to the sum of Executive’s Base Salary accrued to the date of such termination until the second anniversary of the Effective Date at the rate of 50% of the Base Salarytermination, reduced by applicable payroll taxes plus any unreimbursed expenses, vacation pay, and further reduced by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall be paid periodically other benefits accrued to the Executive as provided in paragraph 5(a) for the payment date of salarytermination. (b) If the Employment Agreement is terminated Upon termination pursuant to paragraph 8(ii) or 8(v) aboveSection 6(b), the Executive Bank shall receive no salary continuation pay or severance to Executive, consistent with the Bank’s payroll practices (subject to the acceleration of contemplated by Section 6(b)), an amount equal to Executive’s Base Salary through the Notice Termination Date, plus any unreimbursed expenses, vacation pay, and other benefits accrued through the Notice Termination Date. (c) If this Employment Agreement is terminated Upon termination pursuant to paragraph 8(iiiSections 6(c), (d), (e) or 8(iv) above, or as a result of the Executive having terminated this Employment Agreement following a Material Demotion(f)(i), the Bank shall pay to Executive shall receive salary continuation pay for within ten (10) days after termination an amount equal to the remainder sum of the contractual term, but not in any event for less than twenty-four months from all compensation due to Executive under Section 4 accrued to the date of such termination (“Salary Continuation Period”)termination, equal to the including, without limitation, Executive’s most recent annual salary plus his target bonus (as determined under the bonus plan last in effect for the Executive)Base Salary, bonus, vacation and management benefits, unreimbursed expenses, and other benefits. In addition, the Company Bank shall pay Executive an amount equal to twelve (12) months of Executives’ Base Salary, subject to Executive signing a general release of claims in a form reasonably acceptable to the premiums necessary to continue Executive’s group health coverage for the Salary Continuation Period under the Bank within twenty-one (21) days or forty-five (45) days, whichever period is required by applicable provisions law. If Executive is in material breach of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach any of his obligations under paragraph 13 hereofSection 5 of this Agreement, the Bank may cease making these payments. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically If the Bank’s headquarters relocates from Wichita for any reason Executive is entitled to the Executive as provided in paragraph 5(a) for the payment of the Base Salaryrelocate or terminate according to Section 6(d). (d) If In addition to an amount equal to the Company shall decide not sum of Executive’s Base Salary accrued to renew this Employment Agreement, the Executive shall receive severance pay, for a period of twenty-four months following the date of expiration a Change in Control Termination (defined below), plus any unreimbursed expenses, vacation pay, and other benefits accrued to the date of a Change in Control Termination, within thirty (30) days after a Change in Control Termination, the Bank shall pay Executive an amount equal to 2.99 times the sum of (i) the immediately prior year’s Base Salary and (ii) all additional cash compensation paid by the Bank and received by Executive during such year (but for the avoidance of doubt, it shall not include the value of any stock-based compensation) (“Change in Control Payment”); provided that in the event it is determined that any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the then current term (“Severance Pay”Internal Revenue Code), equal would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, then the Change in Control Payment under this Agreement shall be reduced by the maximum amount that may be paid without resulting in the imposition of excise tax on the Executive under Section 4999 of the Internal Revenue Code. Any required reduction in the Change in Control Payment pursuant to the foregoing shall be accomplished by first reducing the amount of cash payments due under Section 4 and then by any other cash payments due to Executive’s most recent annual salary (excluding any and all executive bonus plan amounts). Such severance payments (less applicable payroll taxesAll determinations to be made under this Section 7(d) shall be paid periodically made by an independent public accounting firm selected by the Bank immediately prior to the Change in Control Termination, which shall provide its determinations and any supporting calculations both to the Bank and Executive as provided within ten (10) days after the Change in paragraph 5(a) Control Termination. Any such determination by such accounting firm shall be binding upon the Bank and Executive. The fees and expenses of such accounting firm in performing the determinations referred to in this Section shall be paid by the Bank. For the avoidance of doubt, if Executive is eligible for the payment described in this Section, he shall not be eligible for any other severance benefit, inclusive of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90benefits described in Section 7(b) day period and the Executive further agrees not to take any legal action against the Company related to said non-renewal and termination of employmenthereof. (e) During the Salary Continuation Period or Severance Period, the Executive shall be under no obligation to mitigate the costs to the Company of the salary continuation or severance payments, and, no compensation that the Executive may receive from another employer during the salary continuation or severance period shall be offset against amounts owed to Executive hereunder. Notwithstanding the foregoing, in order to be entitled to the payments under paragraphs 9(c) and (d), Executive shall be required to execute and deliver (and not revoke) a release of all employment related claims against the Company in a form attached hereto as Exhibit A.

Payment Upon Termination. (a) If this Employment Agreement is terminated pursuant to paragraph 8(i) above, the Executive Employee shall receive disability pay from the date of such termination until the second third anniversary of the Effective Date at the rate of 50% of the Base Salary, reduced by applicable payroll taxes and further reduced by the amount received by the Executive Employee during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall be paid periodically to the Executive Employee as provided in paragraph 5(a) for the payment of salary. (b) If the Employment Agreement is terminated pursuant to paragraph 8(ii) or 8(v8(iv) above, the Executive Employee shall receive no salary continuation pay or severance pay. (c) If this Employment Agreement is terminated pursuant to paragraph 8(iii) or 8(iv) above, above or as a result of the Executive Employee having terminated this Employment Agreement following a Material Demotion, the Executive Employee shall receive salary continuation pay for the remainder of the contractual term, but not in any event for less than twenty-four months from the date of such termination (“Salary Continuation Period”)termination, equal to the ExecutiveEmployee’s most recent annual salary plus his or her target bonus (as determined under the bonus plan last in effect for the ExecutiveEmployee). In addition, the Company shall pay the premiums necessary to continue Executive’s group health coverage for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) payments shall cease if the Executive Employee shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive Employee as provided in paragraph 5(a) for the payment of the Base Salary. (d) If the Company shall decide not to renew this Employment Agreement, the Executive Employee shall receive severance pay, for a period of twenty-four months following the date of expiration of the then current term (“Severance Pay”)term, equal to the ExecutiveEmployee’s most recent annual salary plus his or her target bonus (excluding any and all executive as determined under the bonus plan amountslast in effect for the Employee); provided, however, that the severance payments shall cease if the Employee shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such severance payments (less applicable payroll taxes) shall be paid periodically to the Executive Employee as provided in paragraph 5(a) for the payment of the Base Salary. The Executive Employee hereby agrees to make a smooth transition of responsibilities during that ninety (90) } day period and the Executive Employee further agrees not to take any legal action against the Company related to said non-renewal and termination of employment. (e) During the Salary Continuation Period salary continuation or Severance Periodseverance period, the Executive Employee shall be under no obligation to mitigate the costs to the Company of the salary continuation or severance payments, and, provided that the Employee is not in breach of his obligations under paragraph 13 hereof, no compensation that the Executive Employee may receive from another employer during the salary continuation or severance period shall be offset against amounts owed to Executive Employee hereunder. Notwithstanding the foregoing, in order to be entitled to the payments under paragraphs 9(c) and (d), Executive shall be required to execute and deliver (and not revoke) a release of all employment related claims against the Company in a form attached hereto as Exhibit A..

Payment Upon Termination. (a) If this Employment Agreement is terminated pursuant by Employee or by ATI for Cause prior to paragraph 8(i) abovethe completion of the Term of Employment, the Executive employee shall receive disability not be entitled to severance pay from of any kind but shall be entitled to all reasonable reimbursable expenses incurred by Employee and the Base Salary earned by Employee prior to the date of such termination, and all obligations of ATI under Paragraph 3 hereof shall terminate upon the termination until date designated by ATI, except to the second anniversary extent otherwise required by law. In the event that Employee is terminated without Cause, ATI shall pay Employee, as severance pay an amount equal to 12 months of the Effective Date at the rate of 50% of the Base Salary, reduced by applicable payroll taxes and further reduced by to be paid in accordance with ATI's standard policies for management personnel. In the amount received by the Executive during such period under any Company-maintained disability event Employee is terminated without Cause, Employee's group health insurance policy or plan or under Social Security or similar laws. Such disability payments coverage shall be paid periodically continued, to the Executive as provided in paragraph 5(a) for the payment of salary. (b) If the Employment Agreement is terminated pursuant to paragraph 8(ii) or 8(v) above, the Executive shall receive no salary continuation pay or severance pay. (c) If this Employment Agreement is terminated pursuant to paragraph 8(iii) or 8(iv) above, or as a result of the Executive having terminated this Employment Agreement following a Material Demotion, the Executive shall receive salary continuation pay for the remainder of the contractual term, but not in any event for less than twenty-four months from the date of such termination (“Salary Continuation Period”), equal to the Executive’s most recent annual salary plus his target bonus (as determined under the bonus plan last in effect for the Executive). In addition, the Company shall pay the premiums necessary to continue Executive’s extent permitted by ATI's group health coverage for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, insurance plan at that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. (d) If the Company shall decide not to renew this Employment Agreement, the Executive shall receive severance paytime, for a period of twenty-four months following 12 months, or until Employee is eligible for coverage under a different group health plan, whichever occurs first, and Employee shall pay the date of expiration portion of the then current term (“Severance Pay”)premium allocable to other employees of ATI generally, equal which allocable amount shall be deducted from payments made pursuant to the Executive’s most recent annual salary (excluding prior sentence. If Employee is terminated without Cause after the first calendar quarter of any and all executive bonus plan amounts). Such severance payments (less applicable payroll taxes) year, Employee shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take any legal action against the Company related to said non-renewal and termination of employment. (e) During the Salary Continuation Period or Severance Period, the Executive shall be under no obligation to mitigate the costs to the Company of the salary continuation or severance payments, and, no compensation that the Executive may receive from another employer during the salary continuation or severance period shall be offset against amounts owed to Executive hereunder. Notwithstanding the foregoing, in order to also be entitled to receive, with respect to work performed in such calendar year, the payments under paragraphs 9(cbonus described in Paragraph 3(b) and (d), Executive which shall be required pro-rated for the number of days in the year worked by Employee. If Employee is terminated without Cause within the first calendar quarter of any year, Employee will not be entitled to execute and deliver (and not revokereceive such bonus with respect to work performed in such calendar year. Notwithstanding any other provision in this Agreement to the contrary, in the event Employee terminates his employment following a Change in Employment Conditions, as defined below, the Employee shall be entitled to receive all the benefits he would have received under this Agreement if he had been terminated without Cause. For purposes of this Agreement, a Change in Employment Conditions shall be: i) a release change by ATI in the Employee's function to a new position that is not an executive officer position with executive officer responsibilities; and ii) the Employee's principal place of all employment related claims against is relocated to a place located outside the Company in a form attached hereto as Exhibit A.State of Colorado.

Payment Upon Termination. (a) If this Employment Agreement is terminated pursuant to paragraph 8(i) aboveby the Company for Cause, or the Executive resigns without Good Reason, during the Term of Employment, the Executive shall receive disability not be entitled to severance pay from the date of such termination until the second anniversary of the Effective Date at the rate of 50% of the Base Salary, reduced by applicable payroll taxes and further reduced by the amount received any kind but shall be entitled to be reimbursed for all reasonable business expenses incurred by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments and shall be paid periodically the Base Salary earned by the Executive prior to the Executive as provided in paragraph 5(a) for effective date of termination or resignation, and all obligations of the payment of salaryCompany under Section 4 hereof shall terminate upon the designated termination date, except to the extent otherwise required by law. (b) If In the Employment Agreement event that the Executive is terminated pursuant to paragraph 8(ii) without Cause or 8(v) above, the Executive shall receive no salary continuation pay or severance pay. (c) If this Employment Agreement is terminated pursuant to paragraph 8(iii) or 8(iv) above, or as a result of the Executive having terminated this Employment Agreement following a Material Demotion, the Executive shall receive salary continuation pay for the remainder of the contractual term, but not in any event for less than twenty-four months from the date of such termination (“Salary Continuation Period”), equal to the Executive’s most recent annual salary plus his target bonus (as determined under the bonus plan last in effect for the Executive). In additionresigns with Good Reason, the Company shall pay the premiums necessary to continue Executive’s group health coverage Executive thirty-five (35) months Base Salary at the rate prevailing for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects immediately prior to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive such termination as provided in paragraph 5(a) for the payment of the Base Salary. (d) If the Company shall decide not to renew this Employment Agreement, the Executive shall receive severance pay, for a period of twenty-four months following payable in accordance with Company’s normal payroll. The Executive shall also be entitled to receive benefits to which he was entitled immediately preceding the date of expiration of the then current term (“Severance Pay”)termination for a similar period, equal including but not limited to the Executive’s most recent annual salary (excluding any health and all executive bonus plan amounts). Such severance payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take any legal action against the Company related to said non-renewal and termination of employment. (e) During the Salary Continuation Period or Severance Period, the Executive shall be under no obligation to mitigate the costs to the Company of the salary continuation or severance payments, and, no compensation that the Executive may receive from another employer during the salary continuation or severance period shall be offset against amounts owed to Executive hereunderdental insurance. Notwithstanding the foregoing, the timing of the payments described in order this subsection (b) of section 5.4 may be modified if, and only if, necessary to comply with the provisions of Section 409A such that the amounts payable to the Executive are paid to him in the year in which such income is required to be entitled included in his gross income for tax purposes. (c) The parties agree that this Agreement is intended to comply with the requirements of Section 409A and the regulations and other guidance promulgated thereunder or an exemption from 409A. Notwithstanding anything in this Agreement to the contrary, if the Executive is a “specified employee” (as described in Section 409A) on the date of his separation from service, any amount to which the Executive would otherwise be entitled during the first six (6) months following separation of service that constitutes nonqualified deferred compensation within the meaning of Section 409A and that is therefore not exempt from Section 409A as involuntary separation pay or a short-term deferral will be accumulated and paid in a single lump sum cash payment (without interest) on the earlier of (i) the first business day of the seventh (7th) month following the date of such “separation from service” (as defined under Section 409A) or (ii) the date of the Executive’s death, and any remaining payments and benefits due under paragraphs 9(c) and (d), Executive this Agreement shall be required paid or provided in accordance with the normal payment dates specified herein. For purposes of this Agreement, each amount to execute and deliver (and not revoke) be paid or benefit to be provided hereunder shall be construed as a release separate identified payment for purposes of all employment related claims against the Company in a form attached hereto as Exhibit A.Section 409A.

Payment Upon Termination. (a) If this Employment Agreement is terminated pursuant to paragraph 8(i) above, the Executive Employee shall receive disability pay from the date of such termination until the second anniversary of the Effective Date at the rate of 50% of the Base Salary, reduced by applicable payroll taxes and further reduced by the amount received by the Executive Employee during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall be paid periodically to the Executive Employee as provided in paragraph 5(a) for the payment of salary. (b) If the Employment Agreement is terminated pursuant to paragraph 8(ii) or 8(v8(iv) above, the Executive Employee shall receive no salary continuation pay or severance pay. (c) If this Employment Agreement is terminated pursuant to paragraph 8(iii) or 8(iv) above, or as a result of the Executive having terminated this Employment Agreement following a Material Demotion, the Executive Employee shall (i) receive salary continuation pay for the remainder of the contractual term, but not in any event for less than twenty-four months from the date of such termination (“Salary Continuation Period”)termination, equal to the ExecutiveEmployee’s most recent annual salary plus his target (excluding any and all bonus amounts); and (as determined under ii) be eligible to receive a prorated bonus payment, payable once and with respect to the calendar year of termination only, in accordance with the then current executive bonus plan last in effect for the Executive). In addition, the Company shall pay the premiums necessary to continue Executive’s group health coverage for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this periodplan; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) payments shall cease if the Executive Employee shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive Employee as provided in paragraph 5(a) for the payment of the Base Salary. (d) If the Company shall decide not to renew this Employment Agreement, the Executive Employee shall receive severance pay, for a period of twenty-four months following the date of expiration of the then current term (“Severance Pay”)term, equal to the ExecutiveEmployee’s most recent annual salary (excluding any and all executive bonus plan amounts); provided, however, that the severance payments shall cease if the Employee shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such severance payments (less applicable payroll taxes) shall be paid periodically to the Executive Employee as provided in paragraph 5(a) for the payment of the Base Salary. The Executive Employee hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive Employee further agrees not to take any legal action against the Company related to said non-renewal and termination of employment. (e) During the Salary Continuation Period salary continuation or Severance Periodseverance period, the Executive Employee shall be under no obligation to mitigate the costs to the Company of the salary continuation or severance payments, and, provided that the Employee is not in breach of his obligations under paragraph 13 hereof, no compensation that the Executive Employee may receive from another employer during the salary continuation or severance period shall be offset against amounts owed to Executive Employee hereunder. Notwithstanding the foregoing, in order to be entitled to the payments under paragraphs 9(c) and (d), Executive shall be required to execute and deliver (and not revoke) a release of all employment related claims against the Company in a form attached hereto as Exhibit A..

Payment Upon Termination. (a) If this Employment Agreement is terminated pursuant to paragraph 8(i) above, the Executive Employee shall receive disability pay from the date of such termination until the second third anniversary of the Effective Date at the rate of 50% of the Base Salary, reduced by applicable payroll taxes and further reduced by the amount received by the Executive Employee during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall be paid periodically to the Executive Employee as provided in paragraph 5(a) for the payment of salary. (b) If the Employment Agreement is terminated pursuant to paragraph 8(ii) or 8(v8(iv) above, the Executive Employee shall receive no salary continuation pay or severance pay. (c) If this Employment Agreement is terminated pursuant to paragraph 8(iii) or 8(iv) above, above or as a result of the Executive Employee having terminated this Employment Agreement following a Material Demotion, the Executive Employee shall receive salary continuation pay for the remainder of the contractual term, but not in any event for less than twenty-four months from the date of such termination (“Salary Continuation Period”)termination, equal to the ExecutiveEmployee’s most recent annual salary plus his or her target bonus (as determined under the bonus plan last in effect for the ExecutiveEmployee). In addition, the Company shall pay the premiums necessary to continue Executive’s group health coverage for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) payments shall cease if the Executive Employee shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive Employee as provided in paragraph 5(a) for the payment of the Base Salary. (d) If the Company shall decide not to renew this Employment Agreement, the Executive Employee shall receive severance pay, for a period of twenty-four months following the date of expiration of the then current term (“Severance Pay”)term, equal to the ExecutiveEmployee’s most recent annual salary plus his or her target bonus (excluding any and all executive as determined under the bonus plan amountslast in effect for the Employee); provided, however, that the severance payments shall cease if the Employee shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such severance payments (less applicable payroll taxes) shall be paid periodically to the Executive Employee as provided in paragraph 5(a) for the payment of the Base Salary. The Executive Employee hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive Employee further agrees not to take any legal action against the Company related to said non-renewal and termination of employment. (e) During the Salary Continuation Period salary continuation or Severance Periodseverance period, the Executive Employee shall be under no obligation to mitigate the costs to the Company of the salary continuation or severance payments, and, provided that the Employee is not in breach of his obligations under paragraph 13 hereof, no compensation that the Executive Employee may receive from another employer during the salary continuation or severance period shall be offset against amounts owed to Executive Employee hereunder. Notwithstanding the foregoing, in order to be entitled to the payments under paragraphs 9(c) and (d), Executive shall be required to execute and deliver (and not revoke) a release of all employment related claims against the Company in a form attached hereto as Exhibit A..

Payment Upon Termination. (a) If this Employment Agreement is terminated pursuant to paragraph 8(i) above, the Executive shall receive disability pay from the date of such Upon termination until the second anniversary of the Effective Date at the rate of 50% of the Base Salary, reduced by applicable payroll taxes and further reduced by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall be paid periodically to the Executive as provided in paragraph 5(a) Employment Term for the payment of salary. (b) If the Employment Agreement is terminated pursuant to paragraph 8(ii) or 8(v) above, the Executive shall receive no salary continuation pay or severance pay. (c) If this Employment Agreement is terminated pursuant to paragraph 8(iii) or 8(iv) aboveCause, or as a result of Executive’s resignation pursuant to Section 3.1(e), in the absence of circumstances described in Section 3.2(e), Executive having terminated shall be entitled to receive the compensation under Section 2.1 owed to Executive but unpaid for performance rendered under this Agreement as of the date of termination and any additional compensation he may be entitled to receive under the terms of any employee benefit plan offered by the Company. (b) Upon termination of the Employment Term by the death of Executive, Executive's estate shall be entitled to receive (i) the compensation under Section 2.1 owed to Executive but unpaid for performance rendered under this Agreement following as of the date of death; and (ii) a Material Demotionlump sum equal to Executive’s pro-rata share (based on days worked before death) of the bonus to which he would have been entitled under Section 2.2 if he had been an employee on the date bonuses for the then-current fiscal year were distributed. In addition to the foregoing, upon such termination (i) all of Executive’s Equity Awards that are outstanding on the date of Executive’s death shall be deemed amended, without further action by the Parent, the Executive shall receive salary continuation pay for Company or Executive, so that any portion of such Equity Awards that would have vested solely with the remainder passage of time over the contractual term, but not in any event for less than twenty-four months from (24) month period following such termination, had Executive remained an employee of the Company during such period, shall be immediately vested and exercisable as of the date of termination, and any such termination stock options shall thereafter continue or expire in accordance with their original terms, and (“Salary Continuation Period”), equal to the Executive’s most recent annual salary plus his target bonus (as determined under the bonus plan last in effect for the Executive). In addition, ii) the Company shall continue to provide and pay the for all health, hospitalization and long-term care insurance premiums necessary to continue provide Executive’s 's dependent family members, if any, with coverage under the Company's group health coverage for insurance program, on the Salary Continuation Period under the applicable provisions same terms and conditions as offered to other executives of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that Company throughout the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach period of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. (d) If the Company shall decide not to renew this Employment Agreement, the Executive shall receive severance paycoverage, for a period of twenty-four (24) months following from and after the date of Executive's termination of employment. From and after the expiration of the then current term such twenty-four (“Severance Pay”)24) month period, equal all applicable laws shall continue to the Executive’s most recent annual salary (excluding apply to any and all executive bonus plan amounts)person's or persons' rights to continue such benefits. Such severance payments (less applicable payroll taxesPayments pursuant to this Section 3.2(b) shall be paid periodically in addition to any insurance proceeds that may be payable to Executive’s estate or beneficiaries. (c) In the event that during the Employment Term Executive becomes Disabled (as defined in Section 3.1(b)) and the Company thereafter terminates Executive's employment during the continuation of such disability, Executive shall be entitled to receive (i) the compensation under Section 2.1 owed to Executive but unpaid for performance rendered under this Agreement as of the date of termination; (ii) a lump sum equal to Executive’s pro rata share (based on days worked before he became disabled) of the bonus to which he would have been entitled under Section 2.2 if he had been an employee on the date bonuses for the then-current fiscal year were distributed; and (iii) continuation of Executive's Base Compensation, as in effect immediately prior to the Executive as provided in paragraph 5(a) date of termination of employment, for the payment a period of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and days following the Executive further agrees not to take any legal action against the Company related to said non-renewal and termination of employment, which shall be paid as and when salary payments would otherwise be made under Section 2 of this Agreement. In addition to the foregoing, upon such termination of employment (i) all of Executive’s Equity Awards that are outstanding on the date of Executive’s termination from employment shall be deemed amended, without further action by the Parent, the Company or Executive, so that any portion of such Equity Awards that would have vested solely with the passage of time over the twenty-four (24) month period following such termination, had Executive remained an employee of the Company during such period, shall be immediately vested and exercisable as of the date of termination, and any such stock options shall thereafter continue or expire in accordance with their original terms, and (ii) the Company shall continue to provide and to pay for all health, hospitalization and long-term care insurance premiums necessary to provide Executive and his dependent family members, if any, with coverage under the Company's group health insurance program, on the same terms and conditions as offered to other executives of the Company throughout the period of coverage, for a period of twenty-four (24) months from after the date of Executive's termination of employment. From and after the expiration of such twenty-four (24) month period, all applicable laws shall continue to apply to any person's or person' rights to continue such benefits. Payments pursuant to this Section 3.2 (c) shall be in addition to any disability insurance payments that may be payable to Executive. (d) In the event that the Company terminates Executive's employment for any reason other than those set forth in subsections 3.1 (a), (b) or (c) above, except upon expiration of the Employment Term, or unless the provisions of Section 3.2(e) apply, Executive shall be entitled to receive the compensation under Section 2.1 owed to Executive but unpaid for performance rendered under this Agreement as of the date of termination, and the Company will be obligated to pay Executive an amount equal to twelve (12) months of his Base Compensation, as in effect immediately prior to the date of termination (the “Termination Severance”). Executive shall also be entitled to receive his pro-rata share (based on days worked before termination) of the bonus to which he would have been entitled under Section 2.2 if he had been an employee on the date bonuses for the then-current fiscal year were distributed. Such payments of Base Compensation and bonus shall be made over time, as and when salary and bonuses would otherwise be payable under Section 2 of this Agreement; provided, however, that on February 15 of the year following the termination date, the Company shall pay Executive in one lump sum any unpaid portion of the Termination Severance. In addition to the foregoing, upon such termination of employment, (i) all of Executive’s Equity Awards that are outstanding on the date of Executive’s termination from employment shall be deemed amended, without further action by the Parent, the Company or Executive, so that any portion of such Equity Awards that would have vested solely with the passage of time over the twenty-four (24) month period following such termination, had Executive remained an employee of the Company during such period, shall be immediately vested and exercisable as of the date of termination, and any such stock options shall thereafter continue or expire in accordance with their original terms, and (ii) the Company shall continue to provide and to pay for all health, hospitalization and long-term care insurance premiums necessary to provide Executive and Executive's dependant family members, if any, with coverage under the Company's group health insurance program , on the same terms and conditions as offered to other executives of the Company throughout the period of coverage, for a period of twelve (12) months from and after the date of Executive's termination of employment. From and after the expiration of such twelve (12) month period, all applicable laws shall continue to apply to any person's or persons' rights to continue such benefits. (e) During In the Salary Continuation Period event that (i) during the Employment Term a “Change in Control” (as defined below) shall occur and (ii) within eighteen (18) months following such Change in Control, either (A) the Company substantially reduces Executive's scope of responsibility, and Executive resigns as a result of such action, or Severance Period(B) the Company terminates Executive’s employment for any reason other than those set forth in subsections (a), (b) or (c) above then, in lieu of the amounts payable pursuant to Section 3.2(d), Executive shall be entitled to receive (i) the compensation under no obligation Section 2.1 owed to mitigate Executive but unpaid for performance rendered under this Agreement as of the costs date of resignation or termination; (ii) a lump sum equal to the average of the bonus paid to Executive with respect to each of the two fiscal years of the Company prior to the year in which the resignation or termination occurs; and (iii) an amount equal to twenty-four (24) months of his Base Compensation, as in effect immediately prior to the date of resignation or termination. The amount payable pursuant to clause (iii) of the immediately preceding sentence (the “CIC Severance”) shall be payable in periodic amounts, each equal to the periodic Base Compensation payments being made to Executive immediately prior to the date of resignation or termination, on the dates that salary payments are normally made to executives of the Company or its successor; provided, however, that on February 15 of the year following the date of resignation or termination, the Company shall pay Executive in one lump sum any remaining unpaid portion of the CIC Severance. Notwithstanding the provisions of the immediately preceding sentence, in the event that the Company shall fail to make any payment of the CIC Severance, which failure is not cured within thirty (30) days following written notice to the Company of the salary continuation or severance paymentsfailure to make such payment, andthen all remaining portions of the CIC Severance shall thereupon be immediately due and payable without further notice to the Company. All payments made pursuant to this Section 3.2(e), no compensation that other than the Executive may receive from another employer during the salary continuation or severance period CIC Severance, shall be offset against amounts owed made within thirty (30) days following the date of resignation or termination. In addition to Executive hereunder. Notwithstanding the foregoing, upon the date of resignation or termination (i) all of Executive’s Equity Awards that are outstanding on the date of Executive’s resignation or termination from employment shall be deemed amended, without further action by the Parent, the Company or Executive, so that any portion of such Equity Awards that would have vested solely with the passage of time over the twenty-four (24) month period following such resignation or termination, had Executive remained an employee of the Company during such period, shall be immediately vested and exercisable as of the date of resignation or termination, and any such stock options shall thereafter continue or expire in order to be entitled to the payments under paragraphs 9(c) accordance with their original terms, and (d), Executive shall be required to execute and deliver (and not revokeii) a release of all employment related claims against the Company in shall continue to provide and pay for all health, hospitalization and long-term care insurance premiums necessary to provide Executive and Executive's dependant family members, if any, with coverage under the Company's group health insurance program, on the same terms and conditions as offered to other executives of the Company throughout the period of coverage, for a form attached hereto as Exhibit A.period of eighteen (18) months from and after the date of resignation or termination. From and after the expiration of such eighteen (18) month period, all applicable laws shall continue to apply to any person's or persons' rights to continue such benefits.

Payment Upon Termination. (a) If this Employment Agreement Executive's employment is terminated pursuant to paragraph 8(i) aboveby Company for Cause, as defined in Paragraph 1(a), the obligations of Company under this Agreement shall cease and Executive shall forfeit all right to receive disability pay from any compensation or other benefits under this Agreement except only compensation or benefits accrued or earned and vested (if applicable) by Executive as of the date of such termination until termination, including base salary through the second anniversary date of termination, benefits payable under the terms of any qualified or nonqualified retirement plans or deferred compensation plans maintained by Company, any accrued vacation pay as of the Effective Date at the rate date of 50% of the Base Salary, reduced termination not yet paid by applicable payroll taxes Company and further reduced by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall benefits required to be paid periodically by law such as continued health care coverage pursuant to the Executive as provided in paragraph 5(aConsolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") for (collectively, the payment of salary"Accrued Obligations"). (b) If Executive shall voluntarily terminate Executive's employment during the Employment Agreement is terminated pursuant to paragraph 8(ii) or 8(v) aboveTerm other than for Good Reason, as defined in Paragraph 1(e), the obligations of Company under this Agreement shall cease and Executive shall forfeit all right to receive no salary continuation pay any compensation or severance pay.other benefits under this Agreement except only the Accrued Obligations. 63 (c) In the event of the death of Executive during the Term, then, in addition to the Accrued Obligations and any other benefits which may be payable by Company in respect of the death of Executive, the base salary then payable hereunder shall continue to be paid at the then current rate for a period of six (6) months after such death to such beneficiary as shall have been designated in writing by Executive, or if no effective designation exists, then to the estate of Executive. (d) If this Employment Agreement Executive's employment is terminated pursuant by reason of Executive's attainment of age sixty-five (65), the obligations of Company under this Agreement shall cease and Executive shall forfeit all right to paragraph 8(iiireceive any compensation or other benefits under this Agreement except only the Accrued Obligations. (e) or 8(iv) aboveIf Executive's employment is terminated by Company during the Term for any reason other than for Cause, or as a result Executive's death, or Executive's attainment of age sixty-five (65), or if Executive's employment is terminated during the Term by reason of Executive's Disability, or if Executive shall voluntarily terminate Executive's employment during the Term for Good Reason, Executive shall be entitled to receive, and Company shall be obligated to pay and provide Executive, the following amounts: (i) An amount in consideration of the covenants by Executive having terminated this Employment Agreement following a Material Demotion, set forth in Paragraphs 8 and 9 below to be determined by an independent certified public accounting firm selected by Executive and retained by Company to be the Executive shall receive salary continuation pay for the remainder reasonable value of the contractual term, but not in any event for less than twenty-four months from said covenants as of the date of termination of Executive's employment. Said amount shall be paid in cash in a lump sum in the month next following Executive's date of termination of employment and shall be treated as a supplemental wage payment under applicable Treasury Regulations subject to federal tax withholding at the flat percentage rate applicable thereto. (ii) An amount equal to three (3) times the base salary of Executive, at the rate in effect immediately prior to the date of termination, plus an amount equal to three (3) times the bonus paid or payable with respect to the fiscal year immediately preceding the date of termination or, if higher, three (3) times the average bonus payable to Executive in respect of the three (3) full fiscal years immediately preceding the Effective Date. There shall be subtracted from the aggregate amount determined in accordance with the immediately preceding sentence the amount payable to Executive pursuant to subparagraph (e)(i) above in respect of the covenants by Executive set forth in Paragraphs 8 and 9 below and the amount, if any, payable to Executive under any then effective severance pay plan of Company. Such resulting amount shall be payable in equal installments over the three (3)-year period commencing on the date of termination of employment in accordance with the normal payroll practices of Company or, at Company's option, the entire amount (determined without any discount) shall be paid in cash in a lump sum in the month next following Executive's date of termination of employment and shall be treated as a supplemental wage payment under applicable Treasury Regulations subject to federal tax withholding at the flat percentage rate applicable thereto. 64 (iii) An amount equal to the aggregate amounts that Company would have contributed on behalf of Executive under Company's qualified defined contribution retirement plan(s), if any such plan(s) shall be in effect (other than amounts attributable to Executive's before-tax contributions to such plan(s)) plus estimated earnings thereon had Executive continued in the employ of Company for the three (3)-year period commencing on the date of termination (“Salary Continuation Period”)and made contributions under said plan(s) at a rate, as a percentage of salary, equal to the rate at which Executive had made contributions to said plan(s) in the plan year immediately preceding Executive’s 's termination, to be payable in a lump sum to Executive within thirty (30) days after the expiration of the non-competition period specified in Paragraph 9(a) of this Agreement, provided that Executive shall not have breached said non-competition provisions. (iv) An amount equal to the difference between: (A) benefits which would have been payable to Executive under any deferred compensation agreement between Company and Executive, if any such agreement shall be in effect, had Executive continued in the employ of Company for the three (3)-year period commencing on the date of termination, received compensation at least equal to that specified in Paragraph 4 of this Agreement during such time, and deferred pursuant to said deferred compensation agreement the amount of compensation specified therein; and (B) the benefits actually payable to Executive under such deferred compensation agreement; such amount to be payable in a lump sum to Executive within thirty (30) days after the expiration of the non-competition period specified in Paragraph 9(a) of this Agreement, provided that Executive shall not have breached said non-competition provisions. (v) Additional retirement benefits equal to the difference between: (A) the annual pension benefits that would have been payable to Executive under Company's qualified defined benefit retirement plan (the "Plan") and under any nonqualified supplemental executive retirement plan covering Executive (the "Supplemental Plan"), if any such Plan or Supplemental Plan shall be in effect, if Executive had been continued in the employ of Company for the three (3)-year period commencing on the date of termination and had received compensation at least equal to that specified in Paragraph 4(a) of this Agreement during such time and had been fully vested in the benefits payable under any such Plan and Supplemental Plan; and (B) the annual benefits actually payable to Executive under any such Plan and Supplemental Plan. The discounted present value of such additional benefits, shall be payable to Executive in a lump sum, as calculated by the independent actuary for the Plan using the assumptions specified in the Plan, within thirty (30) days after the expiration of the non-competition period specified in Paragraph 9(a) of this Agreement, provided that Executive shall not have breached said non-competition provisions. (vi) At the date of termination of Executive's employment, Executive shall be fully vested in any form of compensation previously granted to Executive (other than benefits payable under a qualified retirement plan), such as, by way of example only, restricted stock, stock options, and performance share awards. 65 (vii) If Executive's employment is terminated by reason of Executive's Disability, Executive shall be entitled to receive, in addition to the other benefits provided under this Paragraph 7(e), disability benefits at least equal to the most recent annual salary plus his target bonus favorable of those provided by Company or Parent to disabled employees in accordance with the most favorable plans, programs, practices and policies of Company or Parent in effect at any time during the ninety (90)-day period immediately preceding the Effective Date or, if more favorable to Executive, as determined in effect on the date of Executive's Disability with respect to other key employees of Company or Parent. (viii) During the three (3)-year period commencing on the date of termination, or such longer period as any plan, program, practice or policy may provide, Executive shall continue to participate in all life, health, disability and similar welfare benefit plans and programs of Company to the extent that such continued participation is possible under the bonus general terms and provisions of such plans and programs, and Executive shall be credited with additional service attributable to the three (3)-year period commencing on the date of termination for purposes of determining eligibility to participate in any such plans or programs maintained by Company for retirees, with Company and Executive paying the same portion of the cost of each such plan last in effect for or program as existed at the time of Executive)'s termination. In additionthe event that Executive's continued participation (or commencement of participation for plans or programs for retirees) is not permitted, the then in lieu thereof, Company shall pay acquire, with the premiums necessary to continue Executive’s group health same cost sharing, individual insurance policies providing comparable coverage for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this periodExecutive; provided, however, that Company shall not be obligated to pay more than three (3) times Company's current cost for comparable group coverage. If any such individual coverage is unavailable, then Company shall pay to Executive annually for the salary continuation three (3)-year period commencing on the date of termination an amount equal to the sum of the average annual contributions, payments, bonus and other benefits described credits, or allocations made by Company for such coverage on Executive's behalf (or the average such contributions, payments, credits, or allocations for retirees, in this paragraph 9(cthe case of retiree coverage) shall cease if over the Executive shall, directly or indirectly, be in breach three (3) calendar years preceding the date of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment termination of the Base SalaryExecutive's employment. (dix) If During the Company shall decide not to renew this Employment Agreement, the Executive shall receive severance pay, for a three (3)-year period of twenty-four months following commencing on the date of expiration termination, Executive shall continue to receive such perquisites, other than those specified in the preceding subparagraphs above, as Executive was receiving at the date of the then current term (“Severance Pay”)termination of employment with, equal to the extent applicable, the same cost sharing with Company as was in effect immediately prior to Executive’s most recent annual salary (excluding any and all executive bonus plan amounts). Such severance payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take any legal action against the Company related to said non-renewal and 's termination of employment. (ex) During Company shall reimburse Executive for the Salary Continuation Period amount of any reasonable legal or Severance Period, the accounting fees and expenses incurred by Executive shall be under no obligation to mitigate the costs to the Company of the salary continuation obtain or severance payments, and, no compensation that the Executive may receive from another employer during the salary continuation enforce any right or severance period shall be offset against amounts owed benefit provided to Executive by Company hereunder or as confirmed or acknowledged hereunder. Notwithstanding the foregoing, in order to be entitled to the payments under paragraphs 9(c) and (d), Executive shall be required to execute and deliver (and not revoke) a release of all employment related claims against the Company in a form attached hereto as Exhibit A..

Payment Upon Termination. (a) If this Employment Agreement Employee’s employment is terminated pursuant to paragraph 8(i) aboveby Company for Cause, as defined in Paragraph 1(a), the Executive obligations of Company under this Agreement shall cease and Employee shall forfeit all right to receive disability pay from any compensation or other benefits under this Agreement except only compensation or benefits accrued or earned and vested (if applicable) by Employee as of the date of such termination until termination, including base salary through the second anniversary date of termination, benefits payable under the terms of any qualified or nonqualified retirement plans or deferred compensation plans maintained by Company, any accrued vacation pay as of the Effective Date at the rate date of 50% of the Base Salary, reduced termination not yet paid by applicable payroll taxes Company and further reduced by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall benefits required to be paid periodically by law such as continued health care coverage pursuant to the Executive as provided in paragraph 5(aConsolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for (collectively, the payment of salary“Accrued Obligations”). (b) If Employee shall voluntarily terminate Employee’s employment during the Employment Agreement is terminated pursuant to paragraph 8(ii) or 8(v) aboveTerm, other than for Good Reason, as defined in Paragraph 1(e), the Executive obligations of Company under this Agreement shall cease and Employee shall forfeit all right to receive no salary continuation pay any compensation or severance payother benefits under this Agreement except only the Accrued Obligations. (c) If this Employment Agreement is terminated pursuant In the event of the death of Employee during the Term, then, in addition to paragraph 8(iiithe Accrued Obligations and any other benefits which may be payable by Company in respect of the death of Employee, the base salary then payable hereunder shall continue to be paid at the then current rate for a period of six (6) or 8(iv) abovemonths after such death to such beneficiary as shall have been designated in writing by Employee, or as a result if no effective designation exists, then to the estate of Employee. Such payment shall be made on the first (1st) and fifteenth (15th) of each month, beginning on the first day of the Executive having terminated this Employment Agreement first month following a Material Demotion, the Executive shall receive salary continuation pay for the remainder of the contractual term, but not in any event for less than twenty-four months from the date of such termination (“Salary Continuation Period”), equal to the ExecutiveEmployee’s most recent annual salary plus his target bonus (as determined under the bonus plan last in effect for the Executive). In addition, the Company shall pay the premiums necessary to continue Executive’s group health coverage for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salarydeath. (d) If Employee’s employment is terminated by reason of Employee’s attainment of age sixty-five (65), the obligations of Company under this Agreement shall cease and Employee shall forfeit all right to receive any compensation or other benefits under this Agreement except the Accrued Obligations. (e) If Employee’s employment is terminated by Company during the Term for any reason other than for Cause, or Employee’s death, or Employee’s attainment of age sixty-five (65), or if Employee’s employment is terminated during the Term by reason of Employee’s Disability, or if Employee shall voluntarily terminate Employee’s employment during the Term for Good Reason, Employee shall be entitled to receive, and Company shall decide not be obligated to renew this Employment Agreementpay and provide Employee, the following amounts: (i) An amount in consideration of the covenants by Executive set forth in Paragraphs 8 and 9 below to be determined by a nationally recognized independent certified public accounting firm selected and retained by Company to be the reasonable value of said covenants as of the date of termination of Employee’s employment, but in no event shall receive severance paysuch amount be greater than the aggregate value of the benefits provided in subparagraphs (e)(ii), (iii), (iv), (v) and (viii) hereinbelow. The benefits otherwise payable to Executive pursuant to said subparagraphs shall be offset by the amount, if any, payable to Executive in respect of the covenants by Employee set forth in Paragraphs 8 and 9 below. Said amount paid in consideration of the covenants by Executive set forth in Paragraphs 8 and 9 below shall be paid in accordance with subparagraphs (e)(ii), (iii), (iv), (v) and (viii) below, and this subparagraph (i) shall not alter the time or form of payment of such amounts. (ii) An amount equal to three (3) times the base salary of Employee, at the rate in effect immediately prior to the date of termination, plus an amount equal to three (3) times the target percentage of the midpoint of Employee’s salary grade under the Company’s Officers Incentive Program for the year in which termination occurs if the employee is a period participant in such plan at the time of twentythe Change-four months in-Control. Such amount so determined shall be divided into thirty-six (36) equal amounts. If the Employee is not a “specified employee” as defined under Section 409A of the Code at the time of termination, payment of such equal amounts shall be made on the first day of each month, commencing with the first day of the first month following termination. If the Employee is a “specified employee” as that term is defined under Section 409A of the Code on the date of termination, seven (7) such equal amounts shall be paid to the Employee on the date which is the first day of the seventh (7th) month following the date of expiration termination of employment, and the twenty-nine (29) remaining equal amounts shall be payable on the first day of each month subsequent to the date of the then current term first payment (one payment per month) until the payments are completed. Payments shall be treated as supplemental wage payments under applicable Treasury Regulations subject to federal tax withholding at the flat percentage rate applicable thereto. (iii) An amount equal to the aggregate amounts that Company would have contributed on behalf of Employee under Company’s qualified defined contribution retirement plan(s), if any such plan(s) shall be in effect (other than amounts attributable to Employee’s before-tax contributions to such plan(s)) plus estimated earnings thereon had Employee continued in the employ of Company for the three (3)-year period commencing on the date of termination and made contributions under said plan(s) equal to the maximum amount that the Employee could have contributed under the terms of such plan(s) for the plan year immediately preceding Employee’s termination, to be payable in a lump sum to Employee on the second anniversary of the Employee’s termination of employment, provided that Employee shall not have breached said non-competition provisions. (iv) An amount equal to the additional Interest Equivalent which would have been earned under any deferred compensation agreement between Company and Employee, if any such agreement shall be in effect, had Employee continued in the employ of Company for the three (3)-year period commencing on the date of termination, received compensation at least equal to that specified in Paragraph 4 of this Agreement during such time, and deferred pursuant to said deferred compensation agreement the amount of compensation specified therein; such amount to be payable in a lump sum to Employee on the second anniversary of the Employee’s termination of employment, provided that Employee shall not have breached said non-competition provisions. (v) Additional retirement benefits equal to the additional annual pension benefits that would have been payable to Employee under Company’s qualified defined benefit retirement plan (the “Severance PayPlan”) and under any nonqualified supplemental Employee retirement plan covering Employee (the “Supplemental Plan”), if any such Plan or Supplemental Plan shall be in effect, if Employee had been continued in the employ of Company for the three (3)-year period commencing on the date of termination and had received compensation at least equal to that specified in Paragraph 4(a) of this Agreement during such time and had been fully vested in the Executive’s most recent annual salary (excluding benefits payable under any such Plan and all executive bonus plan amounts)Supplemental Plan. Such severance payments (less applicable payroll taxes) The discounted present value of such additional benefits, shall be paid periodically payable to Employee in a lump sum, as calculated by the Executive as provided in paragraph 5(a) independent actuary for the payment Plan using the assumptions specified in the Plan, on the second anniversary of the Base Salary. The Executive hereby agrees to make a smooth transition Employee’s termination of responsibilities during employment, provided that ninety (90) day period and the Executive further agrees Employee shall not to take any legal action against the Company related to have breached said non-renewal competition provisions. (vi) At the date of termination of Employee’s employment, Employee shall be fully vested in any form of compensation previously granted to Employee (other than benefits payable under a qualified retirement plan), such as, by way of example only, restricted stock, stock options, and performance share awards. (vii) If Employee’s employment is terminated by reason of Employee’s Disability, Employee shall be entitled to receive, in addition to the other benefits provided under this Paragraph 7(e), disability benefits payable in accordance with any bona fide disability plan maintained by Company or Parent, to the extent Employee qualifies for benefits under the terms of such bona fide disability plan. (viii) A lump sum cash payment equal to three (3) times the sum of the average of the annual contributions, payments, credits or allocations made by the Company on behalf of the Employee for coverage under all life, health, disability and similar welfare benefit plans and programs and other perquisites maintained by the Company during the three (3) calendar year period preceding his termination of employment. Such payment shall be made on the first day of the seventh (7’) month following the Employee’s termination of employment, if the Employee is a “specified employee” as defined under Section 409A of the Code on the date of termination. If the Employee is not a specified employee on the date of termination, payment shall be made on the first day of the month following the Employee’s termination of employment. (eix) During Company shall reimburse Employee for the Salary Continuation Period amount of any reasonable legal or Severance Periodaccounting fees and expenses incurred by Employee to obtain or enforce any right or benefit provided to Employee by Company hereunder or as confirmed or acknowledged hereunder, the Executive provided that no such reimbursement shall be made earlier than seven (7) months following the Employee’s termination, if the Employee is a “specified employee” as that term is defined under Section 409A of the Code on the date of termination, and in no obligation to mitigate event shall any reimbursement be made any later than December 31 of the costs to calendar year following the year in which the expense is incurred by the Employee. (x) Company shall provide the Employee with reasonable outplacement services from a firm selected by the Company for a period of one (1) year commencing on the salary continuation date of termination, or severance paymentsuntil Employee accepts other employment, and, no compensation that the Executive may receive from another employer during the salary continuation or severance period shall be offset against amounts owed to Executive hereunder. Notwithstanding the foregoing, in order to be entitled to the payments under paragraphs 9(c) and (d), Executive shall be required to execute and deliver (and not revoke) a release of all employment related claims against the Company in a form attached hereto as Exhibit A.if earlier.

Payment Upon Termination. (a) If this Employment Agreement Employee’s employment is terminated pursuant to paragraph 8(i) aboveby Company for Cause, as defined in Paragraph 1(a), the Executive obligations of Company under this Agreement shall cease and Employee shall forfeit all right to receive disability pay from any compensation or other benefits under this Agreement except only compensation or benefits accrued or earned and vested (if applicable) by Employee as of the date of such termination until termination, including base salary through the second anniversary date of termination, benefits payable under the terms of any qualified or nonqualified retirement plans or deferred compensation plans maintained by Company, any accrued vacation pay as of the Effective Date at the rate date of 50% of the Base Salary, reduced termination not yet paid by applicable payroll taxes Company and further reduced by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall benefits required to be paid periodically by law such as continued health care coverage pursuant to the Executive as provided in paragraph 5(aConsolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for (collectively, the payment of salary“Accrued Obligations”). (b) If Employee shall voluntarily terminate Employee’s employment during the Employment Agreement is terminated pursuant to paragraph 8(ii) or 8(v) aboveTerm, other than for Good Reason, as defined in Paragraph 1(e), the Executive obligations of Company under this Agreement shall cease and Employee shall forfeit all right to receive no salary continuation pay any compensation or severance payother benefits under this Agreement except only the Accrued Obligations. (c) If this Employment Agreement is terminated pursuant In the event of the death of Employee during the Term, then, in addition to paragraph 8(iiithe Accrued Obligations and any other benefits which may be payable by Company in respect of the death of Employee, the base salary then payable hereunder shall continue to be paid at the then current rate for a period of six (6) or 8(iv) abovemonths after such death to such beneficiary as shall have been designated in writing by Employee, or as a result if no effective designation exists, then to the estate of Employee. Such payment shall be made on the first (1st) and fifteenth (15th) of each month, beginning on the first day of the Executive having terminated this Employment Agreement first month following a Material Demotion, the Executive shall receive salary continuation pay for the remainder of the contractual term, but not in any event for less than twenty-four months from the date of such termination (“Salary Continuation Period”), equal to the ExecutiveEmployee’s most recent annual salary plus his target bonus (as determined under the bonus plan last in effect for the Executive). In addition, the Company shall pay the premiums necessary to continue Executive’s group health coverage for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salarydeath. (d) If Employee’s employment is terminated by reason of Employee’s attainment of age sixty-five (65), the obligations of Company under this Agreement shall cease and Employee shall forfeit all right to receive any compensation or other benefits under this Agreement except the Accrued Obligations. (e) If Employee’s employment is terminated by Company during the Term for any reason other than for Cause, or Employee’s death, or Employee’s attainment of age sixty-five (65), or if Employee’s employment is terminated during the Term by reason of Employee’s Disability, or if Employee shall voluntarily terminate Employee’s employment during the Term for Good Reason, Employee shall be entitled to receive, and Company shall decide not be obligated to renew this Employment Agreementpay and provide Employee, the following amounts: (i) An amount in consideration of the covenants by Executive set forth in Paragraphs 8 and 9 below to be determined by a nationally recognized independent certified public accounting firm selected and retained by Company to be the reasonable value of said covenants as of the date of termination of Employee’s employment, but in no event shall receive severance paysuch amount be greater than the aggregate value of the benefits provided in subparagraphs (e)(ii), (iii), (iv), (v) and (viii) hereinbelow. The benefits otherwise payable to Executive pursuant to said subparagraphs shall be offset by the amount, if any, payable to Executive in respect of the covenants by Employee set forth in Paragraphs 8 and 9 below. Said amount paid in consideration of the covenants by Executive set forth in Paragraphs 8 and 9 below shall be paid in accordance with subparagraphs (e)(ii), (iii), (iv), (v) and (viii) below, and this subparagraph (i) shall not alter the time or form of payment of such amounts. (ii) An amount equal to three (3) times the base salary of Employee, at the rate in effect immediately prior to the date of termination, plus an amount equal to three (3) times the target percentage of the midpoint of Employee’s salary grade under the Company’s Officers Incentive Program for the year in which termination occurs if the employee is a period participant in such plan at the time of twentythe Change-four months in-Control. Such amount so determined shall be divided into thirty-six (36) equal amounts. If the Employee is not a “specified employee” as defined under Section 409A of the Code at the time of termination, payment of such equal amounts shall be made on the first day of each month, commencing with the first day of the first month following termination. If the Employee is a “specified employee” as that term is defined under Section 409A of the Code on the date of termination, seven (7) such equal amounts shall be paid to the Employee on the date which is the first day of the seventh (7th) month following the date of expiration termination of employment, and the twenty-nine (29) remaining equal amounts shall be payable on the first day of each month subsequent to the date of the then current term first payment (one payment per month) until the payments are completed. Payments shall be treated as supplemental wage payments under applicable Treasury Regulations subject to federal tax withholding at the flat percentage rate applicable thereto. (iii) An amount equal to the aggregate amounts that Company would have contributed on behalf of Employee under Company’s qualified defined contribution retirement plan(s), if any such plan(s) shall be in effect (other than amounts attributable to Employee’s before-tax contributions to such plan(s)) plus estimated earnings thereon had Employee continued in the employ of Company for the three (3)-year period commencing on the date of termination and made contributions under said plan(s) equal to the maximum amount that the Employee could have contributed under the terms of such plan(s) for the plan year immediately preceding Employee’s termination, to be payable in a lump sum to Employee on the second anniversary of the Employee’s termination of employment, provided that Employee shall not have breached said non-competition provisions. (iv) An amount equal to the additional Interest Equivalent which would have been earned under any deferred compensation agreement between Company and Employee, if any such agreement shall be in effect, had Employee continued in the employ of Company for the three (3)-year period commencing on the date of termination, received compensation at least equal to that specified in Paragraph 4 of this Agreement during such time, and deferred pursuant to said deferred compensation agreement the amount of compensation specified therein; such amount to be payable in a lump sum to Employee on the second anniversary of the Employee’s termination of employment, provided that Employee shall not have breached said non-competition provisions. (v) Additional retirement benefits equal to the additional annual pension benefits that would have been payable to Employee under Company’s qualified defined benefit retirement plan (the “Severance PayPlan”) and under any nonqualified supplemental Employee retirement plan covering Employee (the “Supplemental Plan”), if any such Plan or Supplemental Plan shall be in effect, if Employee had been continued in the employ of Company for the three (3)-year period commencing on the date of termination and had received compensation at least equal to that specified in Paragraph 4(a) of this Agreement during such time and had been fully vested in the Executive’s most recent annual salary (excluding benefits payable under any such Plan and all executive bonus plan amounts)Supplemental Plan. Such severance payments (less applicable payroll taxes) The discounted present value of such additional benefits, shall be paid periodically payable to Employee in a lump sum, as calculated by the Executive as provided in paragraph 5(a) independent actuary for the payment Plan using the assumptions specified in the Plan, on the second anniversary of the Base Salary. The Executive hereby agrees to make a smooth transition Employee’s termination of responsibilities during employment, provided that ninety (90) day period and the Executive further agrees Employee shall not to take any legal action against the Company related to have breached said non-renewal competition provisions. (vi) At the date of termination of Employee’s employment, Employee shall be fully vested in any form of compensation previously granted to Employee (other than benefits payable under a qualified retirement plan), such as, by way of example only, restricted stock, stock options, and performance share awards. (vii) If Employee’s employment is terminated by reason of Employee’s Disability, Employee shall be entitled to receive, in addition to the other benefits provided under this Paragraph 7(e), disability benefits payable in accordance with any bona fide disability plan maintained by Company or Parent, to the extent Employee qualifies for benefits under the terms of such bona fide disability plan. (viii) A lump sum cash payment equal to three (3) times the sum of the average of the annual contributions, payments, credits or allocations made by the Company on behalf of the Employee for coverage under all life, health, disability and similar welfare benefit plans and programs and other perquisites maintained by the Company during the three (3) calendar year period preceding his termination of employment. Such payment shall be made on the first day of the seventh (7th) month following the Employee’s termination of employment, if the Employee is a “specified employee” as defined under Section 409A of the Code on the date of termination. If the Employee is not a specified employee on the date of termination, payment shall be made on the first day of the month following the Employee’s termination of employment. (eix) During Company shall reimburse Employee for the Salary Continuation Period amount of any reasonable legal or Severance Periodaccounting fees and expenses incurred by Employee to obtain or enforce any right or benefit provided to Employee by Company hereunder or as confirmed or acknowledged hereunder, the Executive provided that no such reimbursement shall be made earlier than seven (7) months following the Employee’s termination, if the Employee is a “specified employee” as that term is defined under Section 409A of the Code on the date of termination, and in no obligation to mitigate event shall any reimbursement be made any later than December 31 of the costs to calendar year following the year in which the expense is incurred by the Employee. (x) Company shall provide the Employee with reasonable outplacement services from a firm selected by the Company for a period of one (1) year commencing on the salary continuation date of termination, or severance paymentsuntil Employee accepts other employment, and, no compensation that the Executive may receive from another employer during the salary continuation or severance period shall be offset against amounts owed to Executive hereunder. Notwithstanding the foregoing, in order to be entitled to the payments under paragraphs 9(c) and (d), Executive shall be required to execute and deliver (and not revoke) a release of all employment related claims against the Company in a form attached hereto as Exhibit A.if earlier.

Payment Upon Termination. (a) If this Employment Agreement is terminated pursuant to paragraph 8(i) above, the Executive shall receive disability pay from the date of such termination until the second anniversary of the Effective Date at the rate of 50% of the Base Salary, reduced by applicable payroll taxes and further reduced by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of salary. (b) If the Employment Agreement is terminated pursuant to paragraph 8(ii) or 8(v) above, the Executive shall receive no salary continuation pay or severance pay. (c) If this Employment Agreement is terminated pursuant to paragraph 8(iii) or 8(iv) above, or as a result of the Executive having terminated this Employment Agreement following a Material Demotion, the Executive shall receive salary continuation pay for the remainder of the contractual term, but not in any event for less than twenty-four months from the date of such termination (“Salary Continuation Period”), equal to the Executive’s most recent annual salary plus his target bonus Performance Bonus (as determined under by the bonus plan last Performance Bonus(es) earned by Executive during the most recent full calendar year, or in effect for the Executivecase of 2020, the Target Bonus). In addition, the Company shall pay the premiums necessary to continue Executive’s group health coverage for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. (d) If the Company shall decide not to renew this Employment Agreement, the Executive shall receive severance pay, for a period of twenty-four months following the date of expiration of the then current term (“Severance Pay”), equal to the Executive’s most recent annual salary (excluding any and all executive bonus plan amounts). Such severance payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take any legal action against the Company related to said non-renewal and termination of employment. (e) During the Salary Continuation Period or Severance Period, the Executive shall be under no obligation to mitigate the costs to the Company of the salary continuation or severance payments, and, no compensation that the Executive may receive from another employer during the salary continuation or severance period shall be offset against amounts owed to Executive hereunder. Notwithstanding the foregoing, in order to be entitled to the payments under paragraphs 9(c) and (d), Executive shall be required to execute and deliver (and not revoke) a release of all employment related claims against the Company in a form attached hereto as Exhibit A.

Payment Upon Termination. (a) If this Upon termination of the Employment Agreement is terminated pursuant to paragraph 8(iTerm for any reason other than (i) aboveExecutive's death, or (ii) by the Company other than for Cause (as defined in Exhibit C attached hereto) or (iii) by the Company during Executive's Disability (as defined in Exhibit C attached hereto), Executive shall be entitled to receive disability pay from the compensation owed to Executive but unpaid for performance rendered under this Agreement as of the date of such termination until and any additional compensation he may be entitled to receive under the second anniversary terms of the Effective Date at the rate of 50% of the Base Salary, reduced by applicable payroll taxes and further reduced by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of salaryemployee benefit plan. (b) If Upon termination of the Employment Term by the death of Executive, Executive's estate shall be entitled to receive the compensation under Section 2.1 as calculated and owed to Executive but unpaid for performance rendered under this Agreement is terminated pursuant as of the date of termination and any additional compensation he may be entitled to paragraph 8(iireceive under the terms of any employee benefit plan plus the Company will pay to the personal representative of Executive, a lump sum amount equal to one-half of Executive's annual Base Compensation under Section 2.1 as in effect on the date of his death plus, to the extent reasonably calculable under any bonus program then applicable to Executive, a pro rata portion (calculated as of the date of Executive's death) or 8(v) above, of the bonus that Executive shall receive no salary continuation pay or severance paywould have earned if Executive had remained employed by the Company at the end of the fiscal year in which his death occurred. (c) If this In the event that during the Employment Agreement is terminated pursuant to paragraph 8(iii) or 8(iv) aboveTerm Executive becomes Disabled and the Company thereafter terminates Executive's employment during the continuation of such Disability, or as a result of the Executive having terminated this Employment Agreement following a Material Demotion, the Executive shall be entitled to receive salary continuation pay the compensation under Section 2.1 as calculated and owed to Executive but unpaid for the remainder performance rendered under this Agreement as of the contractual term, but not in any event for less than twenty-four months from the date of such termination (“Salary Continuation Period”)and any additional compensation he may be entitled to receive under the terms of any employee benefit plan plus, equal to the extent reasonably calculable under any bonus program then applicable to Executive’s most recent annual salary plus his target bonus , a pro rata portion (calculated as determined under of the date of Executive's Disability) of the bonus plan last that Executive would have earned if Executive had remained employed by the Company at the end of the fiscal year in effect for the Executive)which his Disability occurred. In addition, the Company shall pay to Executive, for up to ninety (90) days, an amount equal to the premiums necessary difference between the amount of Executive's then level of Base Compensation payable pursuant to continue Executive’s group health coverage for the Salary Continuation Period under the applicable provisions Section 2.1 and 150% of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided amount paid to Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if any short-term disability insurance policy obtained by the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be and paid periodically by the Company through the Company's group coverage until the Company's long-term disability insurance begins to the Executive as provided in paragraph 5(a) for the payment of the Base Salarypay. (d) If In the event that within two (2) years following the Commencement Date the Company shall decide not to renew this Employment Agreementterminates Executive's employment other than for Cause, unless the provisions of Section 3(f) apply, Executive shall be entitled to receive severance pay, the compensation under Section 2.1 as calculated and owed to Executive but unpaid for a period performance rendered under this Agreement as of twenty-four months following the date of expiration termination and the Company will be obligated to pay Executive his annual Base Compensation under Section 2.1 as of the then current term date of termination of such employment from the date of such termination for twelve (“Severance Pay”), equal to the Executive’s most recent annual salary (excluding any and all executive bonus plan amounts)12) months. Such severance payments (less applicable payroll taxes) payment shall be paid periodically to the Executive made as provided in paragraph 5(a) for the payment of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take any legal action against the Company related to said non-renewal and termination of employmentwhen otherwise due under this Agreement. (e) During In the Salary Continuation Period or Severance Period, event that at any time that is more than two (2) years following the Executive shall be under no obligation to mitigate the costs to Commencement Date the Company terminates Executive's employment other than for Cause, unless the provisions of the salary continuation or severance payments, and, no compensation that the Executive may receive from another employer during the salary continuation or severance period shall be offset against amounts owed to Executive hereunder. Notwithstanding the foregoing, in order to be entitled to the payments under paragraphs 9(cSection 3(f) and (d)apply, Executive shall be required entitled to execute receive the compensation under Section 2.1 as calculated and deliver (owed to Executive but unpaid for performance rendered under this Agreement as of the date of termination and not revoke) a release of all employment related claims against the Company will be obligated to pay Executive at the rate of his annual Base Compensation under Section 2.1 as of the date of termination of such employment from the date of such termination for six (6) months. Such payment shall be made as and when otherwise due under this Agreement. (f) In the event that the Company terminates Executive's employment other than for Cause within eighteen (18) months following the occurrence of a Change in a form Control (as defined in Exhibit C attached hereto hereto), in lieu of the amounts payable pursuant to Section 3(d) or (e) Executive shall be entitled to receive the compensation under Section 2.1 as Exhibit A.calculated and owed to Executive but unpaid for performance rendered under this Agreement as of the date of termination of such employment and the Company will be obligated to pay Executive an additional amount equal to the sum of (x) his annual Base Compensation as of the date of termination of such employment plus (y) an amount equal to the bonus paid to Executive pursuant to Section 2.2 for the calendar year immediately preceding the calendar year in which the termination of employment occurs. Such payment shall be made within thirty (30) days following termination of Executive's employment. (g) Payments made pursuant to this Section 3 are in lieu of any other obligations to Executive pursuant to the terms of this Agreement.

Payment Upon Termination. (a) If this Employment Agreement Executive's employment is terminated pursuant to paragraph 8(i) aboveby Bank for "Cause," as defined in Paragraph 1(a), the obligations of Bank under this Agreement shall cease and Executive shall forfeit all right to receive disability pay from any compensation or other benefits under this Agreement except only salary and reimbursable expenses accrued through the date of such termination until the second anniversary of the Effective Date at the rate of 50% of the Base Salary, reduced by applicable payroll taxes and further reduced by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of salarytermination. (b) If Executive shall voluntarily terminate his employment during the Employment Agreement is terminated pursuant to paragraph 8(ii) or 8(v) aboveTerm other than for "Good Reason," as defined in Paragraph 1(c), the obligations of Bank under this Agreement shall cease and Executive shall forfeit all right to receive no any compensation or other benefits under this Agreement except only salary continuation pay or severance payand reimbursable expenses accrued through the date of such termination. (c) If this Employment Agreement Executive's employment is terminated pursuant to paragraph 8(iii) by reason of Disability or 8(iv) above, or as a result of the Executive having terminated this Employment Agreement following a Material Demotiondeath, the obligations of Bank under this Agreement shall cease and Executive shall forfeit all right to receive any compensation or other benefits under this Agreement except only salary continuation pay for the remainder of the contractual term, but not in any event for less than twenty-four months from and reimbursable expenses accrued through the date of such termination (“Salary Continuation Period”), equal to the Executive’s most recent annual salary plus his target bonus (as determined under the bonus plan last in effect for the Executive). In addition, the Company shall pay the premiums necessary to continue Executive’s group health coverage for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salaryretirement. (d) If Executive's employment is terminated by Bank during the Company Term for any reason other than for "Cause," or "Disability," or if Executive shall decide not voluntarily terminate his employment during the Term for "Good Reason," Executive shall be entitled to renew this Employment Agreementreceive, and Bank shall be obligated to pay and provide Executive, the Executive shall receive severance payfollowing amounts: (i) The base salary of Executive, at the rate in effect immediately prior to Executive's termination, for a period of twenty-four six months following termination, from which shall be subtracted the date amount, if any, payable to Executive under any then effective severance pay plan of expiration Bank, payable in accordance with normal payroll practices of Bank, or at Executive's option the then current term commuted value (“Severance Pay”), determined by discounting all payments at a rate equal to the bond equivalent yield of the latest three-month Treasury Bill auction) of such salary to be paid in cash in a lump sum in the xxxxh next following Executive’s most recent 's termination of employment and to be treated as a supplemental wage payment under applicable Treasury Regulations subject to federal tax withholding at the flat percentage rate applicable thereto; (ii) A payment equal to one-half of the 2005 annual salary bonus received by Executive; (excluding iii) To the extent that any and all executive bonus plan amounts). Such severance payments (less applicable payroll taxes) form of compensation previously granted to Executive, such as, by way of example only, stock option awards, shall not be fully vested or shall require additional service as an employee at the time of the termination of Executive's employment, Executive shall be paid periodically to credited with additional service for such purpose through the Executive as provided in paragraph 5(a) for the payment end of the Base Salary. The six-month period following Executive's termination. (iv) During the period of eighteen months following Executive's termination of employment (or such other period as shall be prescribed by the then applicable COBRA law) (the "continuation period"), Executive hereby agrees shall continue to make a smooth transition receive such individual and/or family health benefits coverage as he was receiving at the time of responsibilities during that ninety (90) day period and the Executive further agrees not to take any legal action against the Company related to said non-renewal and termination of employment, with Bank and Executive paying the same portion of the cost of such coverage as existed at the time of Executive's termination, for so long during the continuation period as Executive elects to continue coverage and pays his portion of the costs of coverage. (e) During If Executive's employment is terminated by reason of retirement at the Salary Continuation Period or Severance Period, the Executive shall be under no obligation to mitigate the costs to the Company end of the salary continuation or severance payments, and, no compensation that the Executive may receive from another employer during the salary continuation or severance period shall be offset against amounts owed to Executive hereunder. Notwithstanding the foregoing, in order to be entitled to the payments under paragraphs 9(c) and (d)Term, Executive shall be required entitled to execute receive, and deliver Bank shall be obligated to pay to and provide Executive, the following amounts: (i) The base salary of Executive, at the rate in effect immediately prior to Executive's retirement through February 28, 2007, payable in accordance with normal payroll practices of Bank; and (ii) During the period from Executive's retirement through March 1, 2008, Executive shall continue to receive such individual and/or family health benefits coverage as he was receiving at the time of retirement, with Bank and not revoke) a release Executive paying the same portion of all employment related claims against the Company in a form attached hereto cost of such coverage as Exhibit A.existed at the time of Executive's retirement.

Payment Upon Termination. (a) If this Employment Agreement Executive's employment is terminated pursuant to paragraph 8(i) aboveby Bank for "Cause," as defined in Paragraph 1(a), the obligations of Bank and NFC under this Agreement shall cease and Executive shall forfeit all right to receive disability pay from any compensation or other benefits under this Agreement except only salary and reimbursable expenses accrued through the date of such termination until the second anniversary of the Effective Date at the rate of 50% of the Base Salary, reduced by applicable payroll taxes and further reduced by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of salarytermination. (b) If Executive shall voluntarily terminate his employment during the Employment Agreement is terminated pursuant to paragraph 8(ii) or 8(v) aboveTerm other than for "Good Reason," as defined in Paragraph 1(d), the obligations of Bank and NFC under this Agreement shall cease and Executive shall forfeit all right to receive no any compensation or other benefits under this Agreement except only salary continuation pay or severance payand reimbursable expenses accrued through the date of such termination. (c) If this Employment Agreement Executive's employment is terminated pursuant during the Term by reason of Disability, then Executive shall receive, in addition to paragraph 8(iii) or 8(iv) above, or as a result of his disability benefits under the Executive having terminated this Employment Agreement following a Material DemotionBank's long-term disability plan, the Executive shall receive salary continuation pay for the remainder of the contractual term, but not in any event for less than twenty-four months from the date of difference between such termination (“Salary Continuation Period”), equal to the Executive’s most recent annual salary plus disability benefits and his target bonus (as determined under the bonus plan last in effect for the Executive). In addition, the Company shall pay the premiums necessary to continue Executive’s group health coverage for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. (d) If the Company shall decide not to renew this Employment Agreement, the Executive shall receive severance pay, for a period of twenty-four months following the date of expiration of the then current term rate of base salary for six (“Severance Pay”), equal to the Executive’s most recent annual salary (excluding any and all executive bonus plan amounts). Such severance payments (less applicable payroll taxes6) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take any legal action against the Company related to said non-renewal and months after termination of employment. (d) In the event of the death of Executive during the Term, then, in addition to and not in substitution for any other benefits which may be payable by Bank in respect of the death of Executive, the base salary then payable hereunder shall continue to be paid at the then current rate for a period of six (6) months after such death to such beneficiary as shall have been designated in writing by Executive, or if no effective designation exists, then to the estate of Executive. (e) If Executive's employment is terminated by reason of retirement as specified in Paragraph 6(e), the obligations of Bank and NFC under this Agreement shall cease and Executive shall forfeit all right to receive any compensation or other benefits under this Agreement except only salary and reimbursable expenses accrued through the date of such retirement. (f) If Executive's employment is terminated by Bank during the Term for any reason other than for "Cause," or "Disability," or if Executive shall voluntarily terminate his employment during the Term for "Good Reason," Executive shall be entitled to receive, and Bank shall be obligated to pay and provide Executive, the following amounts: (i) An amount in consideration of the covenants by Executive set forth in Paragraphs 8 and 9 below to be determined by an independent certified public accounting firm retained by Bank to be the reasonable value of said covenants as of the date of termination of Executive's employment. Said amount shall be paid in cash in a lump sum in the month next following Executive's termination of employment and shall be treated as a supplemental wage payment under applicable Treasury Regulations subject to federal tax withholding at the flat percentage rate applicable thereto. (ii) The base salary of Executive, at the rate in effect immediately prior to Executive's termination, for the remainder of the Term in effect under Paragraph 2 of this Agreement, from which shall be subtracted the amount payable to Executive pursuant to subparagraph (f)(i) above and the amount, if any, payable to Executive under any then effective severance pay plan of Bank, payable in accordance with normal payroll practices of Bank, or at Bank's option the commuted value (determined by discounting all payments at a rate equal to the bond equivalent yield of the latest two-year Treasury Note auction) of such salary to be paid in cash in a lump sum in the month next following Executive's termination of employment and to be treated as a supplemental wage payment under applicable Treasury Regulations subject to federal tax withholding at the flat percentage rate applicable thereto; provided that if Executive's termination is after a Change-in-Control such payment shall be in the form of a lump sum as aforesaid, but calculated without any discount as aforesaid. (iii) An amount equal to the aggregate amounts that Bank would have contributed on behalf of Executive under Bank's Thrift Plan, if any such plan shall be in effect, until the end of the Term (plus estimated earnings thereon) had Executive continued in the employ of Bank until the end of the Term and made contributions under said plan at a rate, as a percentage of salary, equal to the rate at which Executive had made contributions to said plan in the plan year immediately preceding Executive's termination. (iv) Additional retirement benefits equal to the difference between (A) the annual pension benefits that would have been payable to Executive under the Retirement Plan of Bank (the "Plan") and under any supplemental retirement plan or agreement covering Executive ("Supplemental Plan"), if Executive had been continued in the employ of Bank until the end of the Term and had received compensation at least equal to that specified in Paragraph 4(a) of this Agreement until such time, and (B) the annual benefits actually payable to Executive under the Plan and any such Supplemental Plan, the discounted present value of such additional benefits, as calculated by the independent actuary for the Plan, to be payable in a lump sum to Executive within thirty (30) days after the expiration of the non-competition period specified in Paragraph 9(a) of this Agreement, provided that Executive shall not have breached said non-competition provisions. (v) To the extent that any form of compensation previously granted to Executive, such as, by way of example only, restricted stock or performance share awards, shall not be fully vested or shall require additional service as an employee at the time of the termination of Executive's employment, Executive shall be credited with additional service through the end of the Term for such purpose. (vi) During the Salary Continuation Period period of eighteen (18) months following Executive's termination of employment (or Severance Period, the Executive such other period as shall be under no obligation to mitigate prescribed by the costs to then applicable COBRA law) (the Company of the salary "continuation or severance payments, and, no compensation that the Executive may receive from another employer during the salary continuation or severance period shall be offset against amounts owed to Executive hereunder. Notwithstanding the foregoing, in order to be entitled to the payments under paragraphs 9(c) and (dperiod"), Executive shall be required continue to execute receive such individual and/or family health benefits coverage as he was receiving at the time of termination of employment, with Bank and deliver Executive paying the same portion of the cost of such coverage as existed at the time of Executive's termination, for so long during the continuation period as Executive elects to continue coverage and pays his portion of the costs of coverage. (vii) To the extent that Bank maintains life insurance for the benefit of Executive at the time of Executive's termination of employment, Executive shall have the right to convert such policy to an individually owned term life policy (to the extent permitted under the governing contracts) and not revokeBank will pay an annual amount of up to one hundred fifty percent (150%) of the amount of the average annual premium paid for such life insurance on behalf of Executive over the three (3) fiscal years of Bank preceding termination of employment to continue up to the same amount of coverage on a release term basis for the remainder of all employment related claims against Executive's Term. Executive shall have the Company right to pay any additional premium amount to maintain the full amount of insurance in effect or elect to receive lesser coverage for the same premium. Executive shall also have the right to decline any continued insurance coverage, in which event Bank will pay to Executive in a form attached hereto single sum an amount equal to the discounted present value of the cost of continued coverage as Exhibit A.aforesaid. (viii) Bank shall not be obligated to continue any disability or disability income insurance on behalf of Executive following the date of Executive's termination of employment. To the extent permitted under any contracts, programs or policies of such nature in effect at the time of such termination, Executive may continue at his sole cost and expense coverage thereunder for a period of up to eighteen (18) months. (ix) During the balance of the Term, Executive shall continue to receive such perquisites, other than those specified in the preceding subparagraphs above, as he was receiving at the time of termination of employment with, to the extent applicable, the same cost sharing with Bank as was in effect immediately prior to Executive's termination of employment. (x) If Executive's termination is after a Change- in-Control, Bank shall reimburse Executive for the amount of any reasonable legal fees and expenses incurred by Executive in any successful action (whether or not arbitration or litigation shall be involved) to obtain or enforce any right or benefit provided to Executive by Bank hereunder or as confirmed or acknowledged hereunder.

Payment Upon Termination. (a) If this Employment Agreement is terminated pursuant to paragraph 8(i) above, the Executive shall receive disability pay from the date Upon termination of such termination until the second anniversary of the Effective Date at the rate of 50% of the Base Salary, reduced by applicable payroll taxes and further reduced by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of salary. (b) If the Employment Agreement is terminated pursuant to paragraph 8(ii) or 8(v) above, the Executive shall receive no salary continuation pay or severance pay. (c) If this Employment Agreement is terminated pursuant to paragraph 8(iii) or 8(iv) above, or as a result of the Executive having terminated this Employment Agreement following a Material Demotion, the Executive shall receive salary continuation pay for the remainder of the contractual term, but not in any event for less than twenty-four months from the date of such termination (“Salary Continuation Period”), equal to the ExecutiveEmployee’s most recent annual salary plus his target bonus (as determined under the bonus plan last in effect for the Executive). In additionemployment, the Company shall pay to Employee within 10 days after termination an amount equal to the premiums necessary to continue Executivesum of (1) Employee’s group health coverage for the Base Salary Continuation Period under the applicable provisions accrued, but unpaid, as of the Consolidated Omnibus Budget Reconciliation Act date of termination; and (“COBRA”), provided Executive elects 2) un-reimbursed expenses accrued to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that the date of termination. The Company shall also pay to Employee three (3) months salary. The additional three (3) months salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically over a three (3) month period in accordance with the Company’s standard payroll practices and be subject to the Executive as provided usual required withholdings; however, in paragraph 5(ano event shall amounts be paid later than two and one-half (2½) for the payment of the Base Salary. (d) If the Company shall decide not to renew this Employment Agreement, the Executive shall receive severance pay, for a period of twenty-four months following the date of expiration close of the then current year in which the Employee terminates employment. If payment is scheduled to extend beyond two and one-half (2½) months following the close of the year in which Employee’s termination occurs, the Company will accelerate such payment so as to exempt the payment as a short-term deferral in accordance with Internal Revenue Code Section 409A and corresponding treasury regulations. b) Upon termination of employment for any reason whatsoever, the Company will provide the Company’s stock transfer agent with letters allowing employee to remove the restrictive legend from the 186,100 common shares held by Employee. Said letter shall be issued concurrent with the termination date and deem the effective date to be 90 days after the termination date, or no later than concurrent with filing the Company’s Form 10-Q, if termination occurs within the period from May 30 to January 15, and concurrent with the filing of the Company’s Form 10-K, if termination occurs between January 15 and May 29. c) Upon termination of employment for any reason whatsoever, if Employee elects COBRA coverage, Employee shall continue to receive following Employee’s Date of Termination the medical, prescription drug, dental and/or health care flexible spending account coverage Employee had in place before Employee’s Date of Termination (“Severance Pay”or generally comparable coverage) pursuant to Employee’s COBRA elections. This coverage will be for Employee and, where applicable, Employee’s spouse or domestic partner and dependents, under similar rights afforded to employees of the Company generally. During the remainder of the Initial Term or Renewal Term (as applicable) the Company will reimburse the Employee for the costs of COBRA to the extent and in the amount the Company would have paid for the Employee’s medical, prescription drug, dental and/or health care flexible spending account coverage (or generally comparable coverage) were the Employee still employed. After the end of Initial Term or Renewal Term (as applicable), equal to the Executive’s most recent annual salary (excluding Employee shall bear the full costs of any and all executive bonus plan amounts). Such severance payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take any legal action against the Company related to said non-renewal and termination of employmentCOBRA coverage. (e) During the Salary Continuation Period or Severance Period, the Executive shall be under no obligation to mitigate the costs to the Company of the salary continuation or severance payments, and, no compensation that the Executive may receive from another employer during the salary continuation or severance period shall be offset against amounts owed to Executive hereunder. Notwithstanding the foregoing, in order to be entitled to the payments under paragraphs 9(c) and (d), Executive shall be required to execute and deliver (and not revoke) a release of all employment related claims against the Company in a form attached hereto as Exhibit A.

Payment Upon Termination. (a) If In the event this Employment Agreement is terminated pursuant for any reason (including termination for Good Reason by EMPLOYEE), EMPLOYEE shall be entitled to paragraph 8(i) above, the Executive shall receive disability pay from all accrued but unpaid base salary and any manner of bonus compensation earned by EMPLOYEE as of the date of termination (all such termination until bonus amounts shall be earned on a pro-rata basis for the second anniversary portion of the Effective Date at the rate of 50% of the Base Salary, reduced by applicable payroll taxes and further reduced by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall be paid periodically year that EMPLOYEE is employed prior to the Executive as provided in paragraph 5(a) for the payment of salary. (b) If the Employment Agreement is terminated pursuant to paragraph 8(ii) or 8(v) above, the Executive shall receive no salary continuation pay or severance pay. (c) If this Employment Agreement is terminated pursuant to paragraph 8(iii) or 8(iv) above, or as a result of the Executive having terminated this Employment Agreement following a Material Demotion, the Executive shall receive salary continuation pay for the remainder of the contractual term, but not in any event for less than twenty-four months from the date of such termination (“Salary Continuation Period”), equal to the Executive’s most recent annual salary plus his target bonus (as determined under the bonus plan last in effect for the Executivetermination). In addition, the Company shall pay the premiums necessary to continue Executive’s group health coverage if FMC terminates this Agreement for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”any reason, other than a reason set forth in Section 5(a) or 5(b), provided Executive elects or if EMPLOYEE terminates this Agreement pursuant to continue Section 5(c) (i)-(iv), EMPLOYEE shall also receive (i) salary and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. (d) If the Company shall decide not to renew this Employment Agreement, the Executive shall receive severance pay, for a period of twenty-four months two (2) years following termination of employment; (ii) vesting of any unvested Existing Options and any Future Options as of the date of expiration of termination (together with any previously vested options, the then current term (“Severance Pay”"Vested Options"), equal and (iii) payout of any accrued vacation/PTO time. EMPLOYEE shall have three (3) years from any such termination to exercise the Executive’s most recent annual salary Vested Options. Should he fail to exercise these options, they will be forfeited at the end of that three (excluding any and all executive bonus plan amounts3) year period. Additionally, Ben Xxxxx, xx his successor, will use his best efforts to recommend that EMPLOYEE be granted up to ten (10) years from the date of grant to exercise the Vested Options. If EMPLOYEE terminates this Agreement pursuant to Section 5(c)(v). Such severance payments (less applicable payroll taxes) , EMPLOYEE shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take any legal action against the Company related to said non-renewal and termination of employment. (e) During the Salary Continuation Period or Severance Period, the Executive shall be under no obligation to mitigate the costs to the Company of the salary continuation or severance payments, and, no compensation that the Executive may receive from another employer during the salary continuation or severance period shall be offset against amounts owed to Executive hereunder. Notwithstanding the foregoing, in order to be entitled to all of the payments under paragraphs 9(c) compensation, benefits and (drights referenced in this Section 5(d), Executive except that he shall be required entitled to execute salary and deliver benefits continuation for a period of one (1) year on a guaranteed basis and salary and benefits continuation for up to but not revoketo exceed one (1) additional year or until EMPLOYEE finds full-time employment provided EMPLOYEE continues to make good faith effort to do so. If EMPLOYER terminates this Agreement pursuant to Section 5(b), EMPLOYEE shall be entitled to salary and benefits continuation for a release period not to exceed one and one half (1 1/2 ) years beginning on the 181st day of all employment related claims against the Company in disability. EMPLOYEE may elect to receive salary continuation as a form attached hereto as Exhibit A.lump sum payment and to forego benefits.

Payment Upon Termination. (a) If this Employment Agreement the employment of the Executive is terminated pursuant to paragraph 8(isubsections (i) aboveor (iii) of Section 7(a), the Executive shall receive disability Company will pay from the date of such termination until the second anniversary of the Effective Date at the rate of 50% of the Base Salary, reduced by applicable payroll taxes and further reduced by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall be paid periodically to the Executive as provided in paragraph 5(aExecutive, within 30 calendar days, any base salary and reimbursable expenses pursuant to Section 4(a) for and Section 4(d) which are accrued but unpaid through the payment of salaryTermination Date. (b) If the Employment Agreement employment of the Executive is terminated pursuant to paragraph 8(iisubsections (ii), (iv) or 8(v(v) aboveof Section 7(a) prior to a Change in Control, the Company will pay the Executive, subject to the Executive's compliance in all material respects with his post-termination obligations under Section 6, (i) within 30 calendar days, any base salary and reimbursable expenses which are accrued and unpaid through such date, (ii) commencing one month after the month of his Termination Date, 24 monthly payments each equal to 1/24 of a sum equal to twice his annual base salary then in effect pursuant to Section 4 and (iii) commencing one month after the month of his Termination Date, 24 monthly payments each equal to 1/24 of a sum equal to two times the greater of (x) the Minimum Bonus or (y) the average Annual Bonus Compensation payable to the Executive in respect of the two fiscal years immediately preceding the year in which the Executive's employment with the Company terminates (with any such year for which no bonus was payable included in such two year average as a zero). In addition, in the event of any such termination, subject to the Executive's compliance in all material respects with his post-termination obligations under Section 6, the Company agrees that (x) the Company stock options previously granted to Executive will continue to vest according to their terms within such next 24 months (beginning with the month following the month in which the Termination Date occurs, after which time the unvested remainder will lapse) and such vested options may be exercised within the remaining term of such options as provided in the respective option agreements, and (y) the Company shall receive no salary continuation continue in effect for Executive, for a period of 24 months after the date of any such termination, the life insurance benefits, medical benefits and dental benefits, the disability plan, the tax preparation and investment advisory services and any other employee benefits made generally available to senior executives of the Company on and after the date hereof through the end of the 24-month post-termination period, subject to such employee contributions and other terms and conditions as are applicable to active employees generally and subject to subsequent modification or termination of such plans to the extent such subsequent actions are also applicable to active employees generally; provided that such plan benefits shall terminate earlier on the date, if any, that comparable benefits are made available to the Executive by any new employer. To the degree that any of the above employee benefit programs are not available to Executive on account of his status as a non-employee after termination of employment, the Company shall provide for economically equivalent programs during the 24-month period or pay to executive a lump sum cash amount designed to allow him to obtain economically equivalent benefits or severance payput him in the same economic position on an after tax basis. (c) If this Employment Agreement is terminated pursuant to paragraph 8(iii) or 8(iv) above, or as a result the employment of the Executive having is terminated this Employment Agreement following on or after a Material DemotionChange in Control pursuant to subsections (ii), (iv), (v) or (vi) of Section 7(a), the Executive shall receive salary the same payments, additional option vesting and benefits continuation pay for described in Section 8(b) hereof, except that the remainder monthly payments described in clauses (ii) and (iii) of the contractual term, but not in any event for less than twenty-four months from the date first sentence of such termination (“Salary Continuation Period”), equal to the Executive’s most recent annual salary plus his target bonus (as determined under the bonus plan last in effect for the Executive). In addition, the Company shall pay the premiums necessary to continue Executive’s group health coverage for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxesSection 8(b) shall be aggregated and paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salarya single lump sum without any discount to reflect present value. (d) If the Company shall decide not to renew this Employment Agreement, employment of the Executive shall receive severance pay, for a period of twenty-four months following the date of expiration of the then current term is terminated pursuant to subsections (“Severance Pay”ii), equal to the Executive’s most recent annual salary (excluding any and iv), (v) or (vi) of Section 7(a), all executive bonus plan amounts). Such severance payments Performance Accelerated Stock Options (less applicable payroll taxes"PASOs") shall be paid periodically to held by the Executive as provided on the Termination Date will become vested and immediately exercisable on such Termination Date and shall otherwise remain exercisable for their term in paragraph 5(a) for accordance with the payment of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take any legal action against the Company related to said non-renewal and termination of employmentterms thereof. (e) During If the Salary Continuation Period employment of the Executive is terminated pursuant to subsections (iv) or Severance Period(v) at any time prior to a Change in Control or for any reason after a Change in Control, then without further action by the Company, the Board or any committee thereof, the Executive shall be under no obligation may exercise any vested stock options (including vested PASOs) held by the Executive pursuant to mitigate existing procedures approved by the costs Stock Option Committee for cashless exercise, by surrendering previously owned shares, electing to have the Company withhold shares otherwise deliverable upon exercise of such options, or by providing an irrevocable direction to a broker to sell shares and deliver all or a portion of the proceeds to the Company of the salary continuation or severance payments, and, no compensation that the Executive may receive from another employer during the salary continuation or severance period shall be offset against amounts owed to Executive hereunder. Notwithstanding the foregoingCompany, in order to be entitled any case in an amount equal to the payments under paragraphs 9(c) aggregate exercise price and (d), Executive shall be required any tax withholding obligation attendant to execute and deliver (and not revoke) a release of all employment related claims against the Company in a form attached hereto as Exhibit A.exercise.

Payment Upon Termination. (a) If this Employment Agreement Employee's employment is terminated pursuant to paragraph 8(i) aboveby Company for Cause, as defined in Paragraph 1(a), the Executive obligations of Company under this Agreement shall cease and Employee shall forfeit all right to receive disability pay from any compensation or other benefits under this Agreement except only compensation or benefits accrued or earned and vested (if applicable) by Employee as of the date of such termination until termination, including base salary through the second anniversary date of termination, benefits payable under the terms of any qualified or nonqualified retirement plans or deferred compensation plans maintained by Company, any accrued vacation pay as of the Effective Date at the rate date of 50% of the Base Salary, reduced termination not yet paid by applicable payroll taxes Company and further reduced by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall benefits required to be paid periodically by law such as continued health care coverage pursuant to the Executive as provided in paragraph 5(aConsolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") for (collectively, the payment of salary"Accrued Obligations"). (b) If Employee shall voluntarily terminate Employee's employment during the Employment Agreement is terminated pursuant to paragraph 8(ii) or 8(v) aboveTerm, other than for Good Reason, as defined in Paragraph 1(e), the Executive obligations of Company under this Agreement shall cease and Employee shall forfeit all right to receive no salary continuation pay any compensation or severance payother benefits under this Agreement except only the Accrued Obligations. (c) If this Employment Agreement is terminated pursuant In the event of the death of Employee during the Term, then, in addition to paragraph 8(iiithe Accrued Obligations and any other benefits which may be payable by Company in respect of the death of Employee, the base salary then payable hereunder shall continue to be paid at the then current rate for a period of six (6) or 8(iv) abovemonths after such death to such beneficiary as shall have been designated in writing by Employee, or as a result of the Executive having terminated this Employment Agreement following a Material Demotionif no effective designation exists, the Executive shall receive salary continuation pay for the remainder of the contractual term, but not in any event for less than twenty-four months from the date of such termination (“Salary Continuation Period”), equal then to the Executive’s most recent annual salary plus his target bonus (as determined under the bonus plan last in effect for the Executive). In addition, the Company shall pay the premiums necessary to continue Executive’s group health coverage for the Salary Continuation Period under the applicable provisions estate of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base SalaryEmployee. (d) If the Company shall decide not to renew this Employment AgreementEmployee's employment is terminated by reason of Employee's attainment of age sixty-five (65), the Executive obligations of Company under this Agreement shall cease and Employee shall forfeit all right to receive severance pay, for a period of twenty-four months following any compensation or other benefits under this Agreement except only the date of expiration of the then current term (“Severance Pay”), equal to the Executive’s most recent annual salary (excluding any and all executive bonus plan amounts). Such severance payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take any legal action against the Company related to said non-renewal and termination of employmentAccrued Obligations. (e) During If Employee's employment is terminated by Company during the Salary Continuation Period Term for any reason other than for Cause, or Severance PeriodEmployee's death, or Employee's attainment of age sixty-five (65), or if Employee's employment is terminated during the Term by reason of Employee's Disability, or if Employee shall voluntarily terminate Employee's employment during the Term for Good Reason, Employee shall be entitled to receive, and Company shall be obligated to pay and provide Employee, the Executive shall be under no obligation to mitigate the costs to the Company following amounts: (i) An amount in consideration of the salary continuation or severance paymentscovenants by Employee set forth in Paragraphs 8 and 9 below to be determined by independent certified public accounting firm selected and retained by Company to be the reasonable value of said covenants as of the date of termination of Employee's employment, andbut in no event shall such amount be greater than the aggregate value of the benefits provided in subparagraphs (e)(ii), no compensation that the Executive may receive from another employer during the salary continuation or severance period (iii), (iv), (v), (vii), (viii), (ix) and (xi) hereinbelow. The benefits otherwise payable to Employee pursuant to said subparagraphs shall be offset against amounts owed by the amount, if any, payable to Executive hereunderEmployee in respect of the covenants by Employee set forth in Paragraphs 8 and 9 below. Notwithstanding the foregoing, if any benefit otherwise payable to Employee pursuant to said subparagraphs would be offset by the amount payable to Employee in order respect of the covenants set forth in Paragraphs 8 and 9 below, Employee may elect to receive such benefit, but the amount payable to Employee in respect of the covenants by Employee set forth in Paragraphs 8 and 9 below shall be reduced by the value of such benefit. Said amount paid in consideration of the covenants by Employee set forth in Paragraphs 8 and 9 below shall be paid in cash in a lump sum in the month next following Employee's date of termination of employment and shall be treated as a supplemental wage payment under applicable Treasury Regulations subject to federal tax withholding at the flat percentage rate applicable thereto. (ii) An amount equal to three (3) times the base salary of Employee, at the rate in effect immediately prior to the date of termination, plus an amount equal to three (3) times the target percentage of the midpoint of Employee's salary grade under the Company's Officers Incentive Program for the year in which termination occurs if the employee is a participant in such plan at the time of the Change-in-Control. There shall be subtracted from the aggregate amount determined in accordance with the immediately preceding sentence the amount, if any, payable to Employee under any then effective severance pay plan of Company. Such resulting amount shall be payable in equal installments over the three (3)-year period commencing on the date of termination of employment in accordance with the normal payroll practices of Company or, at Company's option, the entire amount determined without any discount shall be paid in cash in a lump sum in the month next following Employee's date of termination of employment and shall be treated as a supplemental wage payment under applicable Treasury Regulations subject to federal tax withholding at the flat percentage rate applicable thereto. (iii) An amount equal to the aggregate amounts that Company would have contributed on behalf of Employee under Company's qualified defined contribution retirement plan(s), if any such plan(s) shall be in effect (other than amounts attributable to Employee's before-tax contributions to such plan(s)) plus estimated earnings thereon had Employee continued in the employ of Company for the three (3)-year period commencing on the date of termination and made contributions under said plan(s) at a rate, as a percentage of salary, equal to the rate at which Employee had made contributions to said plan(s) in the plan year immediately preceding Employee's termination, to be entitled payable in a lump sum to Employee within thirty (30) days after the expiration of the non-competition period specified in Paragraph 9(a) of this Agreement, provided that Employee shall not have breached said non-competition provisions. (iv) An amount equal to the payments difference between: (A) benefits which would have been payable to Employee under paragraphs 9(c) any deferred compensation agreement between Company and Employee, if any such agreement shall be in effect, had Employee continued in the employ of Company for the three (3)-year period commencing on the date of termination, received compensation at least equal to that specified in Paragraph 4 of this Agreement during such time, and deferred pursuant to said deferred compensation agreement the amount of compensation specified therein; and (d), Executive shall B) the benefits actually payable to Employee under such deferred compensation agreement; such amount to be required to execute and deliver (and not revoke) a release of all employment related claims against the Company payable in a form attached hereto as Exhibit A.lump sum to Employee within thirty

Payment Upon Termination. (a) If this Employment Agreement Executive's employment is terminated pursuant to paragraph 8(i) aboveby Company for Cause, as defined in Paragraph 1(a), the obligations of Company under this Agreement shall cease and Executive shall forfeit all right to receive disability pay from any compensation or other benefits under this Agreement except only compensation or benefits accrued or earned and vested (if applicable) by Executive as of the date of such termination until termination, including base salary through the second anniversary date of termination, benefits payable under the terms of any qualified or nonqualified retirement plans or deferred compensation plans maintained by Company, any accrued vacation pay as of the Effective Date at the rate date of 50% of the Base Salary, reduced termination not yet paid by applicable payroll taxes Company and further reduced by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall benefits required to be paid periodically by law such as continued health care coverage pursuant to the Executive as provided in paragraph 5(aConsolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") for (collectively, the payment of salary"Accrued Obligations"). (b) If Executive shall voluntarily terminate Executive's employment during the Employment Agreement is terminated pursuant to paragraph 8(ii) or 8(v) aboveTerm other than for Good Reason, as defined in Paragraph 1(e), the obligations of Company under this Agreement shall cease and Executive shall forfeit all right to receive no salary continuation pay any compensation or severance pay.other benefits under this Agreement except only the Accrued Obligations. 99 (c) If this Employment Agreement is terminated pursuant In the event of the death of Executive during the Term, then, in addition to paragraph 8(iiithe Accrued Obligations and any other benefits which may be payable by Company in respect of the death of Executive, the base salary then payable hereunder shall continue to be paid at the then current rate for a period of six (6) or 8(iv) abovemonths after such death to such beneficiary as shall have been designated in writing by Executive, or as a result of the Executive having terminated this Employment Agreement following a Material Demotionif no effective designation exists, the Executive shall receive salary continuation pay for the remainder of the contractual term, but not in any event for less than twenty-four months from the date of such termination (“Salary Continuation Period”), equal then to the estate of Executive’s most recent annual salary plus his target bonus (as determined under the bonus plan last in effect for the Executive). In addition, the Company shall pay the premiums necessary to continue Executive’s group health coverage for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. (d) If the Company shall decide not to renew this Employment AgreementExecutive's employment is terminated by reason of Executive's attainment of age sixty-five (65), the obligations of Company under this Agreement shall cease and Executive shall forfeit all right to receive severance pay, for a period of twenty-four months following any compensation or other benefits under this Agreement except only the date of expiration of the then current term (“Severance Pay”), equal to the Executive’s most recent annual salary (excluding any and all executive bonus plan amounts). Such severance payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take any legal action against the Company related to said non-renewal and termination of employmentAccrued Obligations. (e) During If Executive's employment is terminated by Company during the Salary Continuation Period Term for any reason other than for Cause, or Severance PeriodExecutive's death, or Executive's attainment of age sixty-five (65), or if Executive's employment is terminated during the Term by reason of Executive's Disability, or if Executive shall be under no obligation to mitigate the costs to the Company of the salary continuation or severance payments, and, no compensation that the Executive may receive from another employer voluntarily terminate Executive's employment during the salary continuation or severance period shall be offset against amounts owed to Executive hereunder. Notwithstanding the foregoing, in order to be entitled to the payments under paragraphs 9(c) and (d)Term for Good Reason, Executive shall be required entitled to execute receive, and deliver Company shall be obligated to pay and provide Executive, the following amounts: (i) An amount in consideration of the covenants by Executive set forth in Paragraphs 8 and not revoke) a release 9 below to be determined by an independent certified public accounting firm selected by Executive and retained by Company to be the reasonable value of all employment related claims against said covenants as of the Company date of termination of Executive's employment. Said amount shall be paid in cash in a form attached hereto lump sum in the month next following Executive's date of termination of employment and shall be treated as Exhibit A.a supplemental wage payment under applicable Treasury Regulations subject to federal tax withholding at the flat percentage rate applicable thereto. (ii) An amount equal to three (3) times the base salary of Executive, at the rate in effect immediately prior to the date of termination, plus an amount equal to three (3) times the bonus paid or payable with respect to the fiscal year immediately preceding the date of termination or, if higher, three (3) times the average bonus payable to Executive in respect of the three (3) full fiscal years immediately preceding the Effective Date. There shall be subtracted from the aggregate amount determined in accordance with the immediately preceding sentence the amount payable to Executive pursuant to subparagraph (e)(i) above in respect of the covenants by Executive set forth in Paragraphs 8 and 9 below and the amount, if any, payable to Executive under any then effective severance pay plan of Company. Such resulting amount shall be payable in equal installments over the three (3)-year period commencing on the date of termination of employment in accordance with the normal payroll practices of Company or, at Company's option, the entire amount (determined without any discount) shall be paid in cash in a lump sum in the month next following Executive's date of termination of employment and shall be treated as a supplemental wage payment under applicable Treasury Regulations subject to federal tax withholding at the flat percentage rate applicable thereto. 100 (iii) An amount equal to the aggregate amounts that Company would have contributed on behalf of Executive under Company's qualified defined contribution retirement plan(s), if any such plan(s) shall be in effect (other than amounts attributable to Executive's before-tax contributions to such plan(s)) plus estimated earnings thereon had Executive continued in the employ of Company for the three (3)-year period commencing on the date of termination and made contributions under said plan(s) at a rate, as a percentage of salary, equal to the rate at which Executive had made contributions to said plan(s) in the plan year immediately preceding Executive's termination, to be payable in a lump sum to Executive within thirty (30) days after the expiration of the non-competition period specified in Paragraph 9(a) of this Agreement, provided that Executive shall not have breached said non-competition provisions.

Payment Upon Termination. (a) If this Employment Agreement is terminated pursuant to paragraph 8(i) above, the Executive shall receive disability pay from the date of such Upon termination until the second anniversary of the Effective Date at the rate of 50% of the Base Salary, reduced by applicable payroll taxes and further reduced by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall be paid periodically to the Executive as provided in paragraph 5(a) Employment Term for the payment of salary. (b) If the Employment Agreement is terminated pursuant to paragraph 8(ii) or 8(v) above, the Executive shall receive no salary continuation pay or severance pay. (c) If this Employment Agreement is terminated pursuant to paragraph 8(iii) or 8(iv) aboveCause, or as a result of the Executive having terminated this Employment Agreement following a Material Demotiontermination pursuant to Section 3.1(e), the Executive shall be entitled to receive salary continuation pay the compensation under Section 2.1 owed to Executive but unpaid for performance rendered under this Agreement as of the date of termination and any additional compensation he may be entitled to receive under the terms of any employee benefit plan offered by the Company. (b) Upon termination of the Employment Term by the death of Executive, Executive's estate shall be entitled to receive (i) the compensation under Section 2.1 owed to Executive but unpaid for performance rendered under this Agreement as of the date of death; and (ii) a lump sum equal to Executive's pro-rata share (based on days worked before death) of the bonus to which he would have been entitled under Section 2.2 if he had been an employee on the date bonuses for the remainder of then-current fiscal year were distributed. In addition to the contractual termforegoing, but not in any event for less than twenty-four months from upon such termination (i) the Company shall cause acceleration to the date of such termination of the exercisability of that portion of the Options that, but for such termination, would have vested within twenty-four (“Salary Continuation Period”)24) months following such termination, equal to the Executive’s most recent annual salary plus his target bonus and (as determined under the bonus plan last in effect for the Executive). In addition, ii) the Company shall continue to provide and pay the for all health, hospitalization and long-term care insurance premiums necessary to continue provide Executive’s 's dependent family members, if any, with coverage under the Company's group health coverage for insurance program, on the Salary Continuation Period under the applicable provisions same terms and conditions as offered to other executives of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that Company throughout the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach period of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. (d) If the Company shall decide not to renew this Employment Agreement, the Executive shall receive severance paycoverage, for a period of twenty-four (24) months following from and after the date of Executive's termination of employment. From and after the expiration of the then current term such twenty-four (“Severance Pay”)24) month period, equal all applicable laws shall continue to the Executive’s most recent annual salary (excluding apply to any and all executive bonus plan amounts)person's or persons' rights to continue such benefits. Such severance payments (less applicable payroll taxesPayments pursuant to this Section 3.2(b) shall be paid periodically in addition to any insurance proceeds that may be payable to Executive's estate or beneficiaries. (c) In the event that during the Employment Term Executive becomes Disabled (as provided defined in paragraph 5(aSection 3.1(b)) and the Company thereafter terminates Executive's employment during the continuation of such disability, Executive shall be entitled to receive (i) the compensation under Section 2.1 owed to Executive but unpaid for performance rendered under this Agreement as of the date of termination; (ii) a lump sum equal to Executive's pro rata share (based on days worked before he became disabled) of the bonus to which he would have been entitled under Section 2.2 if he had been an employee on the date bonuses for the payment then-current fiscal year were distributed; and (iii) continuation of Executive's Base Compensation as of the Base Salary. The Executive hereby agrees to make date of termination of the Employment Term for a smooth transition period of responsibilities during that ninety (90) day period days following the termination of the Employment Term, which shall be paid as and when salary payments would otherwise be made under Section 2 of this Agreement. In addition to the Executive further agrees not to take any legal action against foregoing, upon such termination of employment (i) the Company related shall cause acceleration to said nonthe date of such termination of the exercisability of that portion or the Options that, but for such termination, would have vested within twenty-renewal four (24) months following such termination; and (ii) the Company shall continue to provide and to pay for all health, hospitalization and long-term care insurance premiums necessary to provide Executive and his dependent family members, if any, with coverage under the Company’s group health insurance program, on the same terms and conditions as offered to other executives of the Company throughout the period of coverage, for a period of twenty-four (24) months from after the date of Executive’s termination of employment. From and after the expiration of such twenty-four (24) month period, all applicable laws shall continue to apply to any person’s or person’ rights to continue such benefits. Payments pursuant to this Section 3.2 (c) shall be in addition to any disability insurance payments that may be payable to Executive. (d) In the event that the Company terminates Executive's employment for any reason other than those set forth in subsections 3.1 (a), (b) or (c) above, except upon expiration of the Employment Term, or unless the provisions of Section 3.2(e) apply, Executive shall be entitled to receive the compensation under Section 2.1 owed to Executive but unpaid for performance rendered under this Agreement as of the date of termination, and the Company will be obligated to pay Executive his Base Compensation, as of the date of termination, from the date of such termination for a period of eighteen (18) months. Executive shall also be entitled to receive his pro-rata share (based on days worked before termination) of the bonus to which he would have been entitled under Section 2.2 if he had been an employee on the date bonuses for the then-current fiscal year were distributed. Such payments of salary and bonus shall be made over an eighteen (18) month period as and when salary and bonuses would otherwise be payable under Section 2 of this Agreement. In addition to the foregoing, upon such termination of employment, (i) the Company shall cause acceleration to the date of such termination of the exercisability of that portion of the Options that, but for such termination, would have vested within twenty-four (24) months following such termination , and (ii) the Company shall continue to provide and to pay for all health, hospitalization and long-term care insurance premiums necessary to provide Executive and Executive’s dependant family members, if any, with coverage under the Company’s group health insurance program , on the same terms and conditions as offered to other executives of the Company throughout the period of coverage, for a period of twelve (12) months from and after the date of Executive’s termination of employment. From and after the expiration of such twelve (12) month period, all applicable laws shall continue to apply to any person’s or persons’ rights to continue such benefits. (e) During In the Salary Continuation Period event that (i) during the Employment Term a "Change in Control" shall occur and (ii) within eighteen (18) months following such Change in Control the Company substantially reduces Executive's scope of responsibility, moves the Company's headquarter offices away from the Metropolitan Atlanta area or Severance Periodterminates Executive's employment for any reason other than those set forth in subsections (a), (b) or (c) above then, in lieu of the amounts payable pursuant to Section 3.2(d), Executive shall be entitled to receive (i) the compensation under no obligation Section 2.1 owed to mitigate Executive but unpaid for performance rendered under this Agreement as of the costs date of termination of such employment; (ii) a lump sum equal to the average of the bonus paid to Executive with respect to each of the two fiscal years of the Company prior to the year in which the termination occurs; (iii) an amount equal to three (3) times his annual Base Compensation as of the date of termination of such employment. The amount payable pursuant to clause (iii) of the immediately preceding sentence shall be payable in periodic amounts, each equal to the periodic Base Compensation payments being made to Executive immediately prior to the date of termination, payable on the dates that salary payments are normally made to executives of the Company or its successor. Notwithstanding the provisions of the immediately preceding sentence, in the event that the Company shall fail to make any payment of any amount payable pursuant to clause (iii) above, which failure is not cured within thirty (30) days following written notice to the Company of the salary continuation or severance paymentsfailure to make such payment, and, no compensation that then all remaining portions of the Executive may receive from another employer during total amount payable pursuant to clause (iii) shall thereupon be immediately due and payable without further notice to the salary continuation or severance period Company. All payments pursuant to this Section 3.2(e) other than those pursuant to clause (iii) shall be offset against amounts owed made within thirty (30) days following the termination of Executive's employment or the date upon which Executive's scope of responsibility is substantially reduced. In addition to Executive hereunder. Notwithstanding the foregoing, in order to be entitled upon such termination (i) the Company shall cause acceleration to the payments under paragraphs 9(cdate of such termination of the exercisability of that portion of the Options that, but for such termination, would have vested within twenty-four (24) months following such termination, and (d), Executive shall be required to execute and deliver (and not revokeii) a release of all employment related claims against the Company in shall continue to provide and pay for all health, hospitalization and long-term care insurance premiums necessary to provide Executive and Executive’s dependant family members, if any, with coverage under the Company’s group health insurance program, on the same terms and conditions as offered to other executives of the Company throughout the period of coverage, for a form attached hereto as Exhibit A.period of eighteen (18) months from and after the date of Executive’s termination of employment. From and after the expiration of such eighteen (18) month period, all applicable laws shall continue to apply to any person’s or persons’ rights to continue such benefits.

Payment Upon Termination. (a) If this Employment Agreement Executive's employment is terminated pursuant to paragraph 8(i) aboveby Company for Cause, as defined in Paragraph 1(a), the obligations of Company under this Agreement shall cease and Executive shall forfeit all right to receive disability pay from any compensation or other benefits under this Agreement except only compensation or benefits accrued or earned and vested (if applicable) by Executive as of the date of such termination until termination, including base salary through the second anniversary date of termination, benefits payable under the terms of any qualified or nonqualified retirement plans or deferred compensation plans maintained by Company, any accrued vacation pay as of the Effective Date at the rate date of 50% of the Base Salary, reduced termination not yet paid by applicable payroll taxes Company and further reduced by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall benefits required to be paid periodically by law such as continued health care coverage pursuant to the Executive as provided in paragraph 5(aConsolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") for (collectively, the payment of salary"Accrued Obligations"). (b) If Executive shall voluntarily terminate Executive's employment during the Employment Agreement is terminated pursuant to paragraph 8(ii) or 8(v) aboveTerm other than for Good Reason, as defined in Paragraph 1(e), the obligations of Company under this Agreement shall cease and Executive shall forfeit all right to receive no salary continuation pay any compensation or severance payother benefits under this Agreement except only the Accrued Obligations. (c) In the event of the death of Executive during the Term, then, in addition to the Accrued Obligations and any other benefits which may be payable by Company in respect of the death of Executive, the base salary then payable hereunder shall continue to be paid at the then current rate for a period of six (6) months after such death to such beneficiary as shall have been designated in writing by Executive, or if no effective designation exists, then to the estate of Executive. (d) If this Employment Agreement Executive's employment is terminated pursuant by reason of Executive's attainment of age sixty-five (65), the obligations of Company under this Agreement shall cease and Executive shall forfeit all right to paragraph 8(iiireceive any compensation or other benefits under this Agreement except only the Accrued Obligations. (e) or 8(iv) aboveIf Executive's employment is terminated by Company during the Term for any reason other than for Cause, or as a result Executive's death, or Executive's attainment of age sixty- 9 five (65), or if Executive's employment is terminated during the Term by reason of Executive's Disability, or if Executive shall voluntarily terminate Executive's employment during the Term for Good Reason, Executive shall be entitled to receive, and Company shall be obligated to pay and provide Executive, the following amounts: (i) An amount in consideration of the covenants by Executive having terminated this Employment Agreement following set forth in Paragraphs 8 and 9 below to be determined by a Material Demotion, nationally recognized independent certified public accounting firm selected and retained by Company to be the Executive shall receive salary continuation pay for the remainder reasonable value of the contractual term, but not in any event for less than twenty-four months from said covenants as of the date of termination of Executive's employment, but in no event shall such amount be greater than the aggregate value of the benefits provided in subparagraphs (e)(ii),(iii),(iv),(v),(vii),(viii),(ix) and (xi) hereinbelow. The benefits otherwise payable to Executive pursuant to said subparagraphs shall be offset by the amount, if any, payable to Executive in respect of the covenants by Executive set forth in Paragraph 8 and 9 below. Notwithstanding the foregoing, if any benefit otherwise payable to Executive pursuant to said subparagraphs would offset by the amount payable to Executive in respect of the covenants set forth in Paragraph 8 and 9 below, Executive may elect to receive such benefit, but the amount payable to Executive in respect of the covenants by Executive set forth in Paragraph 8 and 9 below shall be reduced by the value of such benefit. Said amount paid in consideration of the covenants by Executive set forth in Paragraphs 8 and 9 below shall be paid in cash in a lump sum in the month next following Executive's date of termination of employment and shall be treated as a supplemental wage payment under applicable Treasury Regulations subject to federal tax withholding at the flat percentage rate applicable thereto. (“Salary Continuation Period”ii) An amount equal to three (3) times the base salary of Executive, at the rate in effect immediately prior to the date of termination, plus an amount equal to three (3) times the target percentage of the midpoint of Executive's salary grade under the Company's Officers Incentive Program for the year in which termination occurs. There shall be subtracted from the aggregate amount determined in accordance with the immediately preceding sentence the amount, if any, payable to Executive under any then effective severance pay plan of Company. Such resulting amount shall be payable in equal installments over the three (3)-year period commencing on the date of termination of employment in accordance with the normal payroll practices of Company or, at Company's option, the entire amount (determined without any discount) shall be paid in cash in a lump sum in the month next following Executive's date of termination of employment and shall be treated as a supplemental wage payment under applicable Treasury Regulations subject to federal tax withholding at the flat percentage rate applicable thereto. (iii) An amount equal to the aggregate amounts that Company would have contributed on behalf of Executive under Company's qualified defined contribution retirement plan(s), if any such plan(s) shall be in effect (other than amounts attributable to Executive's before-tax contributions to such plan(s)) plus estimated earnings thereon had Executive continued in the employ of Company for the three (3)-year period commencing on the date of termination and made contributions under said plan(s) at a rate, as a percentage of salary, equal to the rate at which Executive had made contributions to said plan(s) in the plan year immediately preceding Executive’s 's termination, to be payable in a lump sum to Executive within 10 thirty (30) days after the expiration of the non-competition period specified in Paragraph 9(a) of this Agreement, provided that Executive shall not have breached said non-competition provisions. (iv) An amount equal to the difference between: (A) benefits which would have been payable to Executive under any deferred compensation agreement between Company and Executive, if any such agreement shall be in effect, had Executive continued in the employ of Company for the three (3)-year period commencing on the date of termination, received compensation at least equal to that specified in Paragraph 4 of this Agreement during such time, and deferred pursuant to said deferred compensation agreement the amount of compensation specified therein; and (B) the benefits actually payable to Executive under such deferred compensation agreement; such amount to be payable in a lump sum to Executive within thirty (30) days after the expiration of the non-competition period specified in Paragraph 9(a) of this Agreement, provided that Executive shall not have breached said non-competition provisions. (v) Additional retirement benefits equal to the difference between: (A) the annual pension benefits that would have been payable to Executive under Company's qualified defined benefit retirement plan (the "Plan") and under any nonqualified supplemental executive retirement plan covering Executive (the "Supplemental Plan"), if any such Plan or Supplemental Plan shall be in effect, if Executive had been continued in the employ of Company for the three (3)-year period commencing on the date of termination and had received compensation at least equal to that specified in Paragraph 4(a) of this Agreement during such time and had been fully vested in the benefits payable under any such Plan and Supplemental Plan; and (B) the annual benefits actually payable to Executive under any such Plan and Supplemental Plan. The discounted present value of such additional benefits, shall be payable to Executive in a lump sum, as calculated by the independent actuary for the Plan using the assumptions specified in the Plan, within thirty (30) days after the expiration of the non-competition period specified in Paragraph 9(a) of this Agreement, provided that Executive shall not have breached said non-competition provisions. (vi) At the date of termination of Executive's employment, Executive shall be fully vested in any form of compensation previously granted to Executive (other than benefits payable under a qualified retirement plan), such as, by way of example only, restricted stock, stock options, and performance share awards. (vii) If Executive's employment is terminated by reason of Executive's Disability, Executive shall be entitled to receive, in addition to the other benefits provided under this Paragraph 7(e), disability benefits at least equal to the most recent annual salary plus his target bonus favorable of those provided by Company or Parent to disabled employees in accordance with the most favorable plans, programs, practices and policies of Company or Parent in effect at any time during the ninety (90)-day period immediately preceding the Effective Date or, if more favorable to Executive, as determined in effect on the date of Executive's Disability with respect to other key employees of Company or Parent. 11 (viii) During the three (3)-year period commencing on the date of termination, or such longer period as any plan, program, practice or policy may provide, Executive shall continue to participate in all life, health, disability and similar welfare benefit plans and programs of Company to the extent that such continued participation is possible under the bonus general terms and provisions of such plans and programs, and Executive shall be credited with additional service attributable to the three (3)-year period commencing on the date of termination for purposes of determining eligibility to participate in any such plans or programs maintained by Company for retirees, with Company and Executive paying the same portion of the cost of each such plan last in effect for or program as existed at the time of Executive)'s termination. In additionthe event that Executive's continued participation (or commencement of participation for plans or programs for retirees) is not permitted, the then in lieu thereof, Company shall pay acquire, with the premiums necessary to continue Executive’s group health same cost sharing, individual insurance policies providing comparable coverage for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this periodExecutive; provided, however, that Company shall not be obligated to pay more than three (3) times Company's current cost for comparable group coverage. If any such individual coverage is unavailable, then Company shall pay to Executive annually for the salary continuation three (3)-year period commencing on the date of termination an amount equal to the sum of the average annual contributions, payments, bonus and other benefits described credits, or allocations made by Company for such coverage on Executive's behalf (or the average such contributions, payments, credits, or allocations for retirees, in this paragraph 9(cthe case of retiree coverage) shall cease if over the Executive shall, directly or indirectly, be in breach three (3) calendar years preceding the date of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment termination of the Base SalaryExecutive's employment. (dix) If During the Company shall decide not to renew this Employment Agreement, the Executive shall receive severance pay, for a three (3)-year period of twenty-four months following commencing on the date of expiration termination, Executive shall continue to receive such perquisites, other than those specified in the preceding subparagraphs above, as Executive was receiving at the date of the then current term (“Severance Pay”)termination of employment with, equal to the extent applicable, the same cost sharing with Company as was in effect immediately prior to Executive’s most recent annual salary (excluding any and all executive bonus plan amounts). Such severance payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take any legal action against the Company related to said non-renewal and 's termination of employment. (ex) During Company shall reimburse Executive for the Salary Continuation Period amount of any reasonable legal or Severance Periodaccounting fees and expenses incurred by Executive to obtain or enforce any right or benefit provided to Executive by Company hereunder or as confirmed or acknowledged hereunder. (xi) Company shall provide Executive with outplacement services from a firm selected by the Company for a period of one (1) year commencing on date of termination, the or until Executive accepts other employment, if earlier. Such outplacement services shall be under no obligation to mitigate the costs to the Company of the salary continuation or severance payments, and, no compensation that the Executive may receive from another employer during the salary continuation or severance period shall be offset against amounts owed to Executive hereunder. Notwithstanding the foregoing, reasonable and appropriate for an employee in order to be entitled to the payments under paragraphs 9(c) and (d), Executive shall be required to execute and deliver (and not revoke) a release of all employment related claims against the Company in a form attached hereto as Exhibit A.Executive's position.

Payment Upon Termination. If, within thirty (a30) If days after written notice of intent to terminate is given by the Company, Executive shall not have returned to the full time performance of his duties, Executive’s employment shall be terminated for “Disability,” in which event Executive shall not be entitled to receive severance benefits under this Employment Agreement is terminated and Executive shall be compensated pursuant to paragraph 8(ithe provisions of this Section 6 as follows: (i) above, the Executive shall be entitled to receive disability pay from the date payment of such termination until the second anniversary of the Effective Date all Accrued Obligations, (ii) Executive’s Base Salary shall continue at the rate of 50% of the Base Salary, reduced by applicable payroll taxes and further reduced by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall be paid periodically to the Executive level as provided in paragraph 5(aSection 3(a) for the payment a period of salary. twelve (b12) If the Employment Agreement is terminated pursuant to paragraph 8(ii) or 8(v) above, the Executive shall receive no salary continuation pay or severance pay. (c) If this Employment Agreement is terminated pursuant to paragraph 8(iii) or 8(iv) above, or as a result of the Executive having terminated this Employment Agreement following a Material Demotion, the Executive shall receive salary continuation pay for the remainder of the contractual term, but not in any event for less than twenty-four months from the date of such the Notice of Termination. All disability, life and medical insurance provided by the Company prior to termination shall continue for a period of twelve (“Salary Continuation Period”), equal to 12) months following the Executive’s most recent annual salary plus his target bonus (as determined under the bonus plan last in effect for the Executive)Termination Date. In addition, all outstanding stock options held by the Company Executive, whether vested or unvested, shall pay the premiums necessary to continue Executive’s group health coverage for the Salary Continuation Period under the applicable provisions become vested and exercisable as of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue Termination Date and remains eligible for those benefits under COBRA, shall remain exercisable until the earlier of the expiration of the original term of the stock option or three months following the Termination Date. All restricted stock units shall become vested and does not shares of Company common stock shall become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically deliverable to the Executive as provided in paragraph 5(aof the Termination Date. All bonuses that vested prior to or that will vest upon termination, together with that portion of any Target Bonus (whether or not vested) for the payment of the Base Salary. (d) If the Company shall decide not to renew this Employment Agreement, the Executive shall receive severance pay, for a period of twentythen-four months following the date of expiration of the then current term (“Severance Pay”), equal Fiscal Year prorated to the Executive’s most recent annual salary Termination Date (excluding any and all executive bonus plan amounts). Such severance payments (less based upon performance against target through the applicable payroll taxesmeasurement date) shall be paid periodically become payable to the Executive within ten business days following the Termination Date. Payments of Base Salary under this Section 6 shall be reduced by any disability payments provided Executive as provided in paragraph 5(aa result of any Company-sponsored disability plan providing benefits to Executive, if the payments to Executive hereunder and thereunder would exceed one hundred percent (100%) for the payment of the Executive’s Base Salary. The Executive’s employment shall not be terminable under this Section 6 if Executive hereby agrees to make is absent from his duties upon a smooth transition bona fide leave of responsibilities during that ninety (90) day period and the Executive further agrees not to take any legal action against absence granted by the Company related other than pursuant to said non-renewal and termination of employmentphysical or mental illness. (e) During the Salary Continuation Period or Severance Period, the Executive shall be under no obligation to mitigate the costs to the Company of the salary continuation or severance payments, and, no compensation that the Executive may receive from another employer during the salary continuation or severance period shall be offset against amounts owed to Executive hereunder. Notwithstanding the foregoing, in order to be entitled to the payments under paragraphs 9(c) and (d), Executive shall be required to execute and deliver (and not revoke) a release of all employment related claims against the Company in a form attached hereto as Exhibit A.

Payment Upon Termination. (a) If this Employment Agreement is terminated pursuant to paragraph 8(i) above, the Executive shall receive disability pay from the date of such Upon termination until the second anniversary of the Effective Date at the rate of 50% of the Base Salary, reduced by applicable payroll taxes and further reduced by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall be paid periodically to the Executive as provided in paragraph 5(a) Employment Term for the payment of salary. (b) If the Employment Agreement is terminated pursuant to paragraph 8(ii) or 8(v) above, the Executive shall receive no salary continuation pay or severance pay. (c) If this Employment Agreement is terminated pursuant to paragraph 8(iii) or 8(iv) aboveCause, or as a result of the Executive having terminated this Employment Agreement following a Material Demotiontermination pursuant to Section 3.1(e), the Executive shall be entitled to receive salary continuation pay the compensation under Section 2.1 owed to Executive but unpaid for performance rendered under this Agreement as of the date of termination and any additional compensation he may be entitled to receive under the terms of any employee benefit plan offered by the Company. (b) Upon termination of the Employment Term by the death of Executive, Executive's estate shall be entitled to receive (i) the compensation under Section 2.1 owed to Executive but unpaid for performance rendered under this Agreement as of the date of death; and (ii) a lump sum equal to Executive's pro-rata share (based on days worked before death) of the bonus to which he would have been entitled under Section 2.2 if he had been an employee on the date bonuses for the remainder of then-current fiscal year were distributed. In addition to the contractual termforegoing, but not in any event for less than twenty-four months from upon such termination (i) the Company shall cause acceleration to the date of such termination of the exercisability of that portion of the Options that, but for such termination, would have vested within twenty-four (“Salary Continuation Period”)24) months following such termination, equal to the Executive’s most recent annual salary plus his target bonus and (as determined under the bonus plan last in effect for the Executive). In addition, ii) the Company shall continue to provide and pay the for all health, hospitalization and long-term care insurance premiums necessary to continue provide Executive’s 's dependent family members, if any, with coverage under the Company's group health coverage for insurance program, on the Salary Continuation Period under the applicable provisions same terms and conditions as offered to other executives of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that Company throughout the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach period of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. (d) If the Company shall decide not to renew this Employment Agreement, the Executive shall receive severance paycoverage, for a period of twenty-four (24) months following from and after the date of Executive's termination of employment. From and after the expiration of the then current term such twenty-four (“Severance Pay”)24) month period, equal all applicable laws shall continue to the Executive’s most recent annual salary (excluding apply to any and all executive bonus plan amounts)person's or persons' rights to continue such benefits. Such severance payments (less applicable payroll taxesPayments pursuant to this Section 3.2(b) shall be paid periodically in addition to any insurance proceeds that may be payable to Executive's estate or beneficiaries. (c) In the event that during the Employment Term Executive becomes Disabled (as provided defined in paragraph 5(aSection 3.1(b)) and the Company thereafter terminates Executive's employment during the continuation of such disability, Executive shall be entitled to receive (i) the compensation under Section 2.1 owed to Executive but unpaid for performance rendered under this Agreement as of the date of termination; (ii) a lump sum equal to Executive's pro rata share (based on days worked before he became disabled) of the bonus to which he would have been entitled under Section 2.2 if he had been an employee on the date bonuses for the payment then-current fiscal year were distributed; and (iii) continuation of Executive's Base Compensation as of the Base Salary. The Executive hereby agrees to make date of termination of the Employment Term for a smooth transition period of responsibilities during that ninety (90) day period days following the termination of the Employment Term, which shall be paid as and when salary payments would otherwise be made under Section 2 of this Agreement. In addition to the Executive further agrees not to take any legal action against foregoing, upon such termination of employment (i) the Company related shall cause acceleration to said nonthe date of such termination of the exercisability of that portion or the Options that, but for such termination, would have vested within twenty-renewal four (24) months following such termination; and (ii) the Company shall continue to provide and to pay for all health, hospitalization and long-term care insurance premiums necessary to provide Executive and his dependent family members, if any, with coverage under the Company’s group health insurance program, on the same terms and conditions as offered to other executives of the Company throughout the period of coverage, for a period of twenty-four (24) months from after the date of Executive’s termination of employment. From and after the expiration of such twenty-four (24) month period, all applicable laws shall continue to apply to any person’s or person’ rights to continue such benefits. Payments pursuant to this Section 3.2 (c) shall be in addition to any disability insurance payments that may be payable to Executive. (d) In the event that the Company terminates Executive's employment for any reason other than those set forth in subsections 3.1 (a), (b) or (c) above, except upon expiration of the Employment Term, or unless the provisions of Section 3.2(e) apply, Executive shall be entitled to receive the compensation under Section 2.1 owed to Executive but unpaid for performance rendered under this Agreement as of the date of termination, and the Company will be obligated to pay Executive his Base Compensation, as of the date of termination, from the date of such termination for a period of twelve (12) months. Executive shall also be entitled to receive his pro-rata share (based on days worked before termination) of the bonus to which he would have been entitled under Section 2.2 if he had been an employee on the date bonuses for the then-current fiscal year were distributed. Such payments of salary and bonus shall be made over a twelve (12) month period as and when salary and bonuses would otherwise be payable under Section 2 of this Agreement. In addition to the foregoing, upon such termination of employment, (i) the Company shall cause acceleration to the date of such termination of the exercisability of that portion of the Options that, but for such termination, would have vested within twenty-four (24) months following such termination , and (ii) the Company shall continue to provide and to pay for all health, hospitalization and long-term care insurance premiums necessary to provide Executive and Executive’s dependant family members, if any, with coverage under the Company’s group health insurance program , on the same terms and conditions as offered to other executives of the Company throughout the period of coverage, for a period of twelve (12) months from and after the date of Executive’s termination of employment. From and after the expiration of such twelve (12) month period, all applicable laws shall continue to apply to any person’s or persons’ rights to continue such benefits. (e) During In the Salary Continuation Period event that (i) during the Employment Term a "Change in Control" shall occur and (ii) within eighteen (18) months following such Change in Control the Company substantially reduces Executive's scope of responsibility, moves the Company's headquarter offices away from the Metropolitan Atlanta area or Severance Periodterminates Executive's employment for any reason other than those set forth in subsections (a), (b) or (c) above then, in lieu of the amounts payable pursuant to Section 3.2(d), Executive shall be entitled to receive (i) the compensation under no obligation Section 2.1 owed to mitigate Executive but unpaid for performance rendered under this Agreement as of the costs date of termination of such employment; (ii) a lump sum equal to the average of the bonus paid to Executive with respect to each of the two fiscal years of the Company prior to the year in which the termination occurs; (iii) an amount equal to two (2) times his annual Base Compensation as of the date of termination of such employment. The amount payable pursuant to clause (iii) of the immediately preceding sentence shall be payable in periodic amounts, each equal to the periodic Base Compensation payments being made to Executive immediately prior to the date of termination, payable on the dates that salary payments are normally made to executives of the Company or its successor. Notwithstanding the provisions of the immediately preceding sentence, in the event that the Company shall fail to make any payment of any amount payable pursuant to clause (iii) above, which failure is not cured within thirty (30) days following written notice to the Company of the salary continuation or severance paymentsfailure to make such payment, and, no compensation that then all remaining portions of the Executive may receive from another employer during total amount payable pursuant to clause (iii) shall thereupon be immediately due and payable without further notice to the salary continuation or severance period Company. All payments pursuant to this Section 3.2(e) other than those pursuant to clause (iii) shall be offset against amounts owed made within thirty (30) days following the termination of Executive's employment or the date upon which Executive's scope of responsibility is substantially reduced. In addition to Executive hereunder. Notwithstanding the foregoing, in order to be entitled upon such termination (i) the Company shall cause acceleration to the payments under paragraphs 9(cdate of such termination of the exercisability of that portion of the Options that, but for such termination, would have vested within twenty-four (24) months following such termination, and (d), Executive shall be required to execute and deliver (and not revokeii) a release of all employment related claims against the Company in shall continue to provide and pay for all health, hospitalization and long-term care insurance premiums necessary to provide Executive and Executive’s dependant family members, if any, with coverage under the Company’s group health insurance program, on the same terms and conditions as offered to other executives of the Company throughout the period of coverage, for a form attached hereto as Exhibit A.period of eighteen (18) months from and after the date of Executive’s termination of employment. From and after the expiration of such eighteen (18) month period, all applicable laws shall continue to apply to any person’s or persons’ rights to continue such benefits.

Payment Upon Termination. (a) If this Employment Agreement Employee’s employment is terminated pursuant to paragraph 8(i) aboveby Company for Cause, as defined in Paragraph 1(a), the Executive obligations of Company under this Agreement shall cease and Employee shall forfeit all right to receive disability pay from any compensation or other benefits under this Agreement except only compensation or benefits accrued or earned and vested (if applicable) by Employee as of the date of such termination until termination, including base salary through the second anniversary date of termination, benefits payable under the terms of any qualified or nonqualified retirement plans or deferred compensation plans maintained by Company, any accrued vacation pay as of the Effective Date at the rate date of 50% of the Base Salary, reduced termination not yet paid by applicable payroll taxes Company and further reduced by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall benefits required to be paid periodically by law such as continued health care coverage pursuant to the Executive as provided in paragraph 5(aConsolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for (collectively, the payment of salary“Accrued Obligations”). (b) If Employee shall voluntarily terminate Employee’s employment during the Employment Agreement is terminated pursuant to paragraph 8(ii) or 8(v) aboveTerm, other than for Good Reason, as defined in Paragraph 1(e), the Executive obligations of Company under this Agreement shall cease and Employee shall forfeit all right to receive no salary continuation pay any compensation or severance payother benefits under this Agreement except only the Accrued Obligations. (c) If this Employment Agreement is terminated pursuant In the event of the death of Employee during the Term, then, in addition to paragraph 8(iiithe Accrued Obligations and any other benefits which may be payable by Company in respect of the death of Employee, the base salary then payable hereunder shall continue to be paid at the then current rate for a period of six (6) or 8(iv) abovemonths after such death to such beneficiary as shall have been designated in writing by Employee, or as a result if no effective designation exists, then to the estate of Employee. Such payment shall be made on the first (1st) and fifteenth (15th) of each month, beginning on the first day of the Executive having terminated this Employment Agreement first month following a Material Demotion, the Executive shall receive salary continuation pay for the remainder of the contractual term, but not in any event for less than twenty-four months from the date of such termination (“Salary Continuation Period”), equal to the ExecutiveEmployee’s most recent annual salary plus his target bonus (as determined under the bonus plan last in effect for the Executive). In addition, the Company shall pay the premiums necessary to continue Executive’s group health coverage for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salarydeath. (d) If the Company shall decide not to renew this Employment AgreementEmployee’s employment is terminated by reason of Employee’s attainment of age sixty-five (65), the Executive obligations of Company under this Agreement shall cease DB2/ 38218719.1 - 7 - and Employee shall forfeit all right to receive severance pay, for a period of twenty-four months following any compensation or other benefits under this Agreement except the date of expiration of the then current term (“Severance Pay”), equal to the Executive’s most recent annual salary (excluding any and all executive bonus plan amounts). Such severance payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take any legal action against the Company related to said non-renewal and termination of employmentAccrued Obligations. (e) During If Employee’s employment is terminated by Company during the Salary Continuation Period Term for any reason other than for Cause, or Severance PeriodEmployee’s death, or Employee’s attainment of age sixty-five (65), or if Employee’s employment is terminated during the Term by reason of Employee’s Disability, or if Employee shall voluntarily terminate Employee’s employment during the Term for Good Reason, Employee shall be entitled to receive, and Company shall be obligated to pay and provide Employee, the Executive shall be under no obligation to mitigate the costs to the Company following amounts: (i) An amount in consideration of the salary continuation or severance paymentscovenants by Executive set forth in Paragraphs 8 and 9 below to be determined by a nationally recognized independent certified public accounting firm selected and retained by Company to be the reasonable value of said covenants as of the date of termination of Employee’s employment, andbut in no event shall such amount be greater than the aggregate value of the benefits provided in subparagraphs (e)(ii), no compensation that the (iii), (iv), (v) and (viii) hereinbelow. The benefits otherwise payable to Executive may receive from another employer during the salary continuation or severance period pursuant to said subparagraphs shall be offset against amounts owed by the amount, if any, payable to Executive hereunderin respect of the covenants by Employee set forth in Paragraphs 8 and 9 below. Notwithstanding Said amount paid in consideration of the foregoingcovenants by Executive set forth in Paragraphs 8 and 9 below shall be paid in accordance with subparagraphs (e)(ii), (iii), (iv), (v) and (viii) below, and this subparagraph (i) shall not alter the time or form of payment of such amounts. (ii) An amount equal to three (3) times the base salary of Employee, at the rate in order effect immediately prior to the date of termination, plus an amount equal to three (3) times the target percentage of the midpoint of Employee’s salary grade under the Company’s Officers Incentive Program for the year in which termination occurs if the employee is a participant in such plan at the time of the Change-in-Control. Such amount so determined shall be divided into thirty-six (36) equal amounts. If the Employee is not a “specified employee” as defined under Section 409A of the Code at the time of termination, payment of such equal amounts shall be made on the first day of each month, commencing with the first day of the first month following termination. If the Employee is a “specified employee” as that term is defined under Section 409A of the Code on the date of termination, seven (7) such equal amounts shall be paid to the Employee on the date which is the first day of the seventh (7th) month following the date of termination of employment, and the twenty-nine (29) remaining equal amounts shall be payable on the first day of each month subsequent to the date of the first payment (one payment per month) until the payments are completed. Payments shall be treated as supplemental wage payments under applicable Treasury Regulations subject to federal tax withholding at the flat percentage rate applicable thereto. (iii) An amount equal to the aggregate amounts that Company would have contributed on behalf of Employee under Company’s qualified defined contribution retirement plan(s), if any such plan(s) shall be in effect (other than amounts attributable to Employee’s before-tax contributions to such plan(s)) plus estimated earnings thereon had Employee continued in the employ of Company for the three (3)-year period commencing on the date of termination and made contributions under said plan(s) equal to the maximum amount that the Employee could have contributed under the terms of such plan(s) for the plan year immediately preceding Employee’s termination, to be payable in a lump sum to Employee on the second anniversary of the Employee’s termination of employment, provided that Employee shall not have breached said non-competition provisions. (iv) An amount equal to the additional Interest Equivalent which would have been earned under any deferred compensation agreement between Company and Employee, if any such agreement shall be in effect, had Employee continued in the employ of Company for the three (3)-year period commencing on the date of termination, received compensation at least equal to that specified in Paragraph 4 of this Agreement during such time, and deferred pursuant to said deferred compensation agreement the amount of compensation specified therein; such amount to be payable in a lump sum to Employee on the second anniversary of the Employee’s termination of employment, provided that Employee shall not have breached said non-competition provisions. (v) Additional retirement benefits equal to the additional annual pension benefits that would have been payable to Employee under Company’s qualified defined benefit retirement plan (the “Plan”) and under any nonqualified supplemental Employee retirement plan covering Employee (the “Supplemental Plan”), if any such Plan or Supplemental Plan shall be in effect, if Employee had been continued in the employ of Company for the three (3)-year period commencing on the date of termination and had received compensation at least equal to that specified in Paragraph 4(a) of this Agreement during such time and had been fully vested in the benefits payable under any such Plan and Supplemental Plan. The discounted present value of such additional benefits, shall be payable to Employee in a lump sum, as calculated by the independent actuary for the Plan using the assumptions specified in the Plan, on the second anniversary of the Employee’s termination of employment, provided that Employee shall not have breached said non-competition provisions. (vi) At the date of termination of Employee’s employment, Employee shall be fully vested in any form of compensation previously granted to Employee (other than benefits payable under a qualified retirement plan), such as, by way of example only, restricted stock, stock options, and performance share awards. (vii) If Employee’s employment is terminated by reason of Employee’s Disability, Employee shall be entitled to receive, in addition to the payments other benefits provided under paragraphs 9(c) and (dthis Paragraph 7(e), Executive disability benefits payable in accordance with any bona fide disability plan maintained by Company or Parent, to the extent Employee qualifies for benefits under the terms of such bona fide disability plan. (viii) A lump sum cash payment equal to three (3) times the sum of the average of the annual contributions, payments, credits or allocations made by the Company on behalf of the Employee for coverage under all life, health, disability and similar welfare benefit plans and programs and other perquisites maintained by the Company during the three (3) calendar year period preceding his termination of employment. Such payment shall be required to execute and deliver made on the first day of the seventh (and not revoke7th) month following the Employee’s termination of employment, if the Employee is a release “specified employee” as defined under Section 409A of all employment related claims against the Company in a form attached hereto as Exhibit A.Code on the date DB2/ 38218719.1 - 9 -

Payment Upon Termination. (a) If this Employment Agreement the employment of the Executive is terminated pursuant to paragraph 8(isubsections (i) aboveor (iii) of Section 7(a), the Executive shall receive disability Company will pay from to the date of such termination until Executive, within 30 calendar days, (x) any salary pursuant to Section 4(a) which is accrued but unpaid through the second anniversary Termination Date, and (y) a bonus payment, in an amount determined by the Board by reference to the performance of the Effective Date at the rate of 50% Executive for a portion of the Base Salaryfiscal year of the Company before the Termination Date, reduced which is not less than a pro rata share (determined by applicable payroll taxes and further reduced by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall be paid periodically reference to the Executive as provided in paragraph 5(aportion of the fiscal year before the Termination Date) for of the payment of salaryMinimum Bonus. (b) If the Employment Agreement employment of the Executive is terminated pursuant to paragraph 8(iisubsections (ii), (iv), (v) or 8(v(vi) aboveof Section 7(a), the Executive shall receive no Company will pay the Executive, on or before the related Termination Date, an amount equal to three times the sum of the annual salary continuation pay or severance pay. (c) If this Employment Agreement is terminated and Minimum Bonus then in effect pursuant to paragraph 8(iii) or 8(iv) above, or as a result of the Executive having terminated this Employment Agreement following a Material Demotion, the Executive shall receive salary continuation pay for the remainder of the contractual term, but not in any event for less than twenty-four months from the date of such termination (“Salary Continuation Period”), equal to the Executive’s most recent annual salary plus his target bonus (as determined under the bonus plan last in effect for the Executive)Section 4. In addition, (x) any portion of the options granted to the Executive which would become vested within the next 36 months (beginning with the month following the month in which the Termination Date occurs) will vest immediately and may be exercised within the remaining term of the options as provided in the applicable option agreements, and (y) the Company shall pay the premiums necessary to continue Executive’s group health coverage in effect for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. (d) If the Company shall decide not to renew this Employment Agreement, the Executive shall receive severance paydependents, for a period of twenty-four 36 months following after the date of expiration of Termination Date, the then current term (“Severance Pay”)life insurance, equal to the Executive’s most recent annual salary (excluding any medical benefits, dental benefits and all executive bonus disability plan amounts). Such severance payments (less applicable payroll taxes) shall be paid periodically available to the Executive and his dependents immediately prior to the Termination Date, subject to such employee contributions and other terms and conditions as are applicable to active employees generally and subject to subsequent modification or termination of such plans to the extent such subsequent actions are also applicable to active employees generally; provided in paragraph 5(a) for that such plan benefits shall terminate earlier on the payment of the Base Salary. The Executive hereby agrees date, if any, that comparable benefits are made available to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take by any legal action against the Company related to said non-renewal and termination of employmentnew employer." (e5) During the Salary Continuation Period or Severance PeriodBy inserting immediately following Section 8 new Section 8A, the Executive which shall be under no obligation to mitigate the costs to the Company of the salary continuation or severance payments, and, no compensation that the Executive may receive from another employer during the salary continuation or severance period shall be offset against amounts owed to Executive hereunder. Notwithstanding the foregoing, read in order to be entitled to the payments under paragraphs 9(c) and (d), Executive shall be required to execute and deliver (and not revoke) a release of all employment related claims against the Company in a form attached hereto its entirety as Exhibit A.follows:

Payment Upon Termination. (a) If this Employment Agreement Executive's employment is terminated pursuant to paragraph 8(i) aboveby Bank for "Cause," as defined in Paragraph 1(a), the obligations of Bank and NFC under this Agreement shall cease and Executive shall forfeit all right to receive disability pay from any compensation or other benefits under this Agreement except only salary and reimbursable expenses accrued through the date of such termination until the second anniversary of the Effective Date at the rate of 50% of the Base Salary, reduced by applicable payroll taxes and further reduced by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of salarytermination. (b) If Executive shall voluntarily terminate her employment during the Employment Agreement is terminated pursuant to paragraph 8(ii) or 8(v) aboveTerm other than for "Good Reason," as defined in Paragraph 1(d), the obligations of Bank and NFC under this Agreement shall cease and Executive shall forfeit all right to receive no any compensation or other benefits under this Agreement except only salary continuation pay or severance payand reimbursable expenses accrued through the date of such termination. (c) If this Employment Agreement Executive's employment is terminated pursuant during the Term by reason of Disability, then Executive shall receive, in addition to paragraph 8(iii) or 8(iv) above, or as a result of her disability benefits under the Executive having terminated this Employment Agreement following a Material DemotionBank's long-term disability plan, the Executive shall receive salary continuation pay for the remainder of the contractual term, but not in any event for less than twenty-four months from the date of difference between such termination (“Salary Continuation Period”), equal to the Executive’s most recent annual salary plus his target bonus (as determined under the bonus plan last in effect for the Executive). In addition, the Company shall pay the premiums necessary to continue Executive’s group health coverage for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue disability benefits and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. (d) If the Company shall decide not to renew this Employment Agreement, the Executive shall receive severance pay, for a period of twenty-four months following the date of expiration of the her then current term rate of base salary for six (“Severance Pay”), equal to the Executive’s most recent annual salary (excluding any and all executive bonus plan amounts). Such severance payments (less applicable payroll taxes6) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take any legal action against the Company related to said non-renewal and months after termination of employment. (d) In the event of the death of Executive during the Term, then, in addition to and not in substitution for any other benefits which may be payable by Bank in respect of the death of Executive, the base salary then payable hereunder shall continue to be paid at the then current rate for a period of six (6) months after such death to such beneficiary as shall have been designated in writing by Executive, or if no effective designation exists, then to the estate of Executive. (e) If Executive's employment is terminated by reason of retirement as specified in Paragraph 6(e), the obligations of Bank and NFC under this Agreement shall cease and Executive shall forfeit all right to receive any compensation or other benefits under this Agreement except only salary and reimbursable expenses accrued through the date of such retirement. (f) If Executive's employment is terminated by Bank during the Term for any reason other than for "Cause," or "Disability," or if Executive shall voluntarily terminate her employment during the Term for "Good Reason," Executive shall be entitled to receive, and Bank shall be obligated to pay and provide Executive, the following amounts: (i) An amount in consideration of the covenants by Executive set forth in Paragraphs 8 and 9 below to be determined by an independent certified public accounting firm retained by Bank to be the reasonable value of said covenants as of the date of termination of Executive's employment. Said amount shall be paid in cash in a lump sum in the month next following Executive's termination of employment and shall be treated as a supplemental wage payment under applicable Treasury Regulations subject to federal tax withholding at the flat percentage rate applicable thereto. (ii) The base salary of Executive, at the rate in effect immediately prior to Executive's termination, for the remainder of the Term in effect under Paragraph 2 of this Agreement, from which shall be subtracted the amount payable to Executive pursuant to subparagraph (f)(i) above and the amount, if any, payable to Executive under any then effective severance pay plan of Bank, payable in accordance with normal payroll practices of Bank, or at Bank's option the commuted value (determined by discounting all payments at a rate equal to the bond equivalent yield of the latest two-year Treasury Xxxx auction) of such salary to be paid in cash in a lump sum in the month next following Executive's termination of employment and to be treated as a supplemental wage payment under applicable Treasury Regulations subject to federal tax withholding at the flat percentage rate applicable thereto; provided that if Executive's termination is after a Change-in-Control such payment shall be in the form of a lump sum as aforesaid, but calculated without any discount as aforesaid. (iii) An amount equal to the aggregate amounts that Bank would have contributed on behalf of Executive under Bank's Thrift Plan, if any such plan shall be in effect, until the end of the Term (plus estimated earnings thereon) had Executive continued in the employ of Bank until the end of the Term and made contributions under said plan at a rate, as a percentage of salary, equal to the rate at which Executive had made contributions to said plan in the plan year immediately preceding Executive's termination. (iv) Additional retirement benefits equal to the difference between (A) the annual pension benefits that would have been payable to Executive under the Retirement Plan of Bank (the "Plan") and under any supplemental retirement plan or agreement covering Executive ("Supplemental Plan"), if Executive had been continued in the employ of Bank until the end of the Term and had received compensation at least equal to that specified in Paragraph 4(a) of this Agreement until such time, and (B) the annual benefits actually payable to Executive under the Plan and any such Supplemental Plan, the discounted present value of such additional benefits, as calculated by the independent actuary for the Plan, to be payable in a lump sum to Executive within thirty (30) days after the expiration of the non-competition period specified in Paragraph 9(a) of this Agreement, provided that Executive shall not have breached said non-competition provisions. (v) To the extent that any form of compensation previously granted to Executive, such as, by way of example only, restricted stock or performance share awards, shall not be fully vested or shall require additional service as an employee at the time of the termination of Executive's employment, Executive shall be credited with additional service through the end of the Term for such purpose. (vi) During the Salary Continuation Period period of eighteen (18) months following Executive's termination of employment (or Severance Period, the Executive such other period as shall be under no obligation to mitigate prescribed by the costs to then applicable COBRA law) (the Company of the salary "continuation or severance payments, and, no compensation that the Executive may receive from another employer during the salary continuation or severance period shall be offset against amounts owed to Executive hereunder. Notwithstanding the foregoing, in order to be entitled to the payments under paragraphs 9(c) and (dperiod"), Executive shall be required continue to execute receive such individual and/or family health benefits coverage as she was receiving at the time of termination of employment, with Bank and deliver Executive paying the same portion of the cost of such coverage as existed at the time of Executive's termination, for so long during the continuation period as Executive elects to continue coverage and pays her portion of the costs of coverage. (vii) To the extent that Bank maintains life insurance for the benefit of Executive at the time of Executive's termination of employment, Executive shall have the right to convert such policy to an individually owned term life policy (to the extent permitted under the governing contracts) and not revokeBank will pay an annual amount of up to one hundred fifty percent (150%) of the amount of the average annual premium paid for such life insurance on behalf of Executive over the three (3) fiscal years of Bank preceding termination of employment to continue up to the same amount of coverage on a release term basis for the remainder of all employment related claims against Executive's Term. Executive shall have the Company right to pay any additional premium amount to maintain the full amount of insurance in effect or elect to receive lesser coverage for the same premium. Executive shall also have the right to decline any continued insurance coverage, in which event Bank will pay to Executive in a form attached hereto single sum an amount equal to the discounted present value of the cost of continued coverage as Exhibit A.aforesaid. (viii) Bank shall not be obligated to continue any disability or disability income insurance on behalf of Executive following the date of Executive's termination of employment. To the extent permitted under any contracts, programs or policies of such nature in effect at the time of such termination, Executive may continue at her sole cost and expense coverage thereunder for a period of up to eighteen (18) months. (ix) During the balance of the Term, Executive shall continue to receive such perquisites, other than those specified in the preceding subparagraphs above, as she was receiving at the time of termination of employment with, to the extent applicable, the same cost sharing with Bank as was in effect immediately prior to Executive's termination of employment. (x) If Executive's termination is after a Change-in-Control, Bank shall reimburse Executive for the amount of any reasonable legal fees and expenses incurred by Executive in any successful action (whether or not arbitration or litigation shall be involved) to obtain or enforce any right or benefit provided to Executive by Bank hereunder or as confirmed or acknowledged hereunder.

Payment Upon Termination. (a) If In the event Employee’s employment under this Employment Agreement is terminated pursuant (i) by Employer without Cause or by Employee for Good Reason, Employee shall be entitled to paragraph 8(ireceive a severance package which will include one (1) above, year of Base Salary (as defined in Exhibit B) following the Executive shall receive disability pay from the effective date of such termination until the second anniversary termination, or (ii) by Employer or any successor entity within one (1) year of the Effective Date at effective date of a Change of Control (as hereinafter defined), Employee shall be entitled to receive a severance package which will include two (2) years of Base Salary (as defined in Exhibit B) following the rate effective date of 50% of the Base Salary, reduced by applicable payroll taxes and further reduced by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar lawstermination. Such disability payments severance, as the case may be, shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of salary. (b) If the Employment Agreement is terminated pursuant to paragraph 8(ii) or 8(v) above, the Executive shall receive no salary continuation pay or severance pay. (c) If this Employment Agreement is terminated pursuant to paragraph 8(iii) or 8(iv) above, or as a result of the Executive having terminated this Employment Agreement following a Material Demotion, the Executive shall receive salary continuation pay for the remainder of the contractual term, but not in any event for less than twenty-four months from (24) equal semi-monthly installments in accordance with the Employer’s regular payroll practices, the accelerated vesting of any stock grants granted prior to the effective date of such termination (“Salary Continuation Period”)termination, equal and continued participation in any health care benefits provided by the Employer to the Executive’s most recent annual salary plus his target bonus (as determined under the bonus plan last in effect its employees for the Executive). In additionperiod of time during which severance payments are paid to Employee, the Company shall pay the premiums necessary to continue Executive’s group which continued participation in health coverage for the Salary Continuation Period care benefits may be through participation under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), ) and reimbursement of COBRA premiums paid by Employee for such continued participation; provided Executive elects Employee executes and delivers to continue Employer a release in substantially the form attached hereto as Exhibit A and remains eligible for those benefits under COBRAin accordance with the terms of such release. Any and all amounts received by Employee pursuant to this Section 6(b) shall constitute the full and total amount of liquidated damages that Employee shall be entitled to receive from the Employer and its Affiliates, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. (d) If the Company shall decide not to renew this Employment Agreement, the Executive shall receive severance pay, for a period of twenty-four months following the date of expiration of the then current term (“Severance Pay”), equal to the Executive’s most recent annual salary (excluding Employee releases any and all executive bonus plan amounts). Such severance payments (less applicable payroll taxes) shall be paid periodically to other contract or tort claims arising out of Employee’s employment relationship with the Executive as provided in paragraph 5(a) for the payment Employer or any relationship with any of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take any legal action against the Company related to said non-renewal and termination of employment. (e) During the Salary Continuation Period or Severance Period, the Executive shall be under no obligation to mitigate the costs to the Company of the salary continuation or severance payments, and, no compensation that the Executive may receive from another employer during the salary continuation or severance period shall be offset against amounts owed to Executive hereunderAffiliates. Notwithstanding the foregoing, in order the event the time period for Employee to return a validly executed, irrevocable release described in this Section 6(b) spans two taxable years, the salary continuation payments described in this section shall not commence until the second taxable year, with the first such payment including any amounts that would have been paid to Employee prior to such time but for this provision of Section 6(b). For the purposes of this Agreement, a “Change of Control” shall be deemed to occur upon the happening of any of the following: i. If there occurs a change in the composition of the Board of Directors of Company as a result of which fewer than a majority of the directors are the same directors constituting such board as of the Effective Date. ii. Company is party to a merger or consolidation, or series of related transactions, which results in the outstanding shares of Company immediately prior thereto failing to continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving or another entity) Fifty percent (50%) or more of the combined voting power of the voting securities of the Company or such surviving or other entity outstanding immediately after such merger or consolidation. iii. The sale or disposition of all or substantially all of the Company’s assets (or consummation of any transaction, or series of related transactions, having similar effect). (b) In the event Employee’s employment under this Agreement is terminated by Employer due to Employee’s death or Disability, Employee or Employee’s estate shall be entitled to receive Employee’s Base Salary (as defined in Exhibit B) earned and accrued through the payments under paragraphs 9(c) and effective date of termination (dincluding any vested common stock granted to Employee), Executive plus reimbursement for any approved expenses incurred but unpaid as of such date in accordance with Exhibit B, Section 2, all of which shall constitute the full and total amount of liquidated damages that Employee shall be required entitled to execute receive from the Employer and deliver its Affiliates, and Employee releases any and all other contract or tort claims arising out of Employee’s employment relationship with the Employer any relationship with any of the Affiliates. (c) All amounts due and not revoke) a release owing to either Employee or Employer under this Agreement shall be subject to offset to the extent permitted by law by the amount of all employment related claims against the Company in a form attached hereto as Exhibit A.actual damages, if any, caused to either Party by any breach of this Agreement.

Payment Upon Termination. (a) If this Employment Agreement Executive’s employment is terminated pursuant to paragraph 8(i) aboveby the Company or the Bank for “Cause,” as defined in Paragraph 1(a), the obligations of the Company and the Bank under this Agreement shall cease and Executive shall forfeit all right to receive disability pay from any compensation or other benefits under this Agreement except only salary and reimbursable expenses accrued through the date of such termination until the second anniversary of the Effective Date at the rate of 50% of the Base Salary, reduced by applicable payroll taxes and further reduced by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of salarytermination. (b) If Executive shall voluntarily terminate his employment during the Employment Agreement is terminated pursuant to paragraph 8(ii) or 8(v) aboveTerm other than for “Good Reason,” as defined in Paragraph 1(d), the obligations of the Company and the Bank under this Agreement shall cease and Executive shall forfeit all right to receive no any compensation or other benefits under this Agreement except only salary continuation pay or severance payand reimbursable expenses accrued through the date of such termination. (c) If this Employment Agreement Executive’s employment is terminated pursuant to paragraph 8(iii) or 8(iv) aboveduring the Term by reason of Disability, or as a result of the Executive having terminated this Employment Agreement following a Material Demotion, the then Executive shall receive salary continuation pay for the remainder of the contractual term, but not in his disability benefits under any event for less than twentylong-four months from the date of such termination (“Salary Continuation Period”), equal to the Executive’s most recent annual salary plus his target bonus (as determined under the bonus term disability plan last in effect for the Executive). In addition, maintained by the Company shall pay or the premiums necessary to continue Executive’s group health coverage for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base SalaryBank. (d) If In the event of the death of Executive during the Term then, in addition to and not in substitution for any other benefits which may be payable by the Company shall decide not to renew this Employment Agreementor the Bank in respect of the death of Executive, the Executive base salary then payable hereunder shall receive severance pay, continue to be paid at the then current rate for a period of twenty-four six months following the date of expiration of the after such death to such beneficiary as shall have been designated in writing by Executive, or if no effective designation exists, then current term (“Severance Pay”), equal to the estate of Executive’s most recent annual salary (excluding any and all executive bonus plan amounts). Such severance payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take any legal action against the Company related to said non-renewal and termination of employment. (e) During If Executive’s employment is terminated by the Salary Continuation Period Company or Severance Periodthe Bank during the Term for any reason, with the exception of “Cause,” “Disability,” or if Executive shall voluntarily terminate his employment during the Term for “Good Reason,” Executive shall be entitled to receive, and the Company and the Bank shall be obligated to pay and provide Executive, the following amounts: (i) The base salary of Executive at the rate in effect immediately prior to Executive’s termination for twelve (12) months, payable in a lump sum in the month next following Executive’s termination of employment and to be treated as a supplemental wage payment under applicable Treasury Regulations subject to federal tax withholding at the flat percentage rate applicable thereto. (ii) Notwithstanding anything to the contrary, the Company, Bank and Executive agree that any payments to Executive pursuant to this Agreement which would constitute a “golden parachute payment” pursuant to 12 C.F.R. Part 359 or the Supervisory Guidance contained in Financial Institution Letter FIL 1066, if made at the time when the Bank is subject to any of the conditions outlined in 12 C.F.R. §359.1(f)(1)(ii)(A)-(E) shall not be made without obtaining all necessary approvals and, if required, may be suspended, prevented or subject to claw back in whole or in part when warranted to ensure that payments contrary to the intent of 12 U.S.C. §1828(k) and 12 C.F.R. §359.4(b)(3) are not made. In this regard, the Company and the Bank shall have the right to demand from Executive the return of , and the Executive shall be under no obligation to mitigate the costs to return, any golden parachute payment should the Company of or the salary continuation Bank later become aware or severance payments, and, no compensation receive information that the Executive may receive from another employer during has committed, is substantially responsible for, or has violated, the salary continuation respective acts or severance omissions, conditions, or offenses prohibited under 12 C.F.R. §359.4(a)(4). (iii) During the period of twelve (12) months immediately following Executive’s termination of employment (or such other period as shall be offset against amounts owed to Executive hereunder. Notwithstanding prescribed by the foregoing, in order to be entitled to then applicable COBRA law) (the payments under paragraphs 9(c) and (d“continuation period”), Executive shall be required continue to execute and deliver (and not revoke) a release receive such individual and/or family health benefits coverage as he was receiving at the time of all employment related claims against termination of employment, with the Company and the Bank and Executive paying the same portion of the cost of such coverage as existed at the time of Executive’s termination, for so long during the continuation period as Executive elects to continue coverage and pays his portion of the costs of coverage. (iv) Notwithstanding anything to the contrary in the above paragraphs, in the event that any compensation paid to Executive as a form attached hereto result of a Change-in-Control would be nondeductible by the Company or the Bank for federal income tax purposes based upon the provisions concerning “excess parachute payments” contained in section 280G of the Internal Revenue Code of 1986, as Exhibit A.amended, then the aggregate present value of such compensation shall be reduced to One Dollar ($1.00) below the maximum present value allowable without causing the compensation to be nondeductible. Accordingly, such compensation shall be reduced or eliminated in the following order (unless otherwise requested by Executive) until the remaining compensation equals One Dollar ($1.00) below the maximum present value allowable with causing the compensation to be nondeductible: (1) First, any cash payment to Executive; (2) Second, any Change-in-Control Payments not described herein; and (3) Third, any forgiveness of indebtedness of Executive to the Company or the Bank.

Payment Upon Termination. (a) If this Employment Agreement Executive's employment is terminated pursuant to paragraph 8(i) aboveby Company for Cause, as defined in Paragraph 1(a), the obligations of Company under this Agreement shall cease and Executive shall forfeit all right to receive disability pay from any compensation or other benefits under this Agreement except only compensation or benefits accrued or earned and vested (if applicable) by Executive as of the date of such termination until termination, including base salary through the second anniversary date of termination, benefits payable under the terms of any qualified or nonqualified retirement plans or deferred compensation plans maintained by Company, any accrued vacation pay as of the Effective Date at the rate date of 50% of the Base Salary, reduced termination not yet paid by applicable payroll taxes Company and further reduced by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall benefits required to be paid periodically by law such as continued health care coverage pursuant to the Executive as provided in paragraph 5(aConsolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") for (collectively, the payment of salary"Accrued Obligations"). (b) If Executive shall voluntarily terminate Executive's employment during the Employment Agreement is terminated pursuant to paragraph 8(ii) or 8(v) aboveTerm other than for Good Reason, as defined in Paragraph 1(e), the obligations of Company under this Agreement shall cease and Executive shall forfeit all right to receive no salary continuation pay any compensation or severance pay.other benefits under this Agreement except only the Accrued Obligations. 27 (c) In the event of the death of Executive during the Term, then, in addition to the Accrued Obligations and any other benefits which may be payable by Company in respect of the death of Executive, the base salary then payable hereunder shall continue to be paid at the then current rate for a period of six (6) months after such death to such beneficiary as shall have been designated in writing by Executive, or if no effective designation exists, then to the estate of Executive. (d) If this Employment Agreement Executive's employment is terminated pursuant by reason of Executive's attainment of age sixty-five (65), the obligations of Company under this Agreement shall cease and Executive shall forfeit all right to paragraph 8(iiireceive any compensation or other benefits under this Agreement except only the Accrued Obligations. (e) or 8(iv) aboveIf Executive's employment is terminated by Company during the Term for any reason other than for Cause, or as a result Executive's death, or Executive's attainment of age sixty-five (65), or if Executive's employment is terminated during the Term by reason of Executive's Disability, or if Executive shall voluntarily terminate Executive's employment during the Term for Good Reason, Executive shall be entitled to receive, and Company shall be obligated to pay and provide Executive, the following amounts: (i) An amount in consideration of the covenants by Executive having terminated this Employment Agreement following a Material Demotion, set forth in Paragraphs 8 and 9 below to be determined by an independent certified public accounting firm selected by Executive and retained by Company to be the Executive shall receive salary continuation pay for the remainder reasonable value of the contractual term, but not in any event for less than twenty-four months from said covenants as of the date of termination of Executive's employment. Said amount shall be paid in cash in a lump sum in the month next following Executive's date of termination of employment and shall be treated as a supplemental wage payment under applicable Treasury Regulations subject to federal tax withholding at the flat percentage rate applicable thereto. (ii) An amount equal to three (3) times the base salary of Executive, at the rate in effect immediately prior to the date of termination, plus an amount equal to three (3) times the bonus paid or payable with respect to the fiscal year immediately preceding the date of termination or, if higher, three (3) times the average bonus payable to Executive in respect of the three (3) full fiscal years immediately preceding the Effective Date. There shall be subtracted from the aggregate amount determined in accordance with the immediately preceding sentence the amount payable to Executive pursuant to subparagraph (e)(i) above in respect of the covenants by Executive set forth in Paragraphs 8 and 9 below and the amount, if any, payable to Executive under any then effective severance pay plan of Company. Such resulting amount shall be payable in equal installments over the three (3)-year period commencing on the date of termination of employment in accordance with the normal payroll practices of Company or, at Company's option, the entire amount (determined without any discount) shall be paid in cash in a lump sum in the month next following Executive's date of termination of employment and shall be treated as a supplemental wage payment under applicable Treasury Regulations subject to federal tax withholding at the flat percentage rate applicable thereto. 28 (iii) An amount equal to the aggregate amounts that Company would have contributed on behalf of Executive under Company's qualified defined contribution retirement plan(s), if any such plan(s) shall be in effect (other than amounts attributable to Executive's before-tax contributions to such plan(s)) plus estimated earnings thereon had Executive continued in the employ of Company for the three (3)-year period commencing on the date of termination (“Salary Continuation Period”)and made contributions under said plan(s) at a rate, as a percentage of salary, equal to the rate at which Executive had made contributions to said plan(s) in the plan year immediately preceding Executive’s 's termination, to be payable in a lump sum to Executive within thirty (30) days after the expiration of the non-competition period specified in Paragraph 9(a) of this Agreement, provided that Executive shall not have breached said non-competition provisions. (iv) An amount equal to the difference between: (A) benefits which would have been payable to Executive under any deferred compensation agreement between Company and Executive, if any such agreement shall be in effect, had Executive continued in the employ of Company for the three (3)-year period commencing on the date of termination, received compensation at least equal to that specified in Paragraph 4 of this Agreement during such time, and deferred pursuant to said deferred compensation agreement the amount of compensation specified therein; and (B) the benefits actually payable to Executive under such deferred compensation agreement; such amount to be payable in a lump sum to Executive within thirty (30) days after the expiration of the non-competition period specified in Paragraph 9(a) of this Agreement, provided that Executive shall not have breached said non-competition provisions. (v) Additional retirement benefits equal to the difference between: (A) the annual pension benefits that would have been payable to Executive under Company's qualified defined benefit retirement plan (the "Plan") and under any nonqualified supplemental executive retirement plan covering Executive (the "Supplemental Plan"), if any such Plan or Supplemental Plan shall be in effect, if Executive had been continued in the employ of Company for the three (3)-year period commencing on the date of termination and had received compensation at least equal to that specified in Paragraph 4(a) of this Agreement during such time and had been fully vested in the benefits payable under any such Plan and Supplemental Plan; and (B) the annual benefits actually payable to Executive under any such Plan and Supplemental Plan. The discounted present value of such additional benefits, shall be payable to Executive in a lump sum, as calculated by the independent actuary for the Plan using the assumptions specified in the Plan, within thirty (30) days after the expiration of the non-competition period specified in Paragraph 9(a) of this Agreement, provided that Executive shall not have breached said non-competition provisions. (vi) At the date of termination of Executive's employment, Executive shall be fully vested in any form of compensation previously granted to Executive (other than benefits payable under a qualified retirement plan), such as, by way of example only, restricted stock, stock options, and performance share awards. 29 (vii) If Executive's employment is terminated by reason of Executive's Disability, Executive shall be entitled to receive, in addition to the other benefits provided under this Paragraph 7(e), disability benefits at least equal to the most recent annual salary plus his target bonus favorable of those provided by Company or Parent to disabled employees in accordance with the most favorable plans, programs, practices and policies of Company or Parent in effect at any time during the ninety (90)-day period immediately preceding the Effective Date or, if more favorable to Executive, as determined in effect on the date of Executive's Disability with respect to other key employees of Company or Parent. (viii) During the three (3)-year period commencing on the date of termination, or such longer period as any plan, program, practice or policy may provide, Executive shall continue to participate in all life, health, disability and similar welfare benefit plans and programs of Company to the extent that such continued participation is possible under the bonus general terms and provisions of such plans and programs, and Executive shall be credited with additional service attributable to the three (3)-year period commencing on the date of termination for purposes of determining eligibility to participate in any such plans or programs maintained by Company for retirees, with Company and Executive paying the same portion of the cost of each such plan last in effect for or program as existed at the time of Executive)'s termination. In additionthe event that Executive's continued participation (or commencement of participation for plans or programs for retirees) is not permitted, the then in lieu thereof, Company shall pay acquire, with the premiums necessary to continue Executive’s group health same cost sharing, individual insurance policies providing comparable coverage for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this periodExecutive; provided, however, that Company shall not be obligated to pay more than three (3) times Company's current cost for comparable group coverage. If any such individual coverage is unavailable, then Company shall pay to Executive annually for the salary continuation three (3)-year period commencing on the date of termination an amount equal to the sum of the average annual contributions, payments, bonus and other benefits described credits, or allocations made by Company for such coverage on Executive's behalf (or the average such contributions, payments, credits, or allocations for retirees, in this paragraph 9(cthe case of retiree coverage) shall cease if over the Executive shall, directly or indirectly, be in breach three (3) calendar years preceding the date of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment termination of the Base SalaryExecutive's employment. (dix) If During the Company shall decide not to renew this Employment Agreement, the Executive shall receive severance pay, for a three (3)-year period of twenty-four months following commencing on the date of expiration termination, Executive shall continue to receive such perquisites, other than those specified in the preceding subparagraphs above, as Executive was receiving at the date of the then current term (“Severance Pay”)termination of employment with, equal to the extent applicable, the same cost sharing with Company as was in effect immediately prior to Executive’s most recent annual salary (excluding any and all executive bonus plan amounts). Such severance payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take any legal action against the Company related to said non-renewal and 's termination of employment. (ex) During Company shall reimburse Executive for the Salary Continuation Period amount of any reasonable legal or Severance Period, the accounting fees and expenses incurred by Executive shall be under no obligation to mitigate the costs to the Company of the salary continuation obtain or severance payments, and, no compensation that the Executive may receive from another employer during the salary continuation enforce any right or severance period shall be offset against amounts owed benefit provided to Executive by Company hereunder or as confirmed or acknowledged hereunder. Notwithstanding the foregoing, in order to be entitled to the payments under paragraphs 9(c) and (d), Executive shall be required to execute and deliver (and not revoke) a release of all employment related claims against the Company in a form attached hereto as Exhibit A..

Payment Upon Termination. (a) If this Employment Agreement Employee's employment is terminated pursuant to paragraph 8(i) aboveby Company for Cause, as defined in Paragraph 1(a), the Executive obligations of Company under this Agreement shall cease and Employee shall forfeit all right to receive disability pay from any compensation or other benefits under this Agreement except only compensation or benefits accrued or earned and vested (if applicable) by Employee as of the date of such termination until termination, including base salary through the second anniversary date of termination, benefits payable under the terms of any qualified or nonqualified retirement plans or deferred compensation plans maintained by Company, any accrued vacation pay as of the Effective Date at the rate date of 50% of the Base Salary, reduced termination not yet paid by applicable payroll taxes Company and further reduced by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall benefits required to be paid periodically by law such as continued health care coverage pursuant to the Executive as provided in paragraph 5(aConsolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") for (collectively, the payment of salary"Accrued Obligations"). (b) If Employee shall voluntarily terminate Employee's employment during the Employment Agreement is terminated pursuant to paragraph 8(ii) or 8(v) aboveTerm, other than for Good Reason, as defined in Paragraph 1(e), the Executive obligations of Company under this Agreement shall cease and Employee shall forfeit all right to receive no salary continuation pay any compensation or severance payother benefits under this Agreement except only the Accrued Obligations. (c) If this Employment Agreement is terminated pursuant In the event of the death of Employee during the Term, then, in addition to paragraph 8(iiithe Accrued Obligations and any other benefits which may be payable by Company in respect of the death of Employee, the base salary then payable hereunder shall continue to be paid at the then current rate for a period of six (6) or 8(iv) abovemonths after such death to such beneficiary as shall have been designated in writing by Employee, or as a result if no effective designation exists, then to the estate of Employee. Such payment shall be made on the first (1st) and fifteenth (15th) of each month, beginning on the first day of the Executive having terminated this Employment Agreement first month following a Material Demotion, the Executive shall receive salary continuation pay for the remainder of the contractual term, but not in any event for less than twenty-four months from the date of such termination (“Salary Continuation Period”), equal to the ExecutiveEmployee’s most recent annual salary plus his target bonus (as determined under the bonus plan last in effect for the Executive). In addition, the Company shall pay the premiums necessary to continue Executive’s group health coverage for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salarydeath. (d) If Employee's employment is terminated by reason of Employee's attainment of age sixty-five (65), the obligations of Company under this Agreement shall cease and Employee shall forfeit all right to receive any compensation or other benefits under this Agreement except the Accrued Obligations. (e) If Employee's employment is terminated by Company during the Term for any reason other than for Cause, or Employee's death, or Employee's attainment of age sixty-five (65), or if Employee's employment is terminated during the Term by reason of Employee's Disability, or if Employee shall voluntarily terminate Employee's employment during the Term for Good Reason, Employee shall be entitled to receive, and Company shall decide not be obligated to renew this Employment Agreementpay and provide Employee, the following amounts: (i) An amount in consideration of the covenants by Executive set forth in Paragraphs 8 and 9 below to be determined by a nationally recognized independent certified public accounting firm selected and retained by Company to be the reasonable value of said covenants as of the date of termination of Employee’s employment, but in no event shall receive severance paysuch amount be greater than the aggregate value of the benefits provided in subparagraphs (e)(ii), (iii), (iv), (v) and (viii) hereinbelow. The benefits otherwise payable to Executive pursuant to said subparagraphs shall be offset by the amount, if any, payable to Executive in respect of the covenants by Employee set forth in Paragraphs 8 and 9 below. Said amount paid in consideration of the covenants by Executive set forth in Paragraphs 8 and 9 below shall be paid in accordance with subparagraphs (e)(ii), (iii), (iv), (v) and (viii) below, and this subparagraph (i) shall not alter the time or form of payment of such amounts. (ii) An amount equal to three (3) times the base salary of Employee, at the rate in effect immediately prior to the date of termination, plus an amount equal to three (3) times the target percentage of the midpoint of Employee's salary grade under the Company's officers incentive program (as administered through the Company’s Performance Stock Program) for the year in which termination occurs if the employee is a period participant in such plan at the time of twentythe Change-four months in-Control. Such amount so determined shall be divided into thirty-six (36) equal amounts. If the Employee is not a “specified employee” as defined under Section 409A of the Code at the time of termination, payment of such equal amounts shall be made on the first day of each month, commencing with the first day of the first month following termination. If the Employee is a “specified employee” as that term is defined under Section 409A of the Code on the date of termination, seven (7) such equal amounts shall be paid to the Employee on the date which is the first day of the seventh (7th) month following the date of expiration termination of employment, and the twenty-nine (29) remaining equal amounts shall be payable on the first day of each month subsequent to the date of the then current term first payment (“Severance Pay”), one payment per month) until the payments are completed. Payments shall be treated as supplemental wage payments under applicable Treasury Regulations subject to federal tax withholding at the flat percentage rate applicable thereto. (iii) An amount equal to the Executive’s most recent annual salary (excluding aggregate amounts that Company would have contributed on behalf of Employee under Company's qualified defined contribution retirement plan(s), if any and all executive bonus plan amounts). Such severance payments (less applicable payroll taxessuch plan(s) shall be paid periodically in effect (other than amounts attributable to Employee's before-tax contributions to such plan(s)) plus estimated earnings thereon had Employee continued in the employ of Company for the three (3)-year period commencing on the date of termination and made contributions under said plan(s) equal to the Executive as provided in paragraph 5(amaximum amount that the Employee could have contributed under the terms of such plan(s) for the payment plan year immediately preceding Employee's termination, to be payable in a lump sum to Employee on the second anniversary of the Base Salary. The Executive hereby agrees to make a smooth transition Employee’s termination of responsibilities during employment, provided that ninety (90) day period and the Executive further agrees Employee shall not to take any legal action against the Company related to have breached said non-renewal competition provisions. (iv) An amount equal to the additional Interest Equivalent which would have been earned under any deferred compensation agreement between Company and Employee, if any such agreement shall be in effect, had Employee continued in the employ of Company for the three (3)-year period commencing on the date of termination, received compensation at least equal to that specified in Paragraph 4 of this Agreement during such time, and deferred pursuant to said deferred compensation agreement the amount of compensation specified therein; such amount to be payable in a lump sum to Employee on the second anniversary of the Employee’s termination of employment, provided that Employee shall not have breached said non-competition provisions. (v) Additional retirement benefits equal to the additional annual pension benefits that would have been payable to Employee under Company's qualified defined benefit retirement plan (the "Plan") and under any nonqualified supplemental Employee retirement plan covering Employee (the "Supplemental Plan"), if any such Plan or Supplemental Plan shall be in effect, if Employee had been continued in the employ of Company for the three (3)-year period commencing on the date of termination and had received compensation at least equal to that specified in Paragraph 4(a) of this Agreement during such time and had been fully vested in the benefits payable under any such Plan and Supplemental Plan. The discounted present value of such additional benefits, shall be payable to Employee in a lump sum, as calculated by the independent actuary for the Plan using the assumptions specified in the Plan, on the second anniversary of the Employee’s termination of employment, provided that Employee shall not have breached said non-competition provisions. (vi) At the date of termination of Employee's employment, Employee shall be fully vested in any form of compensation previously granted to Employee (other than benefits payable under a qualified retirement plan), such as, by way of example only, restricted stock, stock options, and performance share awards. (vii) If Employee's employment is terminated by reason of Employee's Disability, Employee shall be entitled to receive, in addition to the other benefits provided under this Paragraph 7(e), disability benefits payable in accordance with any bona fide disability plan maintained by Company or Parent, to the extent Employee qualifies for benefits under the terms of such bona fide disability plan. (viii) A lump sum cash payment equal to three (3) times the sum of the average of the annual contributions, payments, credits or allocations made by the Company on behalf of the Employee for coverage under all life, health, disability and similar welfare benefit plans and programs and other perquisites maintained by the Company during the three (3) calendar year period preceding his termination of employment. Such payment shall be made on the first day of the seventh (7th) month following the Employee’s termination of employment, if the Employee is a “specified employee” as defined under Section 409A of the Code on the date of termination. If the Employee is not a specified employee on the date of termination, payment shall be made on the first day of the month following the Employee’s termination of employment. (eix) During Company shall reimburse Employee for the Salary Continuation Period amount of any reasonable legal or Severance Periodaccounting fees and expenses incurred by Employee to obtain or enforce any right or benefit provided to Employee by Company hereunder or as confirmed or acknowledged hereunder, the Executive provided that no such reimbursement shall be made earlier than seven (7) months following the Employee’s termination, if the Employee is a “specified employee” as that term is defined under Section 409A of the Code on the date of termination, and in no obligation to mitigate event shall any reimbursement be made any later than December 31 of the costs to calendar year following the year in which the expense is incurred by the Employee. (x) Company shall provide the Employee with reasonable outplacement services from a firm selected by the Company for a period of one (1) year commencing on the salary continuation date of termination, or severance paymentsuntil Employee accepts other employment, and, no compensation that the Executive may receive from another employer during the salary continuation or severance period shall be offset against amounts owed to Executive hereunder. Notwithstanding the foregoing, in order to be entitled to the payments under paragraphs 9(c) and (d), Executive shall be required to execute and deliver (and not revoke) a release of all employment related claims against the Company in a form attached hereto as Exhibit A.if earlier.

Payment Upon Termination. (a) If this Employment Agreement the employment of the Executive is terminated pursuant to paragraph 8(isubsections (i) aboveor (iii) of Section 7(a), the Executive shall receive disability Company will pay from the date of such termination until the second anniversary of the Effective Date at the rate of 50% of the Base Salary, reduced by applicable payroll taxes and further reduced by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall be paid periodically to the Executive as provided in paragraph 5(aExecutive, within 30 calendar days, any base salary and reimbursable expenses pursuant to Section 4(a) for and Section 4(d) which are accrued but unpaid through the payment of salaryTermination Date. (b) If the Employment Agreement employment of the Executive is terminated pursuant to paragraph 8(iisubsections (ii), (iv), (v) or 8(v(vi) aboveof Section 7 (a), the Executive shall receive no salary continuation Company will pay or severance pay. (c) If this Employment Agreement is terminated pursuant to paragraph 8(iii) or 8(iv) abovethe Executive, or as a result of the Executive having terminated this Employment Agreement following a Material Demotion, the Executive shall receive salary continuation pay for the remainder of the contractual term, but not in any event for less than twenty-four months from the date of such termination (“Salary Continuation Period”), equal subject to the Executive’s most recent compliance in all material respects with his post-termination obligations under Section 6, (i) within 30 calendar days, any base salary and reimbursable expenses which are accrued and unpaid through such date, (ii) within one month after the month of his Termination Date, a single lump sum equal to twice his annual base salary plus his target bonus (as determined under the bonus plan last then in effect for pursuant to Section 4 and (iii) within one month after the month of his Termination Date, a single lump sum equal to two times the average Annual Bonus Compensation payable to the Executive in respect of the two fiscal years immediately preceding the year in which the Executive’s employment with the Company terminates (with any such year for which no bonus was payable included in such two year average as a zero). In addition, in the event of any such termination, subject to the Executive’s compliance in all material respects with his post-termination obligations under Section 6, the Company agrees that (x) the Company stock options previously granted to Executive will continue to vest according to their terms within such next 24 months (beginning with the month following the month in which the Termination Date occurs, after which time the unvested remainder will lapse) and such vested options may be exercised within the remaining term of such options as provided in the respective option agreements, and (y) the Company shall pay the premiums necessary to continue in effect for Executive’s group health coverage for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. (d) If the Company shall decide not to renew this Employment Agreement, the Executive shall receive severance pay, for a period of twenty-four twelve months following after the date of expiration of any such termination, the then current term (“Severance Pay”)life insurance, equal to the Executive’s most recent annual salary (excluding any medical benefits and all executive bonus plan amounts). Such severance payments (less applicable payroll taxes) shall be paid periodically dental benefits available to the Executive and his dependents on the date of such termination, subject to such employee contributions and other terms and conditions as are applicable to active employees generally and subject to subsequent modification or termination of such plans to the extent such subsequent actions are also applicable to active employees generally; provided in paragraph 5(a) for that such plan benefits shall terminate earlier on the payment of the Base Salary. The Executive hereby agrees date, if any, that comparable benefits are made available to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take by any legal action against the Company related to said non-renewal and termination of employmentnew employer. (e) During the Salary Continuation Period or Severance Period, the Executive shall be under no obligation to mitigate the costs to the Company of the salary continuation or severance payments, and, no compensation that the Executive may receive from another employer during the salary continuation or severance period shall be offset against amounts owed to Executive hereunder. Notwithstanding the foregoing, in order to be entitled to the payments under paragraphs 9(c) and (d), Executive shall be required to execute and deliver (and not revoke) a release of all employment related claims against the Company in a form attached hereto as Exhibit A.

Payment Upon Termination. (a) If this Employment Agreement In the event the Executive's employment is terminated pursuant to paragraph 8(i) aboveSection 4.1, the Executive shall receive disability pay only be entitled to the following compensation and benefits upon termination: (a) Should this Agreement be terminated pursuant to Subsection 4.1(a) or (b), the Executive shall only be entitled to (i) payment of the Executive's Base Salary for the period from the date of such termination until by the second anniversary Corporation to the end of the Effective Date Notice of Resignation Period; (ii) continued health and welfare insurance benefits coverage in which the Executive was participating at the rate date of 50% termination by the Corporation to the end of the Base SalaryNotice of Resignation Period; (iii) the value of the pro-rated vacation leave with pay for that portion of the calendar year up to the end of the Notice of Resignation Period and any vacation from previous years carried forward in accordance with Section 3.6 of this Agreement, reduced to the extent the Executive's accrued vacation entitlement has not been used by applicable payroll taxes and further reduced him at the time of termination; (iv) any accrued but unpaid business expenses at the date of termination by the amount received by Corporation required to be reimbursed under Section 3.5 of this Agreement; and (v) any entitlements in accordance with the Executive during such period under terms of any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall be paid periodically to stock option plans in which he participated at the Executive as provided in paragraph 5(a) for the payment date of salarytermination. (b) If the Employment Should this Agreement is be terminated pursuant to paragraph 8(iiSubsection 4.1(c) or 8(v) above(e), the Executive shall receive no salary continuation only be entitled to (i) payment of the Executive's Base Salary earned up to the date of termination; (ii) the value of the pro-rated vacation leave with pay or severance payfor that portion of the calendar year in which the employment of the Executive hereunder is terminated that the Executive was actively employed and any vacation from previous years carried forward in accordance with Section 3.6 of this Agreement, to the extent the Executive's accrued vacation entitlement has not been used by him at the time of termination; and (iii) any accrued but unpaid business expenses at the date of termination required to be reimbursed under Section 3.5 of this Agreement. (c) If Should this Employment Agreement is be terminated pursuant to paragraph 8(iiiSubsection 4.1(d) or 8(iv4.1(h), the Corporation's only obligations shall be to: (i) above, or as pay to the Executive (w) any accrued but unpaid Base Salary for services rendered to the date of termination; (x) a result bonus for that portion of the year in which the Executive was actively employed; (y) any accrued but unpaid expenses at the date of termination required to be reimbursed under Section 3.5 of this Agreement; and (z) the value of the pro-rated vacation leave with pay for that portion of the calendar year in which the employment of the Executive having hereunder is terminated that the Executive was actively employed and any vacation from previous years carried forward in accordance with Section 3.6 of this Employment Agreement Agreement, to the extent the Executive's accrued vacation entitlement has not been used by him at the time of termination. The amount of the bonus payable under this Subsection 4.2(c)(i) shall be calculated as follows: the product of (s) the average bonus paid to the Executive for the three (3) fiscal years prior to the fiscal year in which his employment is terminated divided by twelve (12), and (t) the number of months the Executive was actively employed in the fiscal year in which his employment is terminated. In the event the Executive's employment is terminated in the first twelve (12) months following a Material Demotionthe Effective Date, the value of such bonus shall be calculated as follows: the product of (s) the target bonus (40% of Base Salary) that the Executive shall would have been entitled to receive salary continuation in the year his employment was terminated, divided by twelve, and (t) the number of months the Executive was actively employed in the fiscal year in which his employment is terminated; (ii) pay for to the remainder Executive an amount equal to six (6) months of the contractual term, but not in any event for less than twenty-four months from his Base Salary as at the date of such termination, to be paid either by lump sum within thirty days of the date of termination or by way of salary continuance on the Corporation's regular pay day, and in accordance with its payroll practices at the date of termination, as is determined by the Corporation; (“Salary Continuation Period”), equal iii) pay to the Executive an amount in lieu of the value of any annual bonus the Executive would have earned had he been employed for the six (6) months immediately following the date of termination. Such amount shall be paid six (6) months following the date of termination and shall be the average bonus (excluding any retention bonus) paid to the Executive for the three (3) fiscal years prior to the fiscal year in which his employment is terminated divided by two (2). In the event the Executive’s most recent annual salary plus his 's employment is terminated in the first twelve (12) months following the Effective Date, the value of such bonus shall be the target bonus (as determined under 40% of Base Salary) that the bonus plan last Executive would have been entitled to receive in effect for the year his employment was terminated divided by two (2); and (iv) continue the Executive). In addition, 's entitlements in accordance with the Company shall pay terms of any stock option plans in which he participated at the premiums necessary to continue Executive’s group health coverage for the Salary Continuation Period under the applicable provisions date of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salarytermination. (d) If Should the Company Agreement be terminated pursuant to Subsection 4.1(f) or 4.1(g), the Corporation's only obligations shall decide not be to: (i) pay to renew the Executive (w) any accrued but unpaid Base Salary for services rendered to the date of termination; (x) a bonus for that portion of the year in which the Executive was actively employed (excluding the Notice Period); (y) any accrued but unpaid expenses at the date of termination required to be reimbursed under Section 3.5 of this Employment Agreement; and (z) the value of the pro-rated vacation leave with pay for that portion of the calendar year in which the employment of the Executive hereunder is terminated that the Executive was actively employed and any vacation from previous years carried forward in accordance with Section 3.6 of this Agreement, to the extent the Executive's accrued vacation entitlement has not been used by him at the time of termination. The amount of the bonus payable under this Subsection 4.2(d)(i) shall be calculated as follows: the product of (s) the average bonus paid to the Executive shall receive severance payfor the three (3) fiscal years prior to the fiscal year in which his employment is terminated divided by twelve (12), for a period and (t) the number of twenty-four months the Executive was actively employed (excluding the Notice Period) in the fiscal year in which his employment is terminated. In the event the Executive's employment is terminated in the first twelve (12) months following the Effective Date, the amount of the bonus payable hereunder shall be calculated as follows: the product of (s) the target bonus (40% of Base Salary) that the Executive would have been entitled to receive in the year his employment was terminated divided by twelve (12), and (t) the number of months the Executive was actively employed (excluding the Notice Period) in the fiscal year in which his employment is terminated; (ii) pay to the Executive an amount equal to twelve (12) months (the “Notice Period”) of his Base Salary as at the date of expiration termination. Payment of the then current term Executive's Base Salary during the Notice Period shall be made either by lump sum within thirty days of the date of termination or by way of salary continuance on the Corporation's regular pay day, and in accordance with its payroll practices at the date of termination, as is determined by the Corporation; (“Severance Pay”), equal iii) pay to the Executive’s most recent Executive an amount in lieu of the value of any annual salary bonus the Executive would have earned had he been employed for the length of the Notice Period. Such amount shall be paid at the end of the Notice Period and shall be calculated as follows: the product of (s) the average bonus (excluding any and all executive bonus plan amounts). Such severance payments (less applicable payroll taxesretention bonus) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment three (3) fiscal years prior to the fiscal year in which his employment is terminated divided by twelve (12), and (t) the number of months in the Notice Period. In the event the Executive's employment is terminated in the first twelve (12) months following the Effective Date, the value of such bonus shall be calculated as follows: the product of (s) the target bonus (40% of Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take any legal action against the Company related to said non-renewal and termination of employment. (e) During the Salary Continuation Period or Severance Period, the Executive shall be under no obligation to mitigate the costs to the Company of the salary continuation or severance payments, and, no compensation that the Executive may receive from another employer during the salary continuation or severance period shall be offset against amounts owed to Executive hereunder. Notwithstanding the foregoing, in order to be would have been entitled to receive in the payments under paragraphs 9(c) year his employment was terminated divided by twelve (12), and (d)t) the number of months in the Notice Period; (iv) continue the Executive's participation in the health and welfare benefit plans (excluding short-term disability, long term disability benefits and life insurance coverage which shall cease on the date of termination) in which the Executive shall be required was participating at the date of termination, until the earlier of (x) the end of the Notice Period; or (y) the date the Executive becomes covered under the benefit plans of another employer. The Corporation's obligation hereunder is conditional on the Executive continuing to execute and deliver pay his share of the premiums; and (and not revokev) a release continue the Executive's entitlements in accordance with the terms of all employment related claims against any stock option plans in which he participated at the Company in a form attached hereto as Exhibit A.date of termination.

Payment Upon Termination. (a) If this Employment Agreement is terminated pursuant to paragraph 8(i) above, the Executive shall receive disability pay from the date Upon termination of such termination until the second anniversary of the Effective Date at the rate of 50% of the Base Salary, reduced by applicable payroll taxes and further reduced by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of salary. (b) If the Employment Agreement is terminated pursuant to paragraph 8(ii) or 8(v) above, the Executive shall receive no salary continuation pay or severance pay. (c) If this Employment Agreement is terminated pursuant to paragraph 8(iii) or 8(iv) above, or as a result of the Executive having terminated this Employment Agreement following a Material Demotion, the Executive shall receive salary continuation pay for the remainder of the contractual term, but not in any event for less than twenty-four months from the date of such termination (“Salary Continuation Period”), equal to the ExecutiveEmployee’s most recent annual salary plus his target bonus (as determined under the bonus plan last in effect for the Executive). In additionemployment, the Company shall pay to Employee within 10 days after termination an amount equal to the premiums necessary to continue Executivesum of (1) Employee’s group health coverage for the Base Salary Continuation Period under the applicable provisions accrued, but unpaid, as of the Consolidated Omnibus Budget Reconciliation Act date of termination; and (“COBRA”), provided Executive elects 2) un-reimbursed expenses accrued to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that the date of termination. The Company shall also pay to Employee three (3) months salary. The additional three (3) months salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically over a three (3) month period in accordance with the Company’s standard payroll practices and be subject to the Executive as provided usual required withholdings; however, in paragraph 5(ano event shall amounts be paid later than two and one-half (2½) for the payment of the Base Salary. (d) If the Company shall decide not to renew this Employment Agreement, the Executive shall receive severance pay, for a period of twenty-four months following the date of expiration close of the then current year in which the Employee terminates employment. If payment is scheduled to extend beyond two and one-half (2½) months following the close of the year in which Employee’s termination occurs, the Company will accelerate such payment so as to exempt the payment as a short-term deferral in accordance with Internal Revenue Code Section 409A and corresponding treasury regulations. b) Upon termination of employment for any reason whatsoever, the Company will provide the Company’s stock transfer agent with letters allowing employee to remove the restrictive legend from the 172,069 common shares held by Employee. Said letter shall be issued concurrent with the termination date and deem the effective date to be 90 days after the termination date, or no later than concurrent with filing the Company’s Form 10-Q, if termination occurs within the period from May 30 to January 15, and concurrent with the filing of the Company’s Form 10-K, if termination occurs between January 15 and May 29. c) Upon termination of employment for any reason whatsoever, if Employee elects COBRA coverage, Employee shall continue to receive following Employee’s Date of Termination the medical, prescription drug, dental and/or health care flexible spending account coverage Employee had in place before Employee’s Date of Termination (“Severance Pay”or generally comparable coverage) pursuant to Employee’s COBRA elections. This coverage will be for Employee and, where applicable, Employee’s spouse or domestic partner and dependents, under similar rights afforded to employees of the Company generally. During the remainder of the Initial Term or Renewal Term (as applicable) the Company will reimburse the Employee for the costs of COBRA to the extent and in the amount the Company would have paid for the Employee’s medical, prescription drug, dental and/or health care flexible spending account coverage (or generally comparable coverage) were the Employee still employed. After the end of Initial Term or Renewal Term (as applicable), equal to the Executive’s most recent annual salary (excluding Employee shall bear the full costs of any and all executive bonus plan amounts). Such severance payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take any legal action against the Company related to said non-renewal and termination of employmentCOBRA coverage. (e) During the Salary Continuation Period or Severance Period, the Executive shall be under no obligation to mitigate the costs to the Company of the salary continuation or severance payments, and, no compensation that the Executive may receive from another employer during the salary continuation or severance period shall be offset against amounts owed to Executive hereunder. Notwithstanding the foregoing, in order to be entitled to the payments under paragraphs 9(c) and (d), Executive shall be required to execute and deliver (and not revoke) a release of all employment related claims against the Company in a form attached hereto as Exhibit A.

Payment Upon Termination. (a) If this Employment Agreement Executive's employment is terminated pursuant to paragraph 8(i) aboveby Bank for "Cause," as defined in Paragraph 1(a), the obligations of Bank and NFC under this Agreement shall cease and Executive shall forfeit all right to receive disability pay from any compensation or other benefits under this Agreement except only salary and reimbursable expenses accrued through the date of such termination until the second anniversary of the Effective Date at the rate of 50% of the Base Salary, reduced by applicable payroll taxes and further reduced by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of salarytermination. (b) If Executive shall voluntarily terminate his employment during the Employment Agreement is terminated pursuant to paragraph 8(ii) or 8(v) aboveTerm other than for "Good Reason," as defined in Paragraph 1(d), the obligations of Bank and NFC under this Agreement shall cease and Executive shall forfeit all right to receive no any compensation or other benefits under this Agreement except only salary continuation pay or severance payand reimbursable expenses accrued through the date of such termination. (c) If this Employment Agreement Executive's employment is terminated pursuant during the Term by reason of Disability, then Executive shall receive, in addition to paragraph 8(iii) or 8(iv) above, or as a result of his disability benefits under the Executive having terminated this Employment Agreement following a Material DemotionBank's long-term disability plan, the Executive shall receive salary continuation pay for the remainder of the contractual term, but not in any event for less than twenty-four months from the date of difference between such termination (“Salary Continuation Period”), equal to the Executive’s most recent annual salary plus disability benefits and his target bonus (as determined under the bonus plan last in effect for the Executive). In addition, the Company shall pay the premiums necessary to continue Executive’s group health coverage for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. (d) If the Company shall decide not to renew this Employment Agreement, the Executive shall receive severance pay, for a period of twenty-four months following the date of expiration of the then current term rate of base salary for six (“Severance Pay”), equal to the Executive’s most recent annual salary (excluding any and all executive bonus plan amounts). Such severance payments (less applicable payroll taxes6) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take any legal action against the Company related to said non-renewal and months after termination of employment. (d) In the event of the death of Executive during the Term, then, in addition to and not in substitution for any other benefits which may be payable by Bank in respect of the death of Executive, the base salary then payable hereunder shall continue to be paid at the then current rate for a period of six (6) months after such death to such beneficiary as shall have been designated in writing by Executive, or if no effective designation exists, then to the estate of Executive. (e) If Executive's employment is terminated by reason of retirement as specified in Paragraph 6(e), the obligations of Bank and NFC under this Agreement shall cease and Executive shall forfeit all right to receive any compensation or other benefits under this Agreement except only salary and reimbursable expenses accrued through the date of such retirement. (f) If Executive's employment is terminated by Bank during the Term for any reason other than for "Cause," or "Disability," or if Executive shall voluntarily terminate his employment during the Term for "Good Reason," Executive shall be entitled to receive, and Bank shall be obligated to pay and provide Executive, the following amounts: (i) An amount in consideration of the covenants by Executive set forth in Paragraphs 8 and 9 below to be determined by an independent certified public accounting firm retained by Bank to be the reasonable value of said covenants as of the date of termination of Executive's employment. Said amount shall be paid in cash in a lump sum in the month next following Executive's termination of employment and shall be treated as a supplemental wage payment under applicable Treasury Regulations subject to federal tax withholding at the flat percentage rate applicable thereto. (ii) The base salary of Executive, at the rate in effect immediately prior to Executive's termination, for the remainder of the Term in effect under Paragraph 2 of this Agreement, from which shall be subtracted the amount payable to Executive pursuant to subparagraph (f)(i) above and the amount, if any, payable to Executive under any then effective severance pay plan of Bank, payable in accordance with normal payroll practices of Bank, or at Bank's option the commuted value (determined by discounting all payments at a rate equal to the bond equivalent yield of the latest two-year Treasury Bill auction) of xxxh salary to be paid in cash in a lump sum in the month next following Executive's termination of employment and to be treated as a supplemental wage payment under applicable Treasury Regulations subject to federal tax withholding at the flat percentage rate applicable thereto; provided that if Executive's termination is after a Change-in-Control such payment shall be in the form of a lump sum as aforesaid, but calculated without any discount as aforesaid. (iii) An amount equal to the aggregate amounts that Bank would have contributed on behalf of Executive under Bank's Thrift Plan, if any such plan shall be in effect, until the end of the Term (plus estimated earnings thereon) had Executive continued in the employ of Bank until the end of the Term and made contributions under said plan at a rate, as a percentage of salary, equal to the rate at which Executive had made contributions to said plan in the plan year immediately preceding Executive's termination. (iv) Additional retirement benefits equal to the difference between (A) the annual pension benefits that would have been payable to Executive under the Retirement Plan of Bank (the "Plan") and under any supplemental retirement plan or agreement covering Executive ("Supplemental Plan"), if Executive had been continued in the employ of Bank until the end of the Term and had received compensation at least equal to that specified in Paragraph 4(a) of this Agreement until such time, and (B) the annual benefits actually payable to Executive under the Plan and any such Supplemental Plan, the discounted present value of such additional benefits, as calculated by the independent actuary for the Plan, to be payable in a lump sum to Executive within thirty (30) days after the expiration of the non-competition period specified in Paragraph 9(a) of this Agreement, provided that Executive shall not have breached said non-competition provisions. (v) To the extent that any form of compensation previously granted to Executive, such as, by way of example only, restricted stock or performance share awards, shall not be fully vested or shall require additional service as an employee at the time of the termination of Executive's employment, Executive shall be credited with additional service through the end of the Term for such purpose. (vi) During the Salary Continuation Period period of eighteen (18) months following Executive's termination of employment (or Severance Period, the Executive such other period as shall be under no obligation to mitigate prescribed by the costs to then applicable COBRA law) (the Company of the salary "continuation or severance payments, and, no compensation that the Executive may receive from another employer during the salary continuation or severance period shall be offset against amounts owed to Executive hereunder. Notwithstanding the foregoing, in order to be entitled to the payments under paragraphs 9(c) and (dperiod"), Executive shall be required continue to execute receive such individual and/or family health benefits coverage as he was receiving at the time of termination of employment, with Bank and deliver Executive paying the same portion of the cost of such coverage as existed at the time of Executive's termination, for so long during the continuation period as Executive elects to continue coverage and pays his portion of the costs of coverage. (vii) To the extent that Bank maintains life insurance for the benefit of Executive at the time of Executive's termination of employment, Executive shall have the right to convert such policy to an individually owned term life policy (to the extent permitted under the governing contracts) and not revokeBank will pay an annual amount of up to one hundred fifty percent (150%) of the amount of the average annual premium paid for such life insurance on behalf of Executive over the three (3) fiscal years of Bank preceding termination of employment to continue up to the same amount of coverage on a release term basis for the remainder of all employment related claims against Executive's Term. Executive shall have the Company right to pay any additional premium amount to maintain the full amount of insurance in effect or elect to receive lesser coverage for the same premium. Executive shall also have the right to decline any continued insurance coverage, in which event Bank will pay to Executive in a form attached hereto single sum an amount equal to the discounted present value of the cost of continued coverage as Exhibit A.aforesaid. (viii) Bank shall not be obligated to continue any disability or disability income insurance on behalf of Executive following the date of Executive's termination of employment. To the extent permitted under any contracts, programs or policies of such nature in effect at the time of such termination, Executive may continue at his sole cost and expense coverage thereunder for a period of up to eighteen (18) months. (ix) During the balance of the Term, Executive shall continue to receive such perquisites, other than those specified in the preceding subparagraphs above, as he was receiving at the time of termination of employment with, to the extent applicable, the same cost sharing with Bank as was in effect immediately prior to Executive's termination of employment. (x) If Executive's termination is after a Change-in-Control, Bank shall reimburse Executive for the amount of any reasonable legal fees and expenses incurred by Executive in any successful action (whether or not arbitration or litigation shall be involved) to obtain or enforce any right or benefit provided to Executive by Bank hereunder or as confirmed or acknowledged hereunder.

Payment Upon Termination. (a) If this Employment Agreement Executive's employment is terminated pursuant to paragraph 8(i) aboveby Company for Cause, as defined in Paragraph 1(a), the obligations of Company under this Agreement shall cease and Executive shall forfeit all right to receive disability pay from any compensation or other benefits under this Agreement except only compensation or benefits accrued or earned and vested (if applicable) by Executive as of the date of such termination until termination, including base salary through the second anniversary date of termination, benefits payable under the terms of any qualified or nonqualified retirement plans or deferred compensation plans maintained by Company, any accrued vacation pay as of the Effective Date at the rate date of 50% of the Base Salary, reduced termination not yet paid by applicable payroll taxes Company and further reduced by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall benefits required to be paid periodically by law such as continued health care coverage pursuant to the Executive as provided in paragraph 5(aConsolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") for (collectively, the payment of salary"Accrued Obligations"). (b) If Executive shall voluntarily terminate Executive's employment during the Employment Agreement is terminated pursuant to paragraph 8(ii) or 8(v) aboveTerm other than for Good Reason, as defined in Paragraph 1(e), the obligations of Company under this Agreement shall cease and Executive shall forfeit all right to receive no salary continuation pay any compensation or severance pay.other benefits under this Agreement except only the Accrued Obligations. 81 (c) If this Employment Agreement is terminated pursuant In the event of the death of Executive during the Term, then, in addition to paragraph 8(iiithe Accrued Obligations and any other benefits which may be payable by Company in respect of the death of Executive, the base salary then payable hereunder shall continue to be paid at the then current rate for a period of six (6) or 8(iv) abovemonths after such death to such beneficiary as shall have been designated in writing by Executive, or as a result of the Executive having terminated this Employment Agreement following a Material Demotionif no effective designation exists, the Executive shall receive salary continuation pay for the remainder of the contractual term, but not in any event for less than twenty-four months from the date of such termination (“Salary Continuation Period”), equal then to the estate of Executive’s most recent annual salary plus his target bonus (as determined under the bonus plan last in effect for the Executive). In addition, the Company shall pay the premiums necessary to continue Executive’s group health coverage for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. (d) If the Company shall decide not to renew this Employment AgreementExecutive's employment is terminated by reason of Executive's attainment of age sixty-five (65), the obligations of Company under this Agreement shall cease and Executive shall forfeit all right to receive severance pay, for a period of twenty-four months following any compensation or other benefits under this Agreement except only the date of expiration of the then current term (“Severance Pay”), equal to the Executive’s most recent annual salary (excluding any and all executive bonus plan amounts). Such severance payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take any legal action against the Company related to said non-renewal and termination of employmentAccrued Obligations. (e) During If Executive's employment is terminated by Company during the Salary Continuation Period Term for any reason other than for Cause, or Severance PeriodExecutive's death, or Executive's attainment of age sixty- five (65), or if Executive's employment is terminated during the Term by reason of Executive's Disability, or if Executive shall be under no obligation to mitigate the costs to the Company of the salary continuation or severance payments, and, no compensation that the Executive may receive from another employer voluntarily terminate Executive's employment during the salary continuation or severance period shall be offset against amounts owed to Executive hereunder. Notwithstanding the foregoing, in order to be entitled to the payments under paragraphs 9(c) and (d)Term for Good Reason, Executive shall be required entitled to execute receive, and deliver Company shall be obligated to pay and provide Executive, the following amounts: (i) An amount in consideration of the covenants by Executive set forth in Paragraphs 8 and not revoke) a release 9 below to be determined by an independent certified public accounting firm selected by Executive and retained by Company to be the reasonable value of all employment related claims against said covenants as of the Company date of termination of Executive's employment. Said amount shall be paid in cash in a form attached hereto lump sum in the month next following Executive's date of termination of employment and shall be treated as Exhibit A.a supplemental wage payment under applicable Treasury Regulations subject to federal tax withholding at the flat percentage rate applicable thereto. (ii) An amount equal to three (3) times the base salary of Executive, at the rate in effect immediately prior to the date of termination, plus an amount equal to three (3) times the bonus paid or payable with respect to the fiscal year immediately preceding the date of termination or, if higher, three (3) times the average bonus payable to Executive in respect of the three (3) full fiscal years immediately preceding the Effective Date. There shall be subtracted from the aggregate amount determined in accordance with the immediately preceding sentence the amount payable to Executive pursuant to subparagraph (e)(i) above in respect of the covenants by Executive set forth in Paragraphs 8 and 9 below and the amount, if any, payable to Executive under any then effective severance pay plan of Company. Such resulting amount shall be payable in equal installments over the three (3)-year period commencing on the date of termination of employment in accordance with the normal payroll practices of Company or, at Company's option, the entire amount (determined without any discount) shall be paid in cash in a lump sum in the month next following Executive's date of termination of employment and shall be treated as a supplemental wage payment under applicable Treasury Regulations subject to federal tax withholding at the flat percentage rate applicable thereto. 82 (iii) An amount equal to the aggregate amounts that Company would have contributed on behalf of Executive under Company's qualified defined contribution retirement plan(s), if any such plan(s) shall be in effect (other than amounts attributable to Executive's before-tax contributions to such plan(s)) plus estimated earnings thereon had Executive continued in the employ of Company for the three (3)-year period commencing on the date of termination and made contributions under said plan(s) at a rate, as a percentage of salary, equal to the rate at which Executive had made contributions to said plan(s) in the plan year immediately preceding Executive's termination, to be payable in a lump sum to Executive within thirty (30) days after the expiration of the non-competition period specified in Paragraph 9(a) of this Agreement, provided that Executive shall not have breached said non-competition provisions.

Payment Upon Termination. (a) If this Employment Agreement In the event the Executive’s employment is terminated pursuant to paragraph 8(iSection 4.1, the following shall constitute the full monetary or other entitlement owing to the Executive upon termination: a) aboveIn the event this Agreement is terminated for any reason, the Executive shall receive disability pay from be entitled to the following: (i) payment of the Executive’s accrued wages earned up to the date of such termination until the second anniversary termination; (ii) payment of the Effective Date at the rate of 50% value of the Base Salary, reduced by applicable payroll taxes and further reduced by the amount received Executive’s accrued vacation entitlement that has not been used by the Executive during at the time of termination; (iii) except for termination pursuant to Section 4.1(b), a prorated Bonus for that portion of the year in which the Executive was actively employed. The amount of any such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments Bonus shall be calculated as follows: the product of (A) the average Bonus paid periodically to the Executive as provided in paragraph 5(a) for the two (2) fiscal years prior to the fiscal year in which his employment is terminated or, if such information is not available, Executive’s target bonus divided by twelve (12), multiplied by (B) the number of months the Executive was actively employed in the fiscal year in which his employment is terminated; (iv) payment of salaryany accrued and unpaid business expenses at the date of termination required to be reimbursed under Section 3.4 of this Agreement; (v) any rights in respect of any equity based compensation to which the Executive may be entitled to at the time of such termination shall be dealt with in accordance with the terms of the Share Compensation Plan or other form of equity-based compensation in accordance with the respective plans. (b) If Should the Employment Agreement is be terminated pursuant to paragraph 8(iiSubsection 4.1(d) or 8(v) above4.1(e), the Executive shall receive no salary continuation pay or severance pay.also be entitled to: (ci) Payment of a lump sum amount equal to 24 month’s Base Salary; (ii) payment of a lump sum amount in lieu of any Bonus entitlement to be calculated as follows: 24 months’ average annual Bonus, earned by the Executive in the two (2) years immediately preceding termination. If this Employment Agreement is terminated before the Executive completes two (2) years’ service under this Agreement, the average annual Bonus shall be calculated based on the target Bonus for any incomplete year(s) of service and the actual Bonus earned for each completed year of service; (iii) the payments specified in Sections 4.2 shall be made in a lump sum, less deductions required by law, on the next regular payroll date of the Company following the date of termination; and (iv) continued participation in the insurance benefits in which the Executive was participating pursuant to paragraph 8(iii) or 8(iv) Section 3.3, above, or as a result of the date of termination, until the earlier of (x) the date twenty-four (24) months after the date of termination, or (y) the date the Executive having terminated this Employment Agreement following becomes eligible for substantially similar benefits under a Material Demotionbenefit plan, program or arrangement through a different employer of him or his spouse. In the event that the Executive's continued participation in any such plan, program or arrangement of the Company is prohibited by the terms of such plan or applicable benefit-continuation laws, the Company shall arrange to provide the Executive shall receive salary continuation pay with an amount equal to the value to the Executive (as determined by the Company's auditors) of such benefits calculated for the remainder of the contractual term, but not in any event for less than twenty-four months from the date of such termination (“Salary Continuation Period”), equal to the Executive’s most recent annual salary plus his target bonus (as determined under the bonus plan last in effect for the Executive). In addition, the Company shall pay the premiums necessary to continue Executive’s group health coverage for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this 24) month period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. (d) If the Company shall decide not to renew this Employment Agreement, the Executive shall receive severance pay, for a period of twenty-four months following the date of expiration of the then current term (“Severance Pay”), equal to the Executive’s most recent annual salary (excluding any and all executive bonus plan amounts). Such severance payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take any legal action against the Company related to said non-renewal and termination of employment. (e) During the Salary Continuation Period or Severance Period, the Executive shall be under no obligation to mitigate the costs to the Company of the salary continuation or severance payments, and, no compensation that the Executive may receive from another employer during the salary continuation or severance period shall be offset against amounts owed to Executive hereunder. Notwithstanding the foregoing, in order to be entitled to the payments under paragraphs 9(c) and (d), Executive shall be required to execute and deliver (and not revoke) a release of all employment related claims against the Company in a form attached hereto as Exhibit A.

Payment Upon Termination. (a) If this Employment Agreement Executive's employment is terminated pursuant to paragraph 8(i) aboveby Company for Cause, as defined in Paragraph 1(a), the obligations of Company under this Agreement shall cease and Executive shall forfeit all right to receive disability pay from any compensation or other benefits under this Agreement except only compensation or benefits accrued or earned and vested (if applicable) by Executive as of the date of such termination until termination, including base salary through the second anniversary date of termination, benefits payable under the terms of any qualified or nonqualified retirement plans or deferred compensation plans maintained by Company, any accrued vacation pay as of the Effective Date at the rate date of 50% of the Base Salary, reduced termination not yet paid by applicable payroll taxes Company and further reduced by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall benefits required to be paid periodically by law such as continued health care coverage pursuant to the Executive as provided in paragraph 5(aConsolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") for (collectively, the payment of salary"Accrued Obligations"). (b) If Executive shall voluntarily terminate Executive's employment during the Employment Agreement is terminated pursuant to paragraph 8(ii) or 8(v) aboveTerm other than for Good Reason, as defined in Paragraph 1(e), the obligations of Company under this Agreement shall cease and Executive shall forfeit all right to receive no salary continuation pay any compensation or severance pay.other benefits under this Agreement except only the Accrued Obligations. 9 (c) In the event of the death of Executive during the Term, then, in addition to the Accrued Obligations and any other benefits which may be payable by Company in respect of the death of Executive, the base salary then payable hereunder shall continue to be paid at the then current rate for a period of six (6) months after such death to such beneficiary as shall have been designated in writing by Executive, or if no effective designation exists, then to the estate of Executive. (d) If this Employment Agreement Executive's employment is terminated pursuant by reason of Executive's attainment of age sixty-five (65), the obligations of Company under this Agreement shall cease and Executive shall forfeit all right to paragraph 8(iiireceive any compensation or other benefits under this Agreement except only the Accrued Obligations. (e) or 8(iv) aboveIf Executive's employment is terminated by Company during the Term for any reason other than for Cause, or as a result Executive's death, or Executive's attainment of age sixty-five (65), or if Executive's employment is terminated during the Term by reason of Executive's Disability, or if Executive shall voluntarily terminate Executive's employment during the Term for Good Reason, Executive shall be entitled to receive, and Company shall be obligated to pay and provide Executive, the following amounts: (i) An amount in consideration of the covenants by Executive having terminated this Employment Agreement following a Material Demotion, set forth in Paragraphs 8 and 9 below to be determined by an independent certified public accounting firm selected by Executive and retained by Company to be the Executive shall receive salary continuation pay for the remainder reasonable value of the contractual term, but not in any event for less than twenty-four months from said covenants as of the date of termination of Executive's employment. Said amount shall be paid in cash in a lump sum in the month next following Executive's date of termination of employment and shall be treated as a supplemental wage payment under applicable Treasury Regulations subject to federal tax withholding at the flat percentage rate applicable thereto. (ii) An amount equal to three (3) times the base salary of Executive, at the rate in effect immediately prior to the date of termination, plus an amount equal to three (3) times the bonus paid or payable with respect to the fiscal year immediately preceding the date of termination or, if higher, three (3) times the average bonus payable to Executive in respect of the three (3) full fiscal years immediately preceding the Effective Date. There shall be subtracted from the aggregate amount determined in accordance with the immediately preceding sentence the amount payable to Executive pursuant to subparagraph (e)(i) above in respect of the covenants by Executive set forth in Paragraphs 8 and 9 below and the amount, if any, payable to Executive under any then effective severance pay plan of Company. Such resulting amount shall be payable in equal installments over the three (3)-year period commencing on the date of termination of employment in accordance with the normal payroll practices of Company or, at Company's option, the entire amount (determined without any discount) shall be paid in cash in a lump sum in the month next following Executive's date of termination of employment and shall be treated as a supplemental wage payment under applicable Treasury Regulations subject to federal tax withholding at the flat percentage rate applicable thereto. 10 (iii) An amount equal to the aggregate amounts that Company would have contributed on behalf of Executive under Company's qualified defined contribution retirement plan(s), if any such plan(s) shall be in effect (other than amounts attributable to Executive's before-tax contributions to such plan(s)) plus estimated earnings thereon had Executive continued in the employ of Company for the three (3)-year period commencing on the date of termination (“Salary Continuation Period”)and made contributions under said plan(s) at a rate, as a percentage of salary, equal to the rate at which Executive had made contributions to said plan(s) in the plan year immediately preceding Executive’s 's termination, to be payable in a lump sum to Executive within thirty (30) days after the expiration of the non-competition period specified in Paragraph 9(a) of this Agreement, provided that Executive shall not have breached said non-competition provisions. (iv) An amount equal to the difference between: (A) benefits which would have been payable to Executive under any deferred compensation agreement between Company and Executive, if any such agreement shall be in effect, had Executive continued in the employ of Company for the three (3)-year period commencing on the date of termination, received compensation at least equal to that specified in Paragraph 4 of this Agreement during such time, and deferred pursuant to said deferred compensation agreement the amount of compensation specified therein; and (B) the benefits actually payable to Executive under such deferred compensation agreement; such amount to be payable in a lump sum to Executive within thirty (30) days after the expiration of the non-competition period specified in Paragraph 9(a) of this Agreement, provided that Executive shall not have breached said non-competition provisions. (v) Additional retirement benefits equal to the difference between: (A) the annual pension benefits that would have been payable to Executive under Company's qualified defined benefit retirement plan (the "Plan") and under any nonqualified supplemental executive retirement plan covering Executive (the "Supplemental Plan"), if any such Plan or Supplemental Plan shall be in effect, if Executive had been continued in the employ of Company for the three (3)-year period commencing on the date of termination and had received compensation at least equal to that specified in Paragraph 4(a) of this Agreement during such time and had been fully vested in the benefits payable under any such Plan and Supplemental Plan; and (B) the annual benefits actually payable to Executive under any such Plan and Supplemental Plan. The discounted present value of such additional benefits, shall be payable to Executive in a lump sum, as calculated by the independent actuary for the Plan using the assumptions specified in the Plan, within thirty (30) days after the expiration of the non-competition period specified in Paragraph 9(a) of this Agreement, provided that Executive shall not have breached said non-competition provisions. (vi) At the date of termination of Executive's employment, Executive shall be fully vested in any form of compensation previously granted to Executive (other than benefits payable under a qualified retirement plan), such as, by way of example only, restricted stock, stock options, and performance share awards. 11 (vii) If Executive's employment is terminated by reason of Executive's Disability, Executive shall be entitled to receive, in addition to the other benefits provided under this Paragraph 7(e), disability benefits at least equal to the most recent annual salary plus his target bonus favorable of those provided by Company or Parent to disabled employees in accordance with the most favorable plans, programs, practices and policies of Company or Parent in effect at any time during the ninety (90)-day period immediately preceding the Effective Date or, if more favorable to Executive, as determined in effect on the date of Executive's Disability with respect to other key employees of Company or Parent. (viii) During the three (3)-year period commencing on the date of termination, or such longer period as any plan, program, practice or policy may provide, Executive shall continue to participate in all life, health, disability and similar welfare benefit plans and programs of Company to the extent that such continued participation is possible under the bonus general terms and provisions of such plans and programs, and Executive shall be credited with additional service attributable to the three (3)-year period commencing on the date of termination for purposes of determining eligibility to participate in any such plans or programs maintained by Company for retirees, with Company and Executive paying the same portion of the cost of each such plan last in effect for or program as existed at the time of Executive)'s termination. In additionthe event that Executive's continued participation (or commencement of participation for plans or programs for retirees) is not permitted, the then in lieu thereof, Company shall pay acquire, with the premiums necessary to continue Executive’s group health same cost sharing, individual insurance policies providing comparable coverage for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this periodExecutive; provided, however, that Company shall not be obligated to pay more than three (3) times Company's current cost for comparable group coverage. If any such individual coverage is unavailable, then Company shall pay to Executive annually for the salary continuation three (3)-year period commencing on the date of termination an amount equal to the sum of the average annual contributions, payments, bonus and other benefits described credits, or allocations made by Company for such coverage on Executive's behalf (or the average such contributions, payments, credits, or allocations for retirees, in this paragraph 9(cthe case of retiree coverage) shall cease if over the Executive shall, directly or indirectly, be in breach three (3) calendar years preceding the date of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment termination of the Base SalaryExecutive's employment. (dix) If During the Company shall decide not to renew this Employment Agreement, the Executive shall receive severance pay, for a three (3)-year period of twenty-four months following commencing on the date of expiration termination, Executive shall continue to receive such perquisites, other than those specified in the preceding subparagraphs above, as Executive was receiving at the date of the then current term (“Severance Pay”)termination of employment with, equal to the extent applicable, the same cost sharing with Company as was in effect immediately prior to Executive’s most recent annual salary (excluding any and all executive bonus plan amounts). Such severance payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take any legal action against the Company related to said non-renewal and 's termination of employment. (ex) During Company shall reimburse Executive for the Salary Continuation Period amount of any reasonable legal or Severance Period, the accounting fees and expenses incurred by Executive shall be under no obligation to mitigate the costs to the Company of the salary continuation obtain or severance payments, and, no compensation that the Executive may receive from another employer during the salary continuation enforce any right or severance period shall be offset against amounts owed benefit provided to Executive by Company hereunder or as confirmed or acknowledged hereunder. Notwithstanding the foregoing, in order to be entitled to the payments under paragraphs 9(c) and (d), Executive shall be required to execute and deliver (and not revoke) a release of all employment related claims against the Company in a form attached hereto as Exhibit A..

Payment Upon Termination. (a) If this Upon termination of the Employment Agreement is terminated pursuant to paragraph 8(iTerm for any reason other than (i) aboveExecutive's death, or (ii) by the Company other than for Cause (as defined in Exhibit C attached hereto) or (iii) by the Company during Executive's Disability (as defined in Exhibit C attached hereto), Executive shall be entitled to receive disability pay from the compensation owed to Executive but unpaid for performance rendered under this Agreement as of the date of such termination until and any additional compensation he may be entitled to receive under the second anniversary terms of the Effective Date at the rate of 50% of the Base Salary, reduced by applicable payroll taxes and further reduced by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of salaryemployee benefit plan. (b) If Upon termination of the Employment Term by the death of Executive, Executive's estate shall be entitled to receive the compensation under Section 2.1 as calculated and owed to Executive but unpaid for performance rendered under this Agreement is terminated pursuant as of the date of termination and any additional compensation he may be entitled to paragraph 8(iireceive under the terms of any employee benefit plan plus the Company will pay to the personal representative of Executive, a lump sum amount equal to one-half of Executive's annual Base Compensation under Section 2.1 as in effect on the date of his death plus, to the extent reasonably calculable under any bonus program then applicable to Executive, a prorata portion (calculated as of the date of Executive's death) or 8(v) above, of the bonus that Executive shall receive no salary continuation pay or severance paywould have earned if Executive had remained employed by the Company at the end of the fiscal year in which his death occurred. (c) If this In the event that during the Employment Agreement is terminated pursuant to paragraph 8(iii) or 8(iv) aboveTerm Executive becomes Disabled and the Company thereafter terminates Executive's employment during the continuation of such Disability, or as a result of the Executive having terminated this Employment Agreement following a Material Demotion, the Executive shall be entitled to receive salary continuation pay the compensation under Section 2.1 as calculated and owed to Executive but unpaid for the remainder performance rendered under this Agreement as of the contractual term, but not in any event for less than twenty-four months from the date of such termination (“Salary Continuation Period”)and any additional compensation he may be entitled to receive under the terms of any employee benefit plan plus, equal to the extent reasonably calculable under any bonus program then applicable to Executive’s most recent annual salary plus his target bonus , a prorata portion (calculated as determined under of the date of Executive's Disability) of the bonus plan last that Executive would have earned if Executive had remained employed by the Company at the end of the fiscal year in effect for the Executive)which his Disability occurred. In addition, the Company shall pay to Executive, for up to ninety (90) days, an amount equal to the premiums necessary difference between the amount of Executive's then level of Base Compensation payable pursuant to continue Executive’s group health coverage for the Salary Continuation Period under the applicable provisions Section 2.1 and 150% of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided amount paid to Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if any short-term disability insurance policy obtained by the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be and paid periodically by the Company through the Company's group coverage until the Company's long-term disability insurance begins to the Executive as provided in paragraph 5(a) for the payment of the Base Salarypay. (d) If In the event that within two (2) years following the Commencement Date the Company shall decide not to renew this Employment Agreementterminates Executive's employment other than for Cause, unless the Executive shall receive severance pay, for a period provisions of twenty-four months following the date of expiration of the then current term (“Severance Pay”), equal to the Executive’s most recent annual salary (excluding any and all executive bonus plan amounts). Such severance payments (less applicable payroll taxesSection 3(f) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take any legal action against the Company related to said non-renewal and termination of employment. (e) During the Salary Continuation Period or Severance Period, the Executive shall be under no obligation to mitigate the costs to the Company of the salary continuation or severance payments, and, no compensation that the Executive may receive from another employer during the salary continuation or severance period shall be offset against amounts owed to Executive hereunder. Notwithstanding the foregoing, in order to be entitled to the payments under paragraphs 9(c) and (d)apply, Executive shall be required entitled to execute receive the compensation under Section 2.1 as calculated and deliver (owed to Executive but unpaid for performance rendered under this Agreement as of the date of termination and not revoke) a release of all employment related claims against the Company in a form attached hereto will be obligated to pay Executive his annual Base Compensation under Section 2.1 as Exhibit A.of the date of termination of such employment from the date of such termination for twelve (12)

Payment Upon Termination. (a) If this Employment Agreement is terminated pursuant to paragraph 8(i) above, the Executive shall not receive disability any severance pay from the date of such termination until the second anniversary of the Effective Date at the rate of 50% of the Base Salary, reduced by applicable payroll taxes and further reduced unless otherwise provided by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall be paid periodically ’s severance pay policies that are generally applicable to the Executive as provided in paragraph 5(a) for the payment of salaryall employees, if any. (b) If the Employment Agreement is terminated pursuant to paragraph 8(ii) or 8(v) above, the Executive shall receive no salary continuation pay or severance pay. (c) If this Employment Agreement is terminated pursuant to paragraph 8(iii) or 8(iv8(ii) above, or as a result of the Executive having terminated this Employment Agreement following a Material Demotion, the Executive shall receive salary continuation pay for the remainder of the contractual term, but not in any event for less than twenty-four months from the date of such termination (“Salary Continuation Period”), equal to the Executive’s most recent annual salary plus his target bonus (as determined under the bonus plan last in effect for the Executive). In addition, the Company shall pay the premiums necessary to continue Executive’s group health coverage for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c9(b) shall cease if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. (d) If the Company shall decide not to renew this Employment Agreement, the Executive shall receive severance pay, for a period of twenty-four months following the date of expiration of the then current term (“Severance Pay”), equal to the Executive’s most recent annual salary (excluding any and all executive bonus plan amounts). Such severance payments (less applicable payroll taxes) employment shall be paid periodically deemed terminated pursuant to the Executive as provided in paragraph 5(a8(i) for the payment of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take any legal action against the Company related to said non-renewal and termination of employmentabove. (e) During the Salary Continuation Period or Severance Period, the Executive shall be under no obligation to mitigate the costs to the Company of the salary continuation or severance payments, and, no compensation that the Executive may receive from another employer during the salary continuation or severance period Salary Continuation Period shall be offset against amounts owed to Executive hereunder. Notwithstanding the foregoing, in order to be entitled to the payments payments, if any, under paragraphs 9(c9(a) and (db), Executive shall be required to execute and deliver (and not revoke) a release of all employment related claims against the Company in a form attached hereto as Exhibit A.

Payment Upon Termination. (a) If this Employment Agreement the employment of the Executive is terminated pursuant to paragraph 8(isubsections (i) aboveor (iii) of Section 7(a), the Executive shall receive disability Company will pay from the date of such termination until the second anniversary of the Effective Date at the rate of 50% of the Base Salary, reduced by applicable payroll taxes and further reduced by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall be paid periodically to the Executive as provided in paragraph 5(aExecutive, within 30 calendar days, any base salary and reimbursable expenses pursuant to Section 4(a) for and Section 4(d) which are accrued but unpaid through the payment of salaryTermination Date. (b) If the Employment Agreement employment of the Executive is terminated pursuant to paragraph 8(iisubsections (ii), (iv) or 8(v(v) aboveof Section 7(a) prior to a Change in Control, the Company will pay the Executive, subject to the Executive's compliance in all material respects with his post-termination obligations under Section 6, (i) within 30 calendar days, any base salary and reimbursable expenses which are accrued and unpaid through such date, (ii) commencing one month after the month of his Termination Date, 24 monthly payments each equal to 1/24 of a sum equal to twice his annual base salary then in effect pursuant to Section 4 and (iii) commencing one month after the month of his Termination Date, 24 monthly payments each equal to 1/24 of a sum equal to two times the greater of (x) the Minimum Bonus or (y) the average Annual Bonus Compensation payable to the Executive in respect of the two fiscal years immediately preceding the year in which the Executive's employment with the Company terminates (with any such year for which no bonus was payable included in such two year average as a zero). In addition, in the event of any such termination, subject to the Executive's compliance in all material respects with his post-termination obligations under Section 6, the Company agrees that (x) the Company stock options previously granted to Executive will continue to vest according to their terms within such next 24 months (beginning with the month following the month in which the Termination Date occurs, after which time the unvested remainder will lapse) and such vested options may be exercised within the remaining term of such options as provided in the respective option agreements, and (y) the Company shall receive no salary continuation continue in effect for Executive, for a period of 24 months after the date of any such termination, the life insurance benefits, medical benefits and dental benefits, the disability plan, the tax preparation and investment advisory services and any other employee benefits made generally available to senior executives of the Company on and after the date hereof through the end of the 24- month post-termination period, subject to such employee contributions and other terms and conditions as are applicable to active employees generally and subject to subsequent modification or termination of such plans to the extent such subsequent actions are also applicable to active employees generally; provided that such plan benefits shall terminate earlier on the date, if any, that comparable benefits are made available to the Executive by any new employer. To the degree that any of the above employee benefit programs are not available to Executive on account of his status as a non-employee after termination of employment, the Company shall provide for economically equivalent programs during the 24-month period or pay to executive a lump sum cash amount designed to allow him to obtain economically equivalent benefits or severance payput him in the same economic position on an after tax basis. (c) If this Employment Agreement is terminated pursuant to paragraph 8(iii) or 8(iv) above, or as a result the employment of the Executive having is terminated this Employment Agreement following on or after a Material DemotionChange in Control pursuant to subsections (ii), (iv), (v) or (vi) of Section 7(a), the Executive shall receive salary the same payments, additional option vesting and benefits continuation pay for described in Section 8(b) hereof, except that the remainder monthly payments described in clauses (ii) and (iii) of the contractual term, but not in any event for less than twenty-four months from the date first sentence of such termination (“Salary Continuation Period”), equal to the Executive’s most recent annual salary plus his target bonus (as determined under the bonus plan last in effect for the Executive). In addition, the Company shall pay the premiums necessary to continue Executive’s group health coverage for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxesSection 8(b) shall be aggregated and paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salarya single lump sum without any discount to reflect present value. (d) If the Company shall decide not to renew this Employment Agreement, employment of the Executive shall receive severance pay, for a period of twenty-four months following the date of expiration of the then current term is terminated pursuant to subsections (“Severance Pay”ii), equal to the Executive’s most recent annual salary (excluding any and iv), (v) or (vi) of Section 7(a), all executive bonus plan amounts). Such severance payments Performance Accelerated Stock Options (less applicable payroll taxes"PASOs") shall be paid periodically to held by the Executive as provided on the Termination Date will become vested and immediately exercisable on such Termination Date and shall otherwise remain exercisable for their term in paragraph 5(a) for accordance with the payment of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take any legal action against the Company related to said non-renewal and termination of employmentterms thereof. (e) During If the Salary Continuation Period employment of the Executive is terminated pursuant to subsections (iv) or Severance Period(v) at any time prior to a Change in Control or for any reason after a Change in Control, then without further action by the Company, the Board or any committee thereof, the Executive shall be under no obligation may exercise any vested stock options (including vested PASOs) held by the Executive pursuant to mitigate existing procedures approved by the costs Stock Option Committee for cashless exercise, by surrendering previously owned shares, electing to have the Company withhold shares otherwise deliverable upon exercise of such options, or by providing an irrevocable direction to a broker to sell shares and deliver all or a portion of the proceeds to the Company of the salary continuation or severance payments, and, no compensation that the Executive may receive from another employer during the salary continuation or severance period shall be offset against amounts owed to Executive hereunder. Notwithstanding the foregoingCompany, in order to be entitled any case in an amount equal to the payments under paragraphs 9(c) aggregate exercise price and (d), Executive shall be required any tax withholding obligation attendant to execute and deliver (and not revoke) a release of all employment related claims against the Company in a form attached hereto as Exhibit A.exercise.

Payment Upon Termination. (a) If this Employment Agreement Executive's employment is terminated pursuant to paragraph 8(i) aboveby Company for Cause, as defined in Paragraph 1(a), the obligations of Company under this Agreement shall cease and Executive shall forfeit all right to receive disability pay from any compensation or other benefits under this Agreement except only compensation or benefits accrued or earned and vested (if applicable) by Executive as of the date of such termination until termination, including base salary through the second anniversary date of termination, benefits payable under the terms of any qualified or nonqualified retirement plans or deferred compensation plans maintained by Company, any accrued vacation pay as of the Effective Date at the rate date of 50% of the Base Salary, reduced termination not yet paid by applicable payroll taxes Company and further reduced by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall benefits required to be paid periodically by law such as continued health care coverage pursuant to the Executive as provided in paragraph 5(aConsolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") for (collectively, the payment of salary"Accrued Obligations"). (b) If Executive shall voluntarily terminate Executive's employment during the Employment Agreement is terminated pursuant to paragraph 8(ii) or 8(v) aboveTerm other than for Good Reason, as defined in Paragraph 1(e), the obligations of Company under this Agreement shall cease and Executive shall forfeit all right to receive no salary continuation pay any compensation or severance pay. other benefits under this Agreement except only the Accrued Obligations. 117 (c) If this Employment Agreement is terminated pursuant In the event of the death of Executive during the Term, then, in addition to paragraph 8(iiithe Accrued Obligations and any other benefits which may be payable by Company in respect of the death of Executive, the base salary then payable hereunder shall continue to be paid at the then current rate for a period of six (6) or 8(iv) abovemonths after such death to such beneficiary as shall have been designated in writing by Executive, or as a result of the Executive having terminated this Employment Agreement following a Material Demotionif no effective designation exists, the Executive shall receive salary continuation pay for the remainder of the contractual term, but not in any event for less than twenty-four months from the date of such termination (“Salary Continuation Period”), equal then to the estate of Executive’s most recent annual salary plus his target bonus (as determined under the bonus plan last in effect for the Executive). In addition, the Company shall pay the premiums necessary to continue Executive’s group health coverage for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. (d) If the Company shall decide not to renew this Employment AgreementExecutive's employment is terminated by reason of Executive's attainment of age sixty-five (65), the obligations of Company under this Agreement shall cease and Executive shall forfeit all right to receive severance pay, for a period of twenty-four months following any compensation or other benefits under this Agreement except only the date of expiration of the then current term (“Severance Pay”), equal to the Executive’s most recent annual salary (excluding any and all executive bonus plan amounts). Such severance payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take any legal action against the Company related to said non-renewal and termination of employmentAccrued Obligations. (e) During If Executive's employment is terminated by Company during the Salary Continuation Period Term for any reason other than for Cause, or Severance PeriodExecutive's death, or Executive's attainment of age sixty- five (65), or if Executive's employment is terminated during the Term by reason of Executive's Disability, or if Executive shall be under no obligation to mitigate the costs to the Company of the salary continuation or severance payments, and, no compensation that the Executive may receive from another employer voluntarily terminate Executive's employment during the salary continuation or severance period shall be offset against amounts owed to Executive hereunder. Notwithstanding the foregoing, in order to be entitled to the payments under paragraphs 9(c) and (d)Term for Good Reason, Executive shall be required entitled to execute receive, and deliver Company shall be obligated to pay and provide Executive, the following amounts: (i) An amount in consideration of the covenants by Executive set forth in Paragraphs 8 and not revoke) a release 9 below to be determined by an independent certified public accounting firm selected by Executive and retained by Company to be the reasonable value of all employment related claims against said covenants as of the Company date of termination of Executive's employment. Said amount shall be paid in cash in a form attached hereto lump sum in the month next following Executive's date of termination of employment and shall be treated as Exhibit A.a supplemental wage payment under applicable Treasury Regulations subject to federal tax withholding at the flat percentage rate applicable thereto. (ii) An amount equal to three (3) times the base salary of Executive, at the rate in effect immediately prior to the date of termination, plus an amount equal to three (3) times the bonus paid or payable with respect to the fiscal year immediately preceding the date of termination or, if higher, three (3) times the average bonus payable to Executive in respect of the three (3) full fiscal years immediately preceding the Effective Date. There shall be subtracted from the aggregate amount determined in accordance with the immediately preceding sentence the amount payable to Executive pursuant to subparagraph (e)(i) above in respect of the covenants by Executive set forth in Paragraphs 8 and 9 below and the amount, if any, payable to Executive under any then effective severance pay plan of Company. Such resulting amount shall be payable in equal installments over the three (3)-year period commencing on the date of termination of employment in accordance with the normal payroll practices of Company or, at Company's option, the entire amount (determined without any discount) shall be paid in cash in a lump sum in the month next following Executive's date of termination of employment and shall be treated as a supplemental wage payment under applicable Treasury Regulations subject to federal tax withholding at the flat percentage rate applicable thereto. 118 (iii) An amount equal to the aggregate amounts that Company would have contributed on behalf of Executive under Company's qualified defined contribution retirement plan(s), if any such plan(s) shall be in effect (other than amounts attributable to Executive's before-tax contributions to such plan(s)) plus estimated earnings thereon had Executive continued in the employ of Company for the three (3)-year period commencing on the date of termination and made contributions under said plan(s) at a rate, as a percentage of salary, equal to the rate at which Executive had made contributions to said plan(s) in the plan year immediately preceding Executive's termination, to be payable in a lump sum to Executive within thirty (30) days after the expiration of the non-competition period specified in Paragraph 9(a) of this Agreement, provided that Executive shall not have breached said non-competition provisions.

Payment Upon Termination. (a) If within 18 months of the date of this Employment Agreement Agreement, the employment of the Employee is terminated by the Corporation other than pursuant to paragraph 8(i) aboveSection 5 (c), the Executive Corporation: (i) shall continue to pay Employee the Base Salary in effect immediately prior to the time of such termination (but without any bonus, commission or other similar amounts except as may have been earned and due prior to such termination) for twelve (12) months after the last full day Employee works under this Agreement at its normal payroll payment dates and in accordance with all applicable federal and state laws and (ii) reimburse the Employee for the premiums (if any) for the continuation under the federal COBRA program of such medical/dental insurance as Employee may then receive disability pay (such payments of Base Salary and reimbursements of insurance premiums by the Corporation, the “Severance Benefits”) (subject to the proviso in the next sentence). If the employment of the Employee is terminated by the Corporation other than pursuant to Section 5 (c) more than 18 months from the date of this Employment Agreement, the Corporation: (i) shall continue to pay Employee the Base Salary in effect immediately prior to the time of such termination until (but without any bonus, commission or other similar amounts except as may have been earned and due prior to such termination) for six (6) months after the second anniversary last full day Employee works under this Agreement at its normal payroll payment dates; (ii) shall reimburse Employee for the premiums (if any) he pays for continuation of life insurance should he elect to exercise the conversion feature (if any) of the Effective Date at Corporation’s group life policy then in effect; and (iii) reimburse the rate of 50% of Employee for the Base Salary, reduced by applicable payroll taxes and further reduced by the amount received by the Executive during such period under premiums ( if any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall be paid periodically to the Executive as provided in paragraph 5(a) for the continuation under the federal COBRA program of such medical/dental insurance as Employee may then receive (such payments of Base Salary and reimbursements of insurance premiums by the Corporation, the “Severance Benefits”); provided that the premiums reimbursable pursuant to the foregoing clauses (ii) and (iii) will no longer be provided upon Employee’s eligibility for insurance covering substantially the same insured matters under any other plans or policies from a third party (e.g., spouse’s employer, Employee’s subsequent employer, or any other party with a relationship with Employee). Payments made under this section will be inclusive of any payments required under Section (1.b) of this Employment Agreement. Employee agrees that, (a) his eligibility for or entitlement to the foregoing Severance Benefits shall be subject to Employee’s execution and delivery of a release, in such form as the Corporation may require, that, among other things, may be a general release of any and all claims Employee may have against Employer, (b) Employee shall have no rights or remedies in the event of his or her termination by the Corporation without Cause and other than as a result of Disability or death except for those set forth in this Agreement and (c) Employee’s right to receive any of the foregoing Severance Benefits shall be expressly conditioned upon Employee’s full compliance with the Confidential Information Agreement, pursuant to its continued effectiveness, and Employee’s full cooperation with the Corporation in both fulfilling the terms of this Agreement and the Confidential Information Agreement and otherwise performing such actions as the Corporation may request in transitioning Employee from his employment with the Corporation and upon any breach of either such agreement by Employee, Employee’s rights to any continued payment of salarySeverance Benefits shall immediately cease and Employee shall be obligated to repay to the Corporation all amounts paid by the Corporation for the Severance Benefits except for the amount of $1,000, which Employee shall be entitled to retain. (b) If the Employment Agreement employment of the Employee is terminated pursuant to paragraph 8(ii) or 8(v) aboveby death, the Executive Corporation shall receive no salary continuation pay to the estate of the Employee the compensation which would otherwise be payable to the Employee at the end of the month in which his death occurs and other unpaid amounts to which Employee would have been at that time entitled as an Employee under any applicable compensation or severance paybenefit plan or program. (c) If this Employment Agreement In the event the employment of the Employee is terminated by the Corporation for Cause pursuant to paragraph 8(iiiSection (5) or 8(iv) above, or as a result of the Executive having terminated this Employment Agreement following a Material Demotionhereof, the Executive Employee shall receive salary continuation not be entitled to any Severance Benefits or other continued or additional compensation, and the Corporation shall have no obligation to pay the Employee any amounts, except for Base Salary through the last full day of actual work for the remainder of the contractual term, but not in any event for less than twenty-four months from the date of such termination (“Salary Continuation Period”), equal to the Executive’s most recent annual salary plus his target bonus (as determined under the bonus plan last in effect for the Executive). In addition, the Company shall pay the premiums necessary to continue Executive’s group health coverage for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base SalaryCorporation. (d) If In the Company shall decide not to renew this Employment Agreementevent the Employee voluntarily resigns, the Executive Employee shall receive severance paynot be entitled to any Severance Benefits or other continued or additional compensation, and the Corporation shall have no obligation to pay the Employee any amounts, except for a period Base Salary through the last full day of twenty-four months following actual work for the date of expiration of the then current term Corporation, or, if applicable, amounts payable in accordance with Section (“Severance Pay”1.c), equal and other unpaid amounts to the Executive’s most recent annual salary (excluding which Employee is at that time entitled under any and all executive bonus applicable compensation or benefit plan amounts). Such severance payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take any legal action against the Company related to said non-renewal and termination of employmentor program. (e) During If Employee is incapacitated by a physical or mental condition, illness, or injury that prevents Employee from being able to perform his duties under this Employment Agreement in a satisfactory manner for substantially all of a twelve (12) consecutive week period (or such longer period as may be required by law or that the Salary Continuation Period CEO & President of the Corporation or Severance Periodhis designee may, in his discretion, determine) with any reasonable accommodation that may be required by law, then Employee shall be deemed to be unable to perform his job (any such physical or mental condition, illness, or injury, a “Disability”). In such event, the Executive Corporation may terminate Employee’s employment, in which case Employee shall receive (i) any accrued but unpaid Base Salary and other unpaid amounts to which Employee is at that time entitled under any applicable compensation or benefit plan or program and (ii) all applicable disability benefits consistent with any applicable benefits program. The Corporation shall have no further obligations to Employee. Nothing in this paragraph is intended to or shall operate to excuse the Corporation from any legal obligations it may have under applicable laws. (f) The Corporation shall deduct from the amounts payable to Employee pursuant to this Agreement all required withholding amounts and deductions, including but not limited to federal, state and local withholding amounts in accordance all applicable laws and regulations and deductions authorized by Employee. Employee shall be solely responsible for and shall pay all taxes associated with the amounts payable under no obligation to mitigate the costs to the Company of the salary continuation or severance payments, and, no compensation that the Executive may receive from another employer during the salary continuation or severance period shall be offset against amounts owed to Executive hereunder. Notwithstanding the foregoing, in order to be entitled to the payments under paragraphs 9(c) and (d), Executive shall be required to execute and deliver (and not revoke) a release of all employment related claims against the Company in a form attached hereto as Exhibit A.this Agreement

Payment Upon Termination. This Agreement shall supersede any severance plan, policy, program or arrangement maintained by the Corporation in which the Executive may otherwise be entitled to participate: (a) If this Employment Agreement the employment of the Executive is terminated by the Corporation pursuant to paragraph 8(iSection 5(e) abovehereof, and except as provided in Subsections 6(b) through (e) below, the Corporation shall: (i) continue to pay Executive shall receive disability pay from the date Base Salary in effect immediately prior to the time of such termination until for one (1) year following the second anniversary last full day Executive works prior to the effective date of the Effective Date Executive’s termination under this Agreement, on its normal payroll payment dates, by direct deposit or regular mail at the rate Executive’s election; (ii) pay any Management Incentive Program bonus earned for the calendar year preceding the Executive’s termination but not yet paid, such payment to be made at the same time such payments are normally made for the applicable year to executives who continue in employment; (iii) reimburse Executive for the premiums (if any) he pays for continuation of 50% life insurance should he elect to exercise the conversion feature of the Base SalaryCorporation’s group life policy then in effect for twelve (12) months after the last full day Executive works under this Agreement; and (iv) continue to pay for any medical, reduced dental and/or vision insurance that the Executive elects to continue receiving under COBRA for twelve (12) months after the last full day Executive works prior to the effective date of the Executive’s termination under this Agreement, less the Executive premium contribution paid by similarly-situated active Executives who are enrolled in such coverage. Executive agrees that his eligibility for or entitlement to the foregoing payments or benefits (the “Severance Benefits”) shall be subject to Executive’s execution and delivery of a release agreement (a “Release”), in such form as the Corporation may require, which may include, among other things, in addition to a general release of any and all claims Executive may have, confirmation of the restrictive covenants set forth herein and in any other policies or agreements applicable payroll taxes and further reduced to the Executive. The form of Release currently used by the amount received Corporation is attached hereto as Appendix B, and the Release shall be in substantially similar form with such changes as the Corporation deems appropriate at the time of the Executive’s termination. Executive shall have no rights or remedies in the event of his termination by the Executive during such period Corporation under Section 5(e) except for those expressly set forth in this Agreement. In addition, Executive’s right to receive any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments of the foregoing Severance Benefits shall be paid periodically expressly conditioned upon Executive’s full compliance with the Corporation’s standard Confidential Information Agreement, which shall be re-executed by Executive with this Agreement, and Executive’s full cooperation with the Corporation in fulfilling all the terms of this Agreement, including compliance with Sections 9 through 11 hereof, and performing such actions as the Corporation may reasonably request in transitioning Executive from his employment with the Corporation. In addition to any rights or remedies the Corporation may otherwise have, upon any breach of any agreements herein by Executive, Executive’s rights to any continued payment of Severance Benefits shall immediately cease, and Executive shall be obligated to repay to the Executive as provided in paragraph 5(a) Corporation all amounts paid by the Corporation for the payment Severance Benefits except for the amount of salary$1,000, which Executive shall be entitled to retain. (b) If the Employment Agreement Executive’s employment is terminated by death or total disability (as determined by the Corporation’s long-term disability plan) pursuant to paragraph 8(iiSection 5(b) or 8(vhereof, the Corporation shall pay: (i) aboveany Base Salary earned through the last day of actual employment; and (ii) any Management Incentive Program bonus earned for the calendar year preceding the Executive’s termination but not yet paid. The amounts described in clause (i) above shall be paid as soon as reasonably practicable following the Executive’s termination, and the amount described in clause (ii) above shall be paid at the same time such payments are normally made for the applicable year to executives who continue in employment. Any payments to be made upon the death of the Executive shall receive no salary continuation pay or severance paybe made to the Executive’s estate. (c) If this Employment Agreement is terminated pursuant to paragraph 8(iii) or 8(iv) above, or as a result In the event the employment of the Executive having is terminated this Employment Agreement following a Material Demotionat the election of the Corporation pursuant to Section 5(c) hereof, the Executive shall receive salary continuation pay for only be entitled to his Base Salary through the remainder of the contractual term, but not in any event for less than twenty-four months from the effective date of such termination (“Salary Continuation Period”), equal to or the Executive’s most recent annual salary plus his target bonus (as determined under the bonus plan last in effect for the Executive). In addition, the Company shall pay the premiums necessary to continue Executive’s group health coverage for the Salary Continuation Period under the applicable provisions day of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease actual employment if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salaryearlier. (d) If In the Company shall decide not to renew this Employment Agreementevent the Executive voluntarily terminates his employment on the expiration of the period of employment as provided in Section 1, the Executive shall receive severance pay, for a period of twenty-four months following only be entitled to his Base Salary through the effective date of expiration termination or the last day of actual employment if earlier, to be paid as soon as reasonably practicable following termination, and any Management Incentive Program bonus earned for the then current term (“Severance Pay”), equal to calendar year preceding the Executive’s most recent annual salary (excluding any and all executive bonus plan amounts). Such severance termination but not yet paid, such payment to be made at the same time such payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) are normally made for the payment of the Base Salary. The Executive hereby agrees applicable year to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take any legal action against the Company related to said non-renewal and termination of executives who continue in employment. (e) During In the Salary Continuation Period event the Executive’s employment is terminated by the Corporation under Section 5(e), or Severance Periodby the Executive for Good Reason, in either case upon or at any time within two (2) years following a Change in Control (as such capitalized terms are defined for purposes of Appendix A), the Executive shall be receive: (i) a lump sum payment equal to thirty-six (36) months’ Base Salary, at the rate in effect immediately prior to termination; (ii) a lump sum amount of three (3) times the Target Bonus under no obligation the Management Incentive Program in effect as of termination; (iii) any Management Incentive Program bonus earned for the calendar year preceding the Executive’s termination but not yet paid; and (iv) the right to mitigate continue participation in the costs to Corporation’s medical, dental, vision and life insurance plans for a period of thirty-six (36) months, and the Company Corporation shall pay for the cost of the salary continuation or severance paymentssuch coverage, and, no compensation that less the Executive may receive from another employer during the salary continuation or severance period premium contribution paid by similarly-situated active Executives who then are enrolled in such coverage. The amounts described in clauses (i) and (ii) above shall be offset against amounts owed paid as soon as reasonably practicable following the Executive’s termination, and the amount described in clause (iii) above shall be paid at the same time such payments are normally made for the applicable year to Executive hereunderexecutives who continue in employment. Notwithstanding the foregoing, Executive agrees that his eligibility for or entitlement to the foregoing payments and benefits shall be subject to Executive’s execution and delivery of a Release as described in, Section 6(a) above. In the event amounts payable hereunder are contingent on a Change in order Control for the purposes of Internal Revenue Code Section 280G and it is determined by a public accounting firm or legal counsel authorized to practice before the Internal Revenue Service selected by the Corporation that any payment or benefit made or provided to the Executive in connection with this Agreement or otherwise (collectively, a “Payment”) would be subject to the excise tax imposed by Internal Revenue Code Section 4999 (the “Parachute Tax”), the Payments under this Agreement shall be payable in full or, if applicable, in such lesser amount which would result in no portion of such Payments being subject to the Parachute Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Parachute Tax, results in receipt by the Executive, on an after-tax basis, of the greatest amount of Payments under this Agreement. If Payments are reduced pursuant to this paragraph, severance payments described above payable over time shall first be reduced (beginning with the last such payment), and the other benefits under this Agreement shall thereafter be reduced, to the extent necessary so that no portion of the Payments is subject to the Parachute Tax. The reporting and payment of any Parachute Tax will be Executive’s responsibility and the Corporation will not provide a gross-up or any other payment to compensate Executive for the payment of the Parachute Tax. The Corporation will withhold from the Payments any amounts it reasonably determines is required under Internal Revenue Code Section 4999(c) and the Treasury Regulations thereunder. (f) The Executive shall have no obligation to mitigate any payments due hereunder. Any amounts earned by the Executive from other employment shall not offset amounts due hereunder, except as provided herein or in Section 17. The Corporation’s obligation to pay the Executive the amounts provided hereunder shall not be subject to set-off, counterclaim or recoupment of amounts owed by the Executive to the Corporation or its affiliates, except (i) as provided in this Section and/or (ii) for any specific, stated amounts owed by the Executive to the Corporation, in which case set-off shall be made in a manner consistent with the requirements of Code Section 409A. (g) Notwithstanding any other provision of this Agreement, no subsidy for medical, dental or vision coverage, or extension of such coverage to the Executive, described in this Section 6, shall be provided to the extent the Corporation reasonably determines that providing such subsidy would expose the Corporation (or any health plan thereof) to additional taxes or penalties with respect to the provision of such benefits on a discriminatory basis, but the Corporation shall make reasonable efforts to provide a comparable payment in lieu of such benefit to the extent reasonably possible. (h) The Corporation shall be entitled to withhold from any amounts payable under this Agreement any federal, state, local, or foreign withholding or other taxes or charges which the payments under paragraphs 9(c) and (d), Executive Corporation is required to withhold pursuant to applicable law. The Corporation shall be required entitled to execute and deliver (and not revoke) a release rely on an opinion of all employment related claims against counsel if any questions as to the Company in a form attached hereto as Exhibit A.amount or requirement of withholding shall arise.

Payment Upon Termination. (a) If In the event Employee’s employment under this Employment Agreement is terminated pursuant to paragraph 8(iby (i) aboveEmployer without Cause, (ii) Employer or any successor entity within one (1) year of the Executive shall receive disability pay from the effective date of such termination until the second anniversary a Change of the Effective Date at the rate of 50% of the Base SalaryControl (as hereinafter defined), reduced by applicable payroll taxes and further reduced by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments (iii) Employee for Good Reason, Employee shall be entitled to receive a severance package which will include one (1) year of Base Salary (as defined in Exhibit B) following the effective date of termination, paid periodically to the Executive as provided in paragraph 5(a) for the payment of salary. (b) If the Employment Agreement is terminated pursuant to paragraph 8(ii) or 8(v) above, the Executive shall receive no salary continuation pay or severance pay. (c) If this Employment Agreement is terminated pursuant to paragraph 8(iii) or 8(iv) above, or as a result of the Executive having terminated this Employment Agreement following a Material Demotion, the Executive shall receive salary continuation pay for the remainder of the contractual term, but not in any event for less than twenty-four months from (24) equal semi-monthly installments in accordance with the Employer’s regular payroll practices, the accelerated vesting of any stock grants granted prior to the effective date of such termination (“Salary Continuation Period”)termination, equal and continued participation in any health care benefits provided by the Employer to the Executive’s most recent annual salary plus his target bonus (as determined under the bonus plan last in effect its employees for the Executive). In additionperiod of time during which severance payments are paid to Employee, the Company shall pay the premiums necessary to continue Executive’s group which continued participation in health coverage for the Salary Continuation Period care benefits may be through participation under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), ) and reimbursement of COBRA premiums paid by Employee for such continued participation; provided Executive elects Employee executes and delivers to continue Employer a release in substantially the form attached hereto as Exhibit A and remains eligible for those benefits under COBRAin accordance with the terms of such release. Any and all amounts received by Employee pursuant to this Section 6(b) shall constitute the full and total amount of liquidated damages that Employee shall be entitled to receive from the Employer and its Affiliates, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. (d) If the Company shall decide not to renew this Employment Agreement, the Executive shall receive severance pay, for a period of twenty-four months following the date of expiration of the then current term (“Severance Pay”), equal to the Executive’s most recent annual salary (excluding Employee releases any and all executive bonus plan amounts). Such severance payments (less applicable payroll taxes) shall be paid periodically to other contract or tort claims arising out of Employee’s employment relationship with the Executive as provided in paragraph 5(a) for the payment Employer or any relationship with any of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take any legal action against the Company related to said non-renewal and termination of employment. (e) During the Salary Continuation Period or Severance Period, the Executive shall be under no obligation to mitigate the costs to the Company of the salary continuation or severance payments, and, no compensation that the Executive may receive from another employer during the salary continuation or severance period shall be offset against amounts owed to Executive hereunderAffiliates. Notwithstanding the foregoing, in order the event the time period for Employee to return a validly executed, irrevocable release described in this Section 6(b) spans two taxable years, the salary continuation payments described in this section shall not commence until the second taxable year, with the first such payment including any amounts that would have been paid to Employee prior to such time but for this provision of Section 6(b). For the purposes of this Agreement, a “Change of Control” shall be deemed to occur upon the happening of any of the following: i. If there occurs a change in the composition of the Board of Directors of Company as a result of which fewer than a majority of the directors are the same directors constituting such board as of the Effective Date. ii. Company is party to a merger or consolidation, or series of related transactions, which results in the outstanding shares of Company immediately prior thereto failing to continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving or another entity) Fifty percent (50%) or more of the combined voting power of the voting securities of the Company or such surviving or other entity outstanding immediately after such merger or consolidation. iii. The sale or disposition of all or substantially all of the Company’s assets (or consummation of any transaction, or series of related transactions, having similar effect). (b) In the event Employee’s employment under this Agreement is terminated by Employer due to Employee’s death or Disability, Employee or Employee’s estate shall be entitled to receive Employee’s Base Salary (as defined in Exhibit B) earned and accrued through the payments under paragraphs 9(c) and effective date of termination (dincluding any vested common stock granted to Employee), Executive plus reimbursement for any approved expenses incurred but unpaid as of such date in accordance with Exhibit B, Section 2, all of which shall constitute the full and total amount of liquidated damages that Employee shall be required entitled to execute receive from the Employer and deliver its Affiliates, and Employee releases any and all other contract or tort claims arising out of Employee’s employment relationship with the Employer any relationship with any of the Affiliates. (c) All amounts due and not revoke) a release owing to either Employee or Employer under this Agreement shall be subject to offset to the extent permitted by law by the amount of all employment related claims against the Company in a form attached hereto as Exhibit A.actual damages, if any, caused to either Party by any breach of this Agreement.

Payment Upon Termination. (a) If this Employment Agreement In the event the Executive’s employment is terminated pursuant to paragraph 8(iSection 4.1, the following shall constitute the full monetary or other entitlement owing to the Executive upon termination: a) aboveIn the event this Agreement is terminated for any reason, the Executive shall receive disability pay from be entitled to the following: (i) payment of the Executive’s Base Salary earned up to the date of such termination until the second anniversary termination; (ii) payment of the Effective Date at the rate of 50% value of the Base Salary, reduced by applicable payroll taxes and further reduced by the amount received Executive’s accrued vacation entitlement that has not been used by the Executive during at the time of termination; (iii) except for termination pursuant to Section 4.1(b), a prorated Bonus for that portion of the year in which the Executive was actively employed. The amount of any such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments Bonus shall be calculated as follows: the product of (A) the average Bonus paid periodically to the Executive as provided in paragraph 5(a) for the two (2) fiscal years prior to the fiscal year in which his employment is terminated or, if such information is not available, Executive’s target bonus divided by twelve (12), multiplied by (B) the number of months the Executive was actively employed in the fiscal year in which his employment is terminated; (iv) payment of salaryany accrued and unpaid business expenses at the date of termination required to be reimbursed under Section 3.4 of this Agreement; and (v) any rights in respect of any equity based compensation to which the Executive may be entitled to at the time of such termination shall be dealt with in accordance with the terms of the Share Compensation Plan or other form of equity-based compensation in accordance with the respective plans. (b) If Should the Employment Agreement is be terminated pursuant to paragraph 8(iiSubsection 4.1(d) or 8(v) above4.1(e), the Executive shall receive no salary continuation pay or severance pay.also be entitled to: (ci) Payment of a lump sum amount equal to 24 month’s Base Salary; (ii) payment of a lump sum amount in lieu of any Bonus entitlement to be calculated as follows: 24 months’ average annual Bonus, earned by the Executive in the two (2) years immediately preceding termination. If this Employment Agreement is terminated before the Executive completes two (2) years’ service under this Agreement, the average annual Bonus shall be calculated based on the target Bonus for any incomplete year(s) of service and the actual Bonus earned for each completed year of service; (iii) the payments specified in Sections 4.2 shall be made in a lump sum, less deductions required by law, on the next regular payroll date of the Company following the date of termination; and (iv) continued participation in the insurance benefits in which the Executive was participating pursuant to paragraph 8(iii) or 8(iv) Section 3.3, above, or as a result of the date of termination, until the earlier of (x) the date twenty-four (24) months after the date of termination, or (y) the date the Executive having terminated this Employment Agreement following becomes eligible for substantially similar benefits under a Material Demotionbenefit plan, program or arrangement through a different employer of her or her spouse. In the event that the Executive's continued participation in any such plan, program or arrangement of the Company is prohibited by the terms of such plan or applicable benefit-continuation laws, the Company shall arrange to provide the Executive shall receive salary continuation pay with an amount equal to the value to the Executive (as determined by the Company's auditors) of such benefits calculated for the remainder of the contractual term, but not in any event for less than twenty-four months from the date of such termination (“Salary Continuation Period”), equal to the Executive’s most recent annual salary plus his target bonus (as determined under the bonus plan last in effect for the Executive). In addition, the Company shall pay the premiums necessary to continue Executive’s group health coverage for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this month period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. (d) If the Company shall decide not to renew this Employment Agreement, the Executive shall receive severance pay, for a period of twenty-four months following the date of expiration of the then current term (“Severance Pay”), equal to the Executive’s most recent annual salary (excluding any and all executive bonus plan amounts). Such severance payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take any legal action against the Company related to said non-renewal and termination of employment. (e) During the Salary Continuation Period or Severance Period, the Executive shall be under no obligation to mitigate the costs to the Company of the salary continuation or severance payments, and, no compensation that the Executive may receive from another employer during the salary continuation or severance period shall be offset against amounts owed to Executive hereunder. Notwithstanding the foregoing, in order to be entitled to the payments under paragraphs 9(c) and (d), Executive shall be required to execute and deliver (and not revoke) a release of all employment related claims against the Company in a form attached hereto as Exhibit A.

Payment Upon Termination. (a) If this Employment Agreement is terminated pursuant to paragraph 8(i) above, the Executive shall receive disability pay from the date of such Upon termination until the second anniversary of the Effective Date at the rate of 50% of the Base Salary, reduced by applicable payroll taxes and further reduced by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall be paid periodically to the Executive as provided in paragraph 5(a) Employment Term for the payment of salary. (b) If the Employment Agreement is terminated pursuant to paragraph 8(ii) or 8(v) above, the Executive shall receive no salary continuation pay or severance pay. (c) If this Employment Agreement is terminated pursuant to paragraph 8(iii) or 8(iv) aboveCause, or as a result of Executive’s resignation pursuant to Section 3.1(e), in the absence of circumstances described in Section 3.2(e), Executive having terminated shall be entitled to receive the compensation under Section 2.1 owed to Executive but unpaid for performance rendered under this Agreement as of the date of termination and any additional compensation he may be entitled to receive under the terms of any employee benefit plan offered by the Company. (b) Upon termination of the Employment Term by the death of Executive, Executive’s estate shall be entitled to receive (i) the compensation under Section 2.1 owed to Executive but unpaid for performance rendered under this Agreement following as of the date of death; and (ii) a Material Demotionlump sum equal to Executive’s pro-rata share (based on days worked before death) of the bonus to which he would have been entitled under Section 2.2 if he had been an employee on the date bonuses for the then-current fiscal year were distributed. In addition to the foregoing, upon such termination (i) all of Executive’s Equity Awards that are outstanding on the date of Executive’s death shall be deemed amended, without further action by the Parent, the Executive shall receive salary continuation pay for Company or Executive, so that any portion of such Equity Awards that would have vested solely with the remainder passage of time over the contractual term, but not in any event for less than twenty-four months from (24) month period following such termination, had Executive remained an employee of the Company during such period, shall be immediately vested and exercisable as of the date of termination, and any such termination stock options shall thereafter continue or expire in accordance with their original terms, and (“Salary Continuation Period”), equal to the Executive’s most recent annual salary plus his target bonus (as determined under the bonus plan last in effect for the Executive). In addition, ii) the Company shall continue to provide and pay the for all health, hospitalization and long-term care insurance premiums necessary to continue provide Executive’s dependent family members, if any, with coverage under the Company’s group health coverage for insurance program, on the Salary Continuation Period under the applicable provisions same terms and conditions as offered to other executives of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that Company throughout the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach period of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. (d) If the Company shall decide not to renew this Employment Agreement, the Executive shall receive severance paycoverage, for a period of twenty-four (24) months following from and after the date of Executive’s termination of employment. From and after the expiration of the then current term such twenty-four (“Severance Pay”)24) month period, equal all applicable laws shall continue to the Executiveapply to any person’s most recent annual salary (excluding any and all executive bonus plan amounts)or persons’ rights to continue such benefits. Such severance payments (less applicable payroll taxesPayments pursuant to this Section 3.2(b) shall be paid periodically in addition to any insurance proceeds that may be payable to Executive’s estate or beneficiaries. (c) In the event that during the Employment Term Executive becomes Disabled (as defined in Section 3.1(b)) and the Company thereafter terminates Executive’s employment during the continuation of such disability, Executive shall be entitled to receive (i) the compensation under Section 2.1 owed to Executive but unpaid for performance rendered under this Agreement as of the date of termination; (ii) a lump sum equal to Executive’s pro rata share (based on days worked before he became disabled) of the bonus to which he would have been entitled under Section 2.2 if he had been an employee on the date bonuses for the then-current fiscal year were distributed; and (iii) continuation of Executive’s Base Compensation, as in effect immediately prior to the Executive as provided in paragraph 5(a) date of termination of employment, for the payment a period of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and days following the Executive further agrees not to take any legal action against the Company related to said non-renewal and termination of employment, which shall be paid as and when salary payments would otherwise be made under Section 2 of this Agreement. In addition to the foregoing, upon such termination of employment (i) all of Executive’s Equity Awards that are outstanding on the date of Executive’s termination from employment shall be deemed amended, without further action by the Parent, the Company or Executive, so that any portion of such Equity Awards that would have vested solely with the passage of time over the twenty-four (24) month period following such termination, had Executive remained an employee of the Company during such period, shall be immediately vested and exercisable as of the date of termination, and any such stock options shall thereafter continue or expire in accordance with their original terms, and (ii) the Company shall continue to provide and to pay for all health, hospitalization and long-term care insurance premiums necessary to provide Executive and his dependent family members, if any, with coverage under the Company’s group health insurance program, on the same terms and conditions as offered to other executives of the Company throughout the period of coverage, for a period of twenty-four (24) months from after the date of Executive’s termination of employment. From and after the expiration of such twenty-four (24) month period, all applicable laws shall continue to apply to any person’s or person’ rights to continue such benefits. Payments pursuant to this Section 3.2 (c) shall be in addition to any disability insurance payments that may be payable to Executive. (d) In the event that the Company terminates Executive’s employment for any reason other than those set forth in subsections 3.1 (a), (b) or (c) above, except upon expiration of the Employment Term, or unless the provisions of Section 3.2(e) apply, Executive shall be entitled to receive the compensation under Section 2.1 owed to Executive but unpaid for performance rendered under this Agreement as of the date of termination, and the Company will be obligated to pay Executive an amount equal to twelve (12) months of his Base Compensation, as in effect immediately prior to the date of termination (the “Termination Severance”). Executive shall also be entitled to receive his pro-rata share (based on days worked before termination) of the bonus to which he would have been entitled under Section 2.2 if he had been an employee on the date bonuses for the then-current fiscal year were distributed. Such payments of Base Compensation and bonus shall be made over time, as and when salary and bonuses would otherwise be payable under Section 2 of this Agreement; provided, however, that on February 15 of the year following the termination date, the Company shall pay Executive in one lump sum any unpaid portion of the Termination Severance. In addition to the foregoing, upon such termination of employment, (i) all of Executive’s Equity Awards that are outstanding on the date of Executive’s termination from employment shall be deemed amended, without further action by the Parent, the Company or Executive, so that any portion of such Equity Awards that would have vested solely with the passage of time over the twenty-four (24) month period following such termination, had Executive remained an employee of the Company during such period, shall be immediately vested and exercisable as of the date of termination, and any such stock options shall thereafter continue or expire in accordance with their original terms, and (ii) the Company shall continue to provide and to pay for all health, hospitalization and long-term care insurance premiums necessary to provide Executive and Executive’s dependant family members, if any, with coverage under the Company’s group health insurance program , on the same terms and conditions as offered to other executives of the Company throughout the period of coverage, for a period of twelve (12) months from and after the date of Executive’s termination of employment. From and after the expiration of such twelve (12) month period, all applicable laws shall continue to apply to any person’s or persons’ rights to continue such benefits. (e) During In the Salary Continuation Period event that (i) during the Employment Term a “Change in Control” (as defined below) shall occur and (ii) within eighteen (18) months following such Change in Control, either (A) the Company substantially reduces Executive’s scope of responsibility, and Executive resigns as a result of such action, or Severance Period(B) the Company terminates Executive’s employment for any reason other than those set forth in subsections (a), (b) or (c) above then, in lieu of the amounts payable pursuant to Section 3.2(d), Executive shall be entitled to receive (i) the compensation under no obligation Section 2.1 owed to mitigate Executive but unpaid for performance rendered under this Agreement as of the costs date of resignation or termination; (ii) a lump sum equal to the average of the bonus paid to Executive with respect to each of the two fiscal years of the Company prior to the year in which the resignation or termination occurs; and (iii) an amount equal to twenty-four (24) months of his Base Compensation, as in effect immediately prior to the date of resignation or termination. The amount payable pursuant to clause (iii) of the immediately preceding sentence (the “CIC Severance”) shall be payable in periodic amounts, each equal to the periodic Base Compensation payments being made to Executive immediately prior to the date of resignation or termination, on the dates that salary payments are normally made to executives of the Company or its successor; provided, however, that on February 15 of the year following the date of resignation or termination, the Company shall pay Executive in one lump sum any remaining unpaid portion of the CIC Severance. Notwithstanding the provisions of the immediately preceding sentence, in the event that the Company shall fail to make any payment of the CIC Severance, which failure is not cured within thirty (30) days following written notice to the Company of the salary continuation or severance paymentsfailure to make such payment, andthen all remaining portions of the CIC Severance shall thereupon be immediately due and payable without further notice to the Company. All payments made pursuant to this Section 3.2(e), no compensation that other than the Executive may receive from another employer during the salary continuation or severance period CIC Severance, shall be offset against amounts owed made within thirty (30) days following the date of resignation or termination. In addition to Executive hereunder. Notwithstanding the foregoing, upon the date of resignation or termination (i) all of Executive’s Equity Awards that are outstanding on the date of Executive’s resignation or termination from employment shall be deemed amended, without further action by the Parent, the Company or Executive, so that any portion of such Equity Awards that would have vested solely with the passage of time over the twenty-four (24) month period following such resignation or termination, had Executive remained an employee of the Company during such period, shall be immediately vested and exercisable as of the date of resignation or termination, and any such stock options shall thereafter continue or expire in order to be entitled to the payments under paragraphs 9(c) accordance with their original terms, and (d), Executive shall be required to execute and deliver (and not revokeii) a release of all employment related claims against the Company in shall continue to provide and pay for all health, hospitalization and long-term care insurance premiums necessary to provide Executive and Executive’s dependant family members, if any, with coverage under the Company’s group health insurance program, on the same terms and conditions as offered to other executives of the Company throughout the period of coverage, for a form attached hereto as Exhibit A.period of eighteen (18) months from and after the date of resignation or termination. From and after the expiration of such eighteen (18) month period, all applicable laws shall continue to apply to any person’s or persons’ rights to continue such benefits.

Payment Upon Termination. (a) If this Employment Agreement Executive's employment is terminated pursuant to paragraph 8(i) aboveby Company for Cause, as defined in Paragraph 1(a), the obligations of Company under this Agreement shall cease and Executive shall forfeit all right to receive disability pay from any compensation or other benefits under this Agreement except only compensation or benefits accrued or earned and vested (if applicable) by Executive as of the date of such termination until termination, including base salary through the second anniversary date of termination, benefits payable under the terms of any qualified or nonqualified retirement plans or deferred compensation plans maintained by Company, any accrued vacation pay as of the Effective Date at the rate date of 50% of the Base Salary, reduced termination not yet paid by applicable payroll taxes Company and further reduced by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall benefits required to be paid periodically by law such as continued health care coverage pursuant to the Executive as provided in paragraph 5(aConsolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") for (collectively, the payment of salary"Accrued Obligations"). (b) If Executive shall voluntarily terminate Executive's employment during the Employment Agreement is terminated pursuant to paragraph 8(ii) or 8(v) aboveTerm other than for Good Reason, as defined in Paragraph 1(e), the obligations of Company under this Agreement shall cease and Executive shall forfeit all right to receive no salary continuation pay any compensation or severance pay.other benefits under this Agreement except only the Accrued Obligations. 45 (c) In the event of the death of Executive during the Term, then, in addition to the Accrued Obligations and any other benefits which may be payable by Company in respect of the death of Executive, the base salary then payable hereunder shall continue to be paid at the then current rate for a period of six (6) months after such death to such beneficiary as shall have been designated in writing by Executive, or if no effective designation exists, then to the estate of Executive. (d) If this Employment Agreement Executive's employment is terminated pursuant by reason of Executive's attainment of age sixty-five (65), the obligations of Company under this Agreement shall cease and Executive shall forfeit all right to paragraph 8(iiireceive any compensation or other benefits under this Agreement except only the Accrued Obligations. (e) or 8(iv) aboveIf Executive's employment is terminated by Company during the Term for any reason other than for Cause, or as a result Executive's death, or Executive's attainment of age sixty- five (65), or if Executive's employment is terminated during the Term by reason of Executive's Disability, or if Executive shall voluntarily terminate Executive's employment during the Term for Good Reason, Executive shall be entitled to receive, and Company shall be obligated to pay and provide Executive, the following amounts: (i) An amount in consideration of the covenants by Executive having terminated this Employment Agreement following a Material Demotion, set forth in Paragraphs 8 and 9 below to be determined by an independent certified public accounting firm selected by Executive and retained by Company to be the Executive shall receive salary continuation pay for the remainder reasonable value of the contractual term, but not in any event for less than twenty-four months from said covenants as of the date of termination of Executive's employment. Said amount shall be paid in cash in a lump sum in the month next following Executive's date of termination of employment and shall be treated as a supplemental wage payment under applicable Treasury Regulations subject to federal tax withholding at the flat percentage rate applicable thereto. (ii) An amount equal to three (3) times the base salary of Executive, at the rate in effect immediately prior to the date of termination, plus an amount equal to three (3) times the bonus paid or payable with respect to the fiscal year immediately preceding the date of termination or, if higher, three (3) times the average bonus payable to Executive in respect of the three (3) full fiscal years immediately preceding the Effective Date. There shall be subtracted from the aggregate amount determined in accordance with the immediately preceding sentence the amount payable to Executive pursuant to subparagraph (e)(i) above in respect of the covenants by Executive set forth in Paragraphs 8 and 9 below and the amount, if any, payable to Executive under any then effective severance pay plan of Company. Such resulting amount shall be payable in equal installments over the three (3)-year period commencing on the date of termination of employment in accordance with the normal payroll practices of Company or, at Company's option, the entire amount (determined without any discount) shall be paid in cash in a lump sum in the month next following Executive's date of termination of employment and shall be treated as a supplemental wage payment under applicable Treasury Regulations subject to federal tax withholding at the flat percentage rate applicable thereto. 46 (iii) An amount equal to the aggregate amounts that Company would have contributed on behalf of Executive under Company's qualified defined contribution retirement plan(s), if any such plan(s) shall be in effect (other than amounts attributable to Executive's before-tax contributions to such plan(s)) plus estimated earnings thereon had Executive continued in the employ of Company for the three (3)-year period commencing on the date of termination (“Salary Continuation Period”)and made contributions under said plan(s) at a rate, as a percentage of salary, equal to the rate at which Executive had made contributions to said plan(s) in the plan year immediately preceding Executive’s 's termination, to be payable in a lump sum to Executive within thirty (30) days after the expiration of the non-competition period specified in Paragraph 9(a) of this Agreement, provided that Executive shall not have breached said non-competition provisions. (iv) An amount equal to the difference between: (A) benefits which would have been payable to Executive under any deferred compensation agreement between Company and Executive, if any such agreement shall be in effect, had Executive continued in the employ of Company for the three (3)-year period commencing on the date of termination, received compensation at least equal to that specified in Paragraph 4 of this Agreement during such time, and deferred pursuant to said deferred compensation agreement the amount of compensation specified therein; and (B) the benefits actually payable to Executive under such deferred compensation agreement; such amount to be payable in a lump sum to Executive within thirty (30) days after the expiration of the non-competition period specified in Paragraph 9(a) of this Agreement, provided that Executive shall not have breached said non-competition provisions. (v) Additional retirement benefits equal to the difference between: (A) the annual pension benefits that would have been payable to Executive under Company's qualified defined benefit retirement plan (the "Plan") and under any nonqualified supplemental executive retirement plan covering Executive (the "Supplemental Plan"), if any such Plan or Supplemental Plan shall be in effect, if Executive had been continued in the employ of Company for the three (3)-year period commencing on the date of termination and had received compensation at least equal to that specified in Paragraph 4(a) of this Agreement during such time and had been fully vested in the benefits payable under any such Plan and Supplemental Plan; and (B) the annual benefits actually payable to Executive under any such Plan and Supplemental Plan. The discounted present value of such additional benefits, shall be payable to Executive in a lump sum, as calculated by the independent actuary for the Plan using the assumptions specified in the Plan, within thirty (30) days after the expiration of the non-competition period specified in Paragraph 9(a) of this Agreement, provided that Executive shall not have breached said non-competition provisions. (vi) At the date of termination of Executive's employment, Executive shall be fully vested in any form of compensation previously granted to Executive (other than benefits payable under a qualified retirement plan), such as, by way of example only, restricted stock, stock options, and performance share awards. 47 (vii) If Executive's employment is terminated by reason of Executive's Disability, Executive shall be entitled to receive, in addition to the other benefits provided under this Paragraph 7(e), disability benefits at least equal to the most recent annual salary plus his target bonus favorable of those provided by Company or Parent to disabled employees in accordance with the most favorable plans, programs, practices and policies of Company or Parent in effect at any time during the ninety (90)-day period immediately preceding the Effective Date or, if more favorable to Executive, as determined in effect on the date of Executive's Disability with respect to other key employees of Company or Parent. (viii) During the three (3)-year period commencing on the date of termination, or such longer period as any plan, program, practice or policy may provide, Executive shall continue to participate in all life, health, disability and similar welfare benefit plans and programs of Company to the extent that such continued participation is possible under the bonus general terms and provisions of such plans and programs, and Executive shall be credited with additional service attributable to the three (3)-year period commencing on the date of termination for purposes of determining eligibility to participate in any such plans or programs maintained by Company for retirees, with Company and Executive paying the same portion of the cost of each such plan last in effect for or program as existed at the time of Executive)'s termination. In additionthe event that Executive's continued participation (or commencement of participation for plans or programs for retirees) is not permitted, the then in lieu thereof, Company shall pay acquire, with the premiums necessary to continue Executive’s group health same cost sharing, individual insurance policies providing comparable coverage for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this periodExecutive; provided, however, that Company shall not be obligated to pay more than three (3) times Company's current cost for comparable group coverage. If any such individual coverage is unavailable, then Company shall pay to Executive annually for the salary continuation three (3)-year period commencing on the date of termination an amount equal to the sum of the average annual contributions, payments, bonus and other benefits described credits, or allocations made by Company for such coverage on Executive's behalf (or the average such contributions, payments, credits, or allocations for retirees, in this paragraph 9(cthe case of retiree coverage) shall cease if over the Executive shall, directly or indirectly, be in breach three (3) calendar years preceding the date of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment termination of the Base SalaryExecutive's employment. (dix) If During the Company shall decide not to renew this Employment Agreement, the Executive shall receive severance pay, for a three (3)-year period of twenty-four months following commencing on the date of expiration termination, Executive shall continue to receive such perquisites, other than those specified in the preceding subparagraphs above, as Executive was receiving at the date of the then current term (“Severance Pay”)termination of employment with, equal to the extent applicable, the same cost sharing with Company as was in effect immediately prior to Executive’s most recent annual salary (excluding any and all executive bonus plan amounts). Such severance payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take any legal action against the Company related to said non-renewal and 's termination of employment. (ex) During Company shall reimburse Executive for the Salary Continuation Period amount of any reasonable legal or Severance Period, the accounting fees and expenses incurred by Executive shall be under no obligation to mitigate the costs to the Company of the salary continuation obtain or severance payments, and, no compensation that the Executive may receive from another employer during the salary continuation enforce any right or severance period shall be offset against amounts owed benefit provided to Executive by Company hereunder or as confirmed or acknowledged hereunder. Notwithstanding the foregoing, in order to be entitled to the payments under paragraphs 9(c) and (d), Executive shall be required to execute and deliver (and not revoke) a release of all employment related claims against the Company in a form attached hereto as Exhibit A..

Payment Upon Termination. (a) If this Employment Agreement Employee's employment is terminated pursuant to paragraph 8(i) aboveby Company for Cause, as defined in Paragraph l(a), the Executive obligations of Company under this Agreement shall cease and Employee shall forfeit all right to receive disability pay from any compensation or other benefits under this Agreement except only compensation or benefits accrued or earned and vested (if applicable) by Employee as of the date of such termination until termination, including base salary through the second anniversary date of termination, benefits payable under the terms of any qualified or nonqualified retirement plans or deferred compensation plans maintained by Company, any accrued vacation pay as of the Effective Date at the rate date of 50% of the Base Salary, reduced termination not yet paid by applicable payroll taxes Company and further reduced by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall benefits required to be paid periodically by law such as continued health care coverage pursuant to the Executive as provided in paragraph 5(aConsolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") for (collectively, the payment of salary"Accrued Obligations"). (b) If Employee shall voluntarily terminate Employee's employment during the Employment Agreement is terminated pursuant to paragraph 8(ii) or 8(v) aboveTerm, other than for Good Reason, as defined in Paragraph l(e), the Executive obligations of Company under this Agreement shall cease and Employee shall forfeit all right to receive no salary continuation pay any compensation or severance payother benefits under this Agreement except only the Accrued Obligations. (c) If this Employment Agreement is terminated pursuant to paragraph 8(iii) or 8(iv) above, or as a result In the event of the Executive having terminated this Employment Agreement following a Material Demotiondeath of Employee during the Term, then, in addition to the Accrued Obligations and any other benefits which may be payable by Company in respect of the death of Employee, the Executive base salary then payable hereunder shall receive salary continuation pay continue to be paid at the then current rate for a period of six (6) months after such death to such beneficiary as shall have been designated in writing by Employee; or if no effective designation exists, then to the remainder estate of Employee. Such payment shall be made on the first (1st and fifteenth (15th of each month, beginning on the first day of the contractual term, but not in any event for less than twenty-four months from the date of such termination (“Salary Continuation Period”), equal to the Executive’s most recent annual salary plus his target bonus (as determined under the bonus plan last in effect for the Executive). In addition, the Company shall pay the premiums necessary to continue Executive’s group health coverage for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salaryfirst month following Employee's death. (d) If the Company shall decide not to renew this Employment AgreementEmployee's employment is terminated by reason of Employee's attainment of age sixty-five (65), the Executive obligations of Company under this Agreement shall cease and Employee shall forfeit all right to receive severance pay, for a period of twenty-four months following any compensation or other benefits under this Agreement except the date of expiration of the then current term (“Severance Pay”), equal to the Executive’s most recent annual salary (excluding any and all executive bonus plan amounts). Such severance payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take any legal action against the Company related to said non-renewal and termination of employmentAccrued Obligations. (e) During If Employee's employment is terminated by Company during the Salary Continuation Period Term for any reason other than for Cause, or Severance PeriodEmployee's death, or Employee's attainment of age sixty-five (65), or if Employee's employment is terminated during the Term by reason of Employee's Disability, or if Employee shall voluntarily terminate Employee's employment during the Term for Good Reason, Employee shall be entitled to receive, and Company shall be obligated to pay and provide Employee, the Executive shall be under no obligation to mitigate the costs to the Company following amounts: (i) An amount in consideration of the salary continuation or severance paymentscovenants by Executive set forth in Paragraphs 8 and 9 below to be determined by a nationally recognized independent certified public accounting firm selected and retained by Company to be the reasonable value of said covenants as of the date of termination of Employee's employment, andbut in no event shall such amount be greater than the aggregate value of the benefits provided in subparagraphs (e)(ii), no compensation that the (iii), (iv), (v) and (viii) hereinbelow. The benefits otherwise payable to Executive may receive from another employer during the salary continuation or severance period pursuant to said subparagraphs shall be offset against amounts owed by the amount, if any, payable to Executive hereunderin respect of the covenants by Employee set forth in Paragraphs 8 and 9 below. Notwithstanding Said amount paid in consideration of the foregoingcovenants by Executive set forth in Paragraphs 8 and 9 below shall be paid in accordance with subparagraphs (e)(ii), in order to be entitled to the payments under paragraphs 9(c(iii), (iv), (v) and (d)viii) below, Executive and this subparagraph (i) shall not alter the time or form of payment of such amounts. (ii) An amount equal to three (3) times the base salary of Employee, at the rate in effect immediately prior to the date of termination, plus an amount equal to three (3) times the target percentage of the midpoint of Employee's salary grade under the Company's officers incentive program (as administered through the Company's Performance Stock Program) for the year in which termination occurs if the employee is a participant in such plan at the time of the Change-in-Control. Such amount so determined shall be required to execute and deliver (and not revoke) a release of all employment related claims against the Company in a form attached hereto as Exhibit A.divided into thirty-six

Payment Upon Termination. (a) If this Employment Agreement is terminated pursuant to paragraph 8(i) above, the Executive shall receive disability pay from the date of such Upon termination until the second anniversary of the Effective Date at the rate of 50% of the Base Salary, reduced by applicable payroll taxes and further reduced by the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall be paid periodically to the Executive as provided in paragraph 5(a) Employment Term for the payment of salary. (b) If the Employment Agreement is terminated pursuant to paragraph 8(ii) or 8(v) above, the Executive shall receive no salary continuation pay or severance pay. (c) If this Employment Agreement is terminated pursuant to paragraph 8(iii) or 8(iv) aboveCause, or as a result of Executive’s resignation pursuant to Section 3.1(e), in the absence of circumstances described in Section 3.2(e), Executive having terminated shall be entitled to receive the compensation under Section 2.1 owed to Executive but unpaid for performance rendered under this Agreement as of the date of termination and any additional compensation he may be entitled to receive under the terms of any employee benefit plan offered by the Company. (b) Upon termination of the Employment Term by the death of Executive, Executive’s estate shall be entitled to receive (i) the compensation under Section 2.1 owed to Executive but unpaid for performance rendered under this Agreement following as of the date of death; and (ii) a Material Demotionlump sum equal to Executive’s pro-rata share (based on days worked before death) of the bonus to which he would have been entitled under Section 2.2 if he had been an employee on the date bonuses for the then-current fiscal year were distributed. In addition to the foregoing, upon such termination (i) all of Executive’s Equity Awards that are outstanding on the date of Executive’s death shall be deemed amended, without further action by the Parent, the Executive shall receive salary continuation pay for Company or Executive, so that any portion of such Equity Awards that would have vested solely with the remainder passage of time over the contractual term, but not in any event for less than twenty-four months from (24) month period following such termination, had Executive remained an employee of the Company during such period, shall be immediately vested and exercisable as of the date of termination, and any such termination stock options shall thereafter continue or expire in accordance with their original terms, and (“Salary Continuation Period”), equal to the Executive’s most recent annual salary plus his target bonus (as determined under the bonus plan last in effect for the Executive). In addition, ii) the Company shall continue to provide and pay the for all health, hospitalization and long-term care insurance premiums necessary to continue provide Executive’s dependent family members, if any, with coverage under the Company’s group health coverage for insurance program, on the Salary Continuation Period under the applicable provisions same terms and conditions as offered to other executives of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that Company throughout the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach period of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. (d) If the Company shall decide not to renew this Employment Agreement, the Executive shall receive severance paycoverage, for a period of twenty-four (24) months following from and after the date of Executive’s termination of employment. From and after the expiration of the then current term such twenty-four (“Severance Pay”)24) month period, equal all applicable laws shall continue to the Executiveapply to any person’s most recent annual salary (excluding any and all executive bonus plan amounts)or persons’ rights to continue such benefits. Such severance payments (less applicable payroll taxesPayments pursuant to this Section 3.2(b) shall be paid periodically in addition to any insurance proceeds that may be payable to Executive’s estate or beneficiaries. (c) In the event that during the Employment Term Executive becomes Disabled (as defined in Section 3.1(b)) and the Company thereafter terminates Executive’s employment during the continuation of such disability, Executive shall be entitled to receive (i) the compensation under Section 2.1 owed to Executive but unpaid for performance rendered under this Agreement as of the date of termination; (ii) a lump sum equal to Executive’s pro rata share (based on days worked before he became disabled) of the bonus to which he would have been entitled under Section 2.2 if he had been an employee on the date bonuses for the then-current fiscal year were distributed; and (iii) continuation of Executive’s Base Compensation, as in effect immediately prior to the Executive as provided in paragraph 5(a) date of termination of employment, for the payment a period of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and days following the Executive further agrees not to take any legal action against the Company related to said non-renewal and termination of employment, which shall be paid as and when salary payments would otherwise be made under Section 2 of this Agreement. In addition to the foregoing, upon such termination of employment (i) all of Executive’s Equity Awards that are outstanding on the date of Executive’s termination from employment shall be deemed amended, without further action by the Parent, the Company or Executive, so that any portion of such Equity Awards that would have vested solely with the passage of time over the twenty-four (24) month period following such termination, had Executive remained an employee of the Company during such period, shall be immediately vested and exercisable as of the date of termination, and any such stock options shall thereafter continue or expire in accordance with their original terms, and (ii) the Company shall continue to provide and to pay for all health, hospitalization and long-term care insurance premiums necessary to provide Executive and his dependent family members, if any, with coverage under the Company’s group health insurance program, on the same terms and conditions as offered to other executives of the Company throughout the period of coverage, for a period of twenty-four (24) months from after the date of Executive’s termination of employment. From and after the expiration of such twenty-four (24) month period, all applicable laws shall continue to apply to any person’s or person’ rights to continue such benefits. Payments pursuant to this Section 3.2 (c) shall be in addition to any disability insurance payments that may be payable to Executive. (d) In the event that the Company terminates Executive’s employment for any reason other than those set forth in subsections 3.1 (a), (b) or (c) above, except upon expiration of the Employment Term, or unless the provisions of Section 3.2(e) apply, Executive shall be entitled to receive the compensation under Section 2.1 owed to Executive but unpaid for performance rendered under this Agreement as of the date of termination, and the Company will be obligated to pay Executive an amount equal to twelve (12) months of his Base Compensation, as in effect immediately prior to the date of termination (the “Termination Severance”). Executive shall also be entitled to receive his pro-rata share (based on days worked before termination) of the bonus to which he would have been entitled under Section 2.2 if he had been an employee on the date bonuses for the then-current fiscal year were distributed. Such payments of Base Compensation and bonus shall be made over time, as and when salary and bonuses would otherwise be payable under Section 2 of this Agreement; provided, however, that on February 15 of the year following the termination date, the Company shall pay Executive in one lump sum any unpaid portion of the Termination Severance. In addition to the foregoing, upon such termination of employment, (i) all of Executive’s Equity Awards that are outstanding on the date of Executive’s termination from employment shall be deemed amended, without further action by the Parent, the Company or Executive, so that any portion of such Equity Awards that would have vested solely with the passage of time over the twenty-four (24) month period following such termination, had Executive remained an employee of the Company during such period, shall be immediately vested and exercisable as of the date of termination, and any such stock options shall thereafter continue or expire in accordance with their original terms, and (ii) the Company shall continue to provide and to pay for all health, hospitalization and long-term care insurance premiums necessary to provide Executive and Executive’s dependant family members, if any, with coverage under the Company’s group health insurance program , on the same terms and conditions as offered to other executives of the Company throughout the period of coverage, for a period of twelve (12) months from and after the date of Executive’s termination of employment. From and after the expiration of such twelve (12) month period, all applicable laws shall continue to apply to any person’s or persons’ rights to continue such benefits. (e) During In the Salary Continuation Period event that (i) during the Employment Term a “Change in Control” (as defined below) shall occur and (ii) within eighteen (18) months following such Change in Control, either (A) the Company substantially reduces Executive’s scope of responsibility or Severance Periodmoves the Company’s headquarter offices away from the Metropolitan Atlanta area, and Executive resigns as a result of such action, or (B) the Company terminates Executive’s employment for any reason other than those set forth in subsections (a), (b) or (c) above then, in lieu of the amounts payable pursuant to Section 3.2(d), Executive shall be entitled to receive (i) the compensation under no obligation Section 2.1 owed to mitigate Executive but unpaid for performance rendered under this Agreement as of the costs date of resignation or termination; (ii) a lump sum equal to the average of the bonus paid to Executive with respect to each of the two fiscal years of the Company prior to the year in which the resignation or termination occurs; and (iii) an amount equal to twenty-four (24) months of his Base Compensation, as in effect immediately prior to the date of resignation or termination. The amount payable pursuant to clause (iii) of the immediately preceding sentence (the “CIC Severance”) shall be payable in periodic amounts, each equal to the periodic Base Compensation payments being made to Executive immediately prior to the date of resignation or termination, on the dates that salary payments are normally made to executives of the Company or its successor; provided, however, that on February 15 of the year following the date of resignation or termination, the Company shall pay Executive in one lump sum any remaining unpaid portion of the CIC Severance. Notwithstanding the provisions of the immediately preceding sentence, in the event that the Company shall fail to make any payment of the CIC Severance, which failure is not cured within thirty (30) days following written notice to the Company of the salary continuation or severance paymentsfailure to make such payment, andthen all remaining portions of the CIC Severance shall thereupon be immediately due and payable without further notice to the Company. All payments made pursuant to this Section 3.2(e), no compensation that other than the Executive may receive from another employer during the salary continuation or severance period CIC Severance, shall be offset against amounts owed made within thirty (30) days following the date of resignation or termination. In addition to Executive hereunder. Notwithstanding the foregoing, upon the date of resignation or termination (i) all of Executive’s Equity Awards that are outstanding on the date of Executive’s resignation or termination from employment shall be deemed amended, without further action by the Parent, the Company or Executive, so that any portion of such Equity Awards that would have vested solely with the passage of time over the twenty-four (24) month period following such resignation or termination, had Executive remained an employee of the Company during such period, shall be immediately vested and exercisable as of the date of resignation or termination, and any such stock options shall thereafter continue or expire in order to be entitled to the payments under paragraphs 9(c) accordance with their original terms, and (d), Executive shall be required to execute and deliver (and not revokeii) a release of all employment related claims against the Company in shall continue to provide and pay for all health, hospitalization and long-term care insurance premiums necessary to provide Executive and Executive’s dependant family members, if any, with coverage under the Company’s group health insurance program, on the same terms and conditions as offered to other executives of the Company throughout the period of coverage, for a form attached hereto as Exhibit A.period of eighteen (18) months from and after the date of resignation or termination. From and after the expiration of such eighteen (18) month period, all applicable laws shall continue to apply to any person’s or persons’ rights to continue such benefits.

Payment Upon Termination. (a) If this Employment Agreement In the event the Executive’s employment is terminated pursuant to paragraph 8(iSection 4.1, the following shall constitute the full monetary or other entitlement owing to the Executive upon termination: a) aboveIn the event this Agreement is terminated for any reason, the Executive shall receive disability pay from be entitled to the following: (i) payment of the Executive’s Base Salary earned up to the date of such termination until the second anniversary termination; (ii) payment of the Effective Date at the rate of 50% value of the Base Salary, reduced by applicable payroll taxes and further reduced by the amount received Executive’s accrued vacation entitlement that has not been used by the Executive during at the time of termination; (iii) except for termination pursuant to Section 4.1(b), a prorated Bonus for that portion of the year in which the Executive was actively employed. The amount of any such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments Bonus shall be calculated as follows: the product of (A) the average Bonus paid periodically to the Executive as provided in paragraph 5(a) for the two (2) fiscal years prior to the fiscal year in which his employment is terminated or, if such information is not available, Executive’s target bonus divided by twelve (12), multiplied by (B) the number of months the Executive was actively employed in the fiscal year in which his employment is terminated; (iv) payment of salaryany accrued and unpaid business expenses at the date of termination required to be reimbursed under Section 3.4 of this Agreement; and (v) any rights in respect of any equity based compensation to which the Executive may be entitled to at the time of such termination shall be dealt with in accordance with the terms of the Share Compensation Plan or other form of equity-based compensation in accordance with the respective plans. (b) If Should the Employment Agreement is be terminated pursuant to paragraph 8(iiSubsection 4.1(d) or 8(v) above4.1(e), the Executive shall receive no salary continuation pay or severance pay.also be entitled to: (ci) Payment of a lump sum amount equal to 24 month’s Base Salary; (ii) payment of a lump sum amount in lieu of any Bonus entitlement to be calculated as follows: 24 months’ average annual Bonus, earned by the Executive in the two (2) years immediately preceding termination. If this Employment Agreement is terminated before the Executive completes two (2) years’ service under this Agreement, the average annual Bonus shall be calculated based on the target Bonus for any incomplete year(s) of service and the actual Bonus earned for each completed year of service; (iii) the payments specified in Sections 4.2 shall be made in a lump sum, less deductions required by law, on the next regular payroll date of the Company following the date of termination; and (iv) continued participation in the insurance benefits in which the Executive was participating pursuant to paragraph 8(iii) or 8(iv) Section 3.3, above, or as a result of the date of termination, until the earlier of (x) the date twenty-four (24) months after the date of termination, or (y) the date the Executive having terminated this Employment Agreement following becomes eligible for substantially similar benefits under a Material Demotionbenefit plan, program or arrangement through a different employer of him or his spouse. In the event that the Executive's continued participation in any such plan, program or arrangement of the Company is prohibited by the terms of such plan or applicable benefit-continuation laws, the Company shall arrange to provide the Executive shall receive salary continuation pay with an amount equal to the value to the Executive (as determined by the Company's auditors) of such benefits calculated for the remainder of the contractual term, but not in any event for less than twenty-four months from the date of such termination (“Salary Continuation Period”), equal to the Executive’s most recent annual salary plus his target bonus (as determined under the bonus plan last in effect for the Executive). In addition, the Company shall pay the premiums necessary to continue Executive’s group health coverage for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this month period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. (d) If the Company shall decide not to renew this Employment Agreement, the Executive shall receive severance pay, for a period of twenty-four months following the date of expiration of the then current term (“Severance Pay”), equal to the Executive’s most recent annual salary (excluding any and all executive bonus plan amounts). Such severance payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take any legal action against the Company related to said non-renewal and termination of employment. (e) During the Salary Continuation Period or Severance Period, the Executive shall be under no obligation to mitigate the costs to the Company of the salary continuation or severance payments, and, no compensation that the Executive may receive from another employer during the salary continuation or severance period shall be offset against amounts owed to Executive hereunder. Notwithstanding the foregoing, in order to be entitled to the payments under paragraphs 9(c) and (d), Executive shall be required to execute and deliver (and not revoke) a release of all employment related claims against the Company in a form attached hereto as Exhibit A.

Payment Upon Termination. (a) If this Employment Agreement the employment of the Employee is terminated by the Corporation other than pursuant to paragraph 8(iSection 5 (c) abovehereof, the Executive Corporation (i) shall receive disability continue to pay from Employee the date Base Salary in effect immediately prior to the time of such termination until for twelve (12) months after the second anniversary last full day Employee works under this Agreement at its normal payroll payment dates; (ii) shall reimburse Employee for the premiums (if any) he pays for continuation of life insurance should he elect to exercise the conversion feature of the Effective Date at Corporation's group life policy then in effect for twelve (12) months after the rate last full day Employee works under this Agreement; and (iii) continue to pay for such medical/dental/vision insurance as Employee may then receive for twelve (12) months after the last full day Employee works under this Agreement (such payments of 50% Base Salary and payments or reimbursements of insurance premiums by the Corporation, the "Severance Benefits).Employee agrees that, (a) his eligibility for or entitlement to the foregoing Severance Benefits shall be subject to Employee's execution and delivery of a release, in such form as the Corporation may require, that, among other things, may be a general release of any and all claims Employee may have against Employer, (b) Employee shall have no rights or remedies in the event of his or her termination by the Corporation without Cause and other than as a result of Disability or death except for those set forth in this Agreement and (c) Employee's right to receive any of the Base Salaryforegoing Severance Benefits shall be expressly conditioned upon Employee's full compliance with the Confidentiality Agreement, reduced pursuant to its continued effectiveness, and Employee's full cooperation with the Corporation in both fulfilling the terms of this Agreement and the Confidentiality Agreement and otherwise performing such actions as the Corporation may request in transitioning Employee from his employment with the Corporation and upon any breach of either such agreement by applicable payroll taxes Employee, Employee's rights to any continued payment of Severance Benefits shall immediately cease and further reduced Employee shall be obligated to repay to the Corporation all amounts paid by the Corporation for the Severance Benefits except for the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments of $1,000, which Employee shall be paid periodically entitled to the Executive as provided in paragraph 5(a) for the payment of salaryretain. (b) If the Employment Agreement employment of the Employee is terminated pursuant to paragraph 8(ii) or 8(v) aboveby death, the Executive Corporation shall receive no salary continuation pay or severance payto the estate of the Employee the compensation which would otherwise be payable to the Employee at the end of the month in which his death occurs. (c) If this Employment Agreement In the event the employment of the Employee is terminated at the election of the Corporation pursuant to paragraph 8(iiiSection (5) or 8(iv(c) above, or as a result of the Executive having terminated this Employment Agreement following a Material Demotionhereof, the Executive Employee shall receive only be entitled to his base salary continuation pay for through the remainder last day of the contractual term, but not in any event for less than twenty-four months from actual employment or the date of such termination (“Salary Continuation Period”)termination, equal to the Executive’s most recent annual salary plus his target bonus (as determined under the bonus plan last in effect for the Executive). In addition, the Company shall pay the premiums necessary to continue Executive’s group health coverage for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salarywhichever is earlier. (d) If In the Company event the Employee voluntarily terminates his employment on the expiration of the period of employment as provided in Section (1), the Employee shall decide not be entitled to renew any compensation, and the Corporation shall have no obligation to pay the Employee any compensation, except as is provided in this Employment Agreement, the Executive shall receive severance pay, for a period of twenty-four months following the date of expiration of the then current term (“Severance Pay”), equal to the Executive’s most recent annual salary (excluding any and all executive bonus plan amounts). Such severance payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take any legal action against the Company related to said non-renewal and termination of employment. (e) During the Salary Continuation Period or Severance Period, the Executive shall be under no obligation to mitigate the costs to the Company of the salary continuation or severance payments, and, no compensation that the Executive may receive from another employer during the salary continuation or severance period shall be offset against amounts owed to Executive hereunder. Notwithstanding the foregoing, in order to be entitled to the payments under paragraphs 9(c) and (d), Executive shall be required to execute and deliver (and not revoke) a release of all employment related claims against the Company in a form attached hereto as Exhibit A.

Payment Upon Termination. (a) If this Employment Agreement the employment of the Employee is terminated by the Corporation other than pursuant to paragraph 8(iSection 5 (c) abovehereof, the Executive Corporation (i) shall receive disability continue to pay from Employee the date Base Salary in effect immediately prior to the time of such termination until for six (6) months after the second anniversary last full day Employee works under this Agreement at its normal payroll payment dates; (ii) shall reimburse Employee for the premiums (if any) he pays for continuation of life insurance should he elect to exercise the conversion feature of the Effective Date at Corporation's group life policy then in effect for six (6) months after the rate last full day Employee works under this Agreement; and (iii) continue to pay for such medical/dental/vision insurance as Employee may then receive for six (6) months after the last full day Employee works under this Agreement (such payments of 50% Base Salary and payments or reimbursements of insurance premiums by the Corporation, the "Severance Benefits). Employee agrees that, (a) his eligibility for or entitlement to the foregoing Severance Benefits shall be subject to Employee's execution and delivery of a release, in such form as the Corporation may require, that, among other things, may be a general release of any and all claims Employee may have against Employer, (b) Employee shall have no rights or remedies in the event of his or her termination by the Corporation without Cause and other than as a result of Disability or death except for those set forth in this Agreement and (c) Employee's right to receive any of the Base Salaryforegoing Severance Benefits shall be expressly conditioned upon Employee's full compliance with the Confidentiality Agreement, reduced pursuant to its continued effectiveness, and Employee's full cooperation with the Corporation in both fulfilling the terms of this Agreement and the Confidentiality Agreement and otherwise performing such actions as the Corporation may request in transitioning Employee from his employment with the Corporation and upon any breach of either such agreement by applicable payroll taxes Employee, Employee's rights to any continued payment of Severance Benefits shall immediately cease and further reduced Employee shall be obligated to repay to the Corporation all amounts paid by the Corporation for the Severance Benefits except for the amount received by the Executive during such period under any Company-maintained disability insurance policy or plan or under Social Security or similar laws. Such disability payments of $1,000, which Employee shall be paid periodically entitled to the Executive as provided in paragraph 5(a) for the payment of salaryretain. (b) If the Employment Agreement employment of the Employee is terminated pursuant to paragraph 8(ii) or 8(v) aboveby death, the Executive Corporation shall receive no salary continuation pay or severance payto the estate of the Employee the compensation which would otherwise be payable to the Employee at the end of the month in which his death occurs. (c) If this Employment Agreement In the event the employment of the Employee is terminated at the election of the Corporation pursuant to paragraph 8(iiiSection (5) or 8(iv(c) above, or as a result of the Executive having terminated this Employment Agreement following a Material Demotionhereof, the Executive Employee shall receive only be entitled to his base salary continuation pay for through the remainder last day of the contractual term, but not in any event for less than twenty-four months from actual employment or the date of such termination (“Salary Continuation Period”)termination, equal to the Executive’s most recent annual salary plus his target bonus (as determined under the bonus plan last in effect for the Executive). In addition, the Company shall pay the premiums necessary to continue Executive’s group health coverage for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly, be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salarywhichever is earlier. (d) If In the Company event the Employee voluntarily terminates his employment on the expiration of the period of employment as provided in Section (1), the Employee shall decide not be entitled to renew any compensation, and the Corporation shall have no obligation to pay the Employee any compensation, except as is provided in this Employment Agreement, the Executive shall receive severance pay, for a period of twenty-four months following the date of expiration of the then current term (“Severance Pay”), equal to the Executive’s most recent annual salary (excluding any and all executive bonus plan amounts). Such severance payments (less applicable payroll taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. The Executive hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees not to take any legal action against the Company related to said non-renewal and termination of employment. (e) During the Salary Continuation Period or Severance Period, the Executive shall be under no obligation to mitigate the costs to the Company of the salary continuation or severance payments, and, no compensation that the Executive may receive from another employer during the salary continuation or severance period shall be offset against amounts owed to Executive hereunder. Notwithstanding the foregoing, in order to be entitled to the payments under paragraphs 9(c) and (d), Executive shall be required to execute and deliver (and not revoke) a release of all employment related claims against the Company in a form attached hereto as Exhibit A.