Common use of Payments After Termination Clause in Contracts

Payments After Termination. If this Agreement and Employee’s employment hereunder are terminated for the reasons set forth in Sections 11(a) or 11(b), then Employee or Employees estate will receive a lump sum equal to the Base Salary and the Bonus as of the date of death or disability, and all of Employee’s restricted stock shall immediately vest. If the Company terminates this Agreement and Employee’s employment hereunder for the reasons set forth in Section 11(c) then (i) Employee will receive his Base Salary through the date of termination and (ii) Employee will forfeit any entitlement that Employee may have to receive any Bonus. If this Agreement is terminated for the reason set forth in Section 11(d) or Section 11(e), then (i) Employee will receive one year of his Base Salary, (ii) his Bonus, (iii) a pro-rata portion of Bonus earned through the date of termination, (iv) Employee shall immediately vest 2,778 shares for every full or partial month Employee was employed by the Company and the remainder of the Restricted Stock shall vest on the Vesting Date, and (iv) benefits set forth in Section 4(b) hereof (collectively, the “Severance Benefits”), payable over a period of six (6) months from the date of termination (the “Severance Period”). The Severance Benefit shall be payable in accordance with the Company’s payroll procedures and subject to applicable withholdings and Employee complying with the obligations set forth in Sections 6, 7 and 8. The Severance Benefits shall also be conditioned upon Employee’s execution of a general release that becomes irrevocable within 30 days after termination of the Employee’s employment.

Payments After Termination. If this Agreement and Employee’s employment hereunder are terminated for the reasons set forth in Sections 11(a) or 11(b), then Employee or Employees estate will receive a lump sum equal to the Base Salary and the any Performance Bonus as of earned through the date of death or disability, and all of Employee’s restricted stock Stock Options shall immediately vest. If the Company terminates this Agreement and Employee’s employment hereunder for the reasons set forth in Section 11(c) 11(c)(i-vi), then (i) Employee will receive his Base Salary through the date of termination and (ii) Employee will forfeit any entitlement that Employee may have to receive any Performance Bonus. If this Agreement is terminated for the reason set forth in Section 11(d) or Section 11(e), then (i) Employee will receive one year of his Base Salary, (ii) his Bonus, (iii) a pro-rata portion of Bonus earned through the date of termination, (iv) Employee shall immediately vest 2,778 shares for every full or partial month Employee was employed by the Company and the remainder of the Restricted Stock shall vest on the Vesting Date, and (iv) benefits set forth in Section 4(b) hereof (collectively, with the payment of the Base Salary, the “Severance Benefits”), payable over for a period of six twelve (612) months from the date of termination (the “Severance Period”). If this Agreement is terminated by reason of the Company’s notice to Employee that the Company does not intend to renew or extend Employee’s employment, as allowed per Section 2(b), then Employee, on completion of the Term of this Agreement, will receive the Severance Benefits for a period of six (6) months from the last day of the Term of this Agreement. The Severance Benefit shall be payable in accordance with the Company’s payroll procedures and subject to applicable withholdings withholdings, and (ii) Employee complying with the obligations set forth in Sections 6, 7 and 8. The Severance Benefits shall also be conditioned upon Employee’s execution of a general release will forfeit any entitlement that becomes irrevocable within 30 days after termination of the Employee’s employmentEmployment may have to receive any Performance Bonus.

Payments After Termination. If this Agreement and Employee’s employment hereunder are terminated for the reasons set forth in Sections 11(a) or 11(b), then Employee or Employees Employee’s estate will receive a lump sum equal to the Base Salary and the any Performance Bonus as of earned through the date of death or disabilitydisability to which Employee would have been entitled for the year in which the death or disability occurred in accordance with the terms of this Agreement, and all of Employee’s Options and restricted stock shall immediately vest. If the Company terminates this Agreement and Employee’s employment hereunder for the reasons set forth in Section 11(c) 11(c)(i-vi), then (i) Employee will receive his Base Salary through the date of termination and (ii) Employee will forfeit any entitlement that Employee may have to receive any Performance Bonus. If this Agreement is terminated for the reason set forth in Section 11(d) or Section 11(e), then (i) Employee will receive one year of his Base Salary, his Average Performance Bonus (ii) his Bonus, (iii) a pro-rata portion of Bonus earned through the date of termination, (iv) Employee shall immediately vest 2,778 shares for every full or partial month Employee was employed by the Company and the remainder of the Restricted Stock shall vest on the Vesting Dateas defined below), and (iv) benefits set forth in Section 4(b) hereof (collectively, with the payment of the Base Salary and Average Performance Bonus, the “Severance Benefits”), payable over a period of six twelve (612) months from the date of termination (the “Severance Period”). The Average Performance Bonus shall mean the average of the Performance Bonuses the Employee has received during the last three calendar years for which Employee was an employee of the Company. The Severance Benefit Benefits shall be payable in accordance with the Company’s payroll procedures and subject to applicable withholdings withholdings, and subject to Employee executing a release and complying with the obligations set forth in Sections 6, 7 and 8. The Severance Benefits shall also be conditioned upon Employee’s execution of a general release that becomes irrevocable within 30 days after termination of the Employee’s employment.

Payments After Termination. If this Agreement and Employee’s In the event Employer terminates -------------------------- Executive's employment hereunder are terminated during the Term without Cause pursuant to Section ------- 7(a)(ii) above, Executive shall have no further rights or claims against the -------- Employer, the Company, or their Affiliates except for (i) the reasons set forth in Sections 11(aright to continue to be entitled to receive the base compensation under Section 6(a) or 11(b), then Employee or Employees estate will receive above for a lump sum equal to the Base Salary and the Bonus as ------------ period of six months following the date of death or disabilityExecutive's termination (the "SEVERANCE PERIOD") payable ratably over the Severance Period in accordance with the Employer's normal payroll practices; provided, and all of Employee’s restricted stock shall immediately vest. If the Company terminates this Agreement and Employee’s employment hereunder for the reasons set forth in Section 11(c) then however, that (i) Employee will receive Employer can elect to continue to pay Executive his Base Salary through base compensation as described in Section 6(a) for a period longer than the date of termination Severance Period, and (ii) Employee will forfeit any entitlement that Employee may have the ------------ restrictions covering Executive described in Sections 9(a) and 9(b) shall remain ---------------------- in effect only for the period of time Executive continues to receive payment for his base compensation; (ii) reimbursement of all business expenses incurred by the Executive prior to the date of termination; and (iii) the right to continue to receive during the Severance Period all medical, dental or other health and welfare benefits provided to Executive during the Term; provided, however, that such benefits shall cease to the extent Executive receives similar benefits from any Bonusbusiness which employs Executive during the Severance Period. If this Agreement is terminated In the event of termination of the Executive's employment for any reason other than by Employer without Cause pursuant to Section 7(a)(ii) above, neither Executive nor ---------------- his beneficiary or estate will have any further rights or claims against the reason set forth in Section 11(d) Employer, the Company or Section 11(e), then their Affiliates except for (i) Employee will receive one year of his Base Salary, (ii) his Bonus, (iii) a pro-rata the unpaid portion of Bonus earned the base compensation through the date of termination, (ivii) Employee shall immediately vest 2,778 shares for every full or partial month Employee was employed reimbursement of all business expenses incurred by the Company and the remainder of the Restricted Stock shall vest on the Vesting Date, Executive prior to such date; and (iviii) benefits set forth in Section 4(b) hereof (collectivelythe event of Executive's death or permanent disability, the “Severance Benefits”), payable over right to receive the base compensation under Section 6(a) above for a period of six (6) two months from following ------------ the date of Executive's termination pursuant to his subclause (iii), and all --------------- rights of Executive under the “Severance Period”). The Severance Benefit shall be payable in accordance with the Company’s payroll procedures and subject terms of any Executive benefit plans or insurance policies of Employer applicable to applicable withholdings and Employee complying with the obligations set forth in Sections 6, 7 and 8. The Severance Benefits shall also be conditioned upon Employee’s execution of a general release that becomes irrevocable within 30 days after termination of the Employee’s employmentExecutive.

Payments After Termination. If this Agreement and Employee’s employment hereunder are terminated for the reasons set forth in Sections 11(a) or 11(b), then Employee or Employees Employee’s estate will receive a lump sum equal to the Base Salary and the any Performance Bonus as of earned through the date of death or disabilitydisability to which Employee would have been entitled for the year in which the death or disability occurred in accordance with the terms of this Agreement, and all of Employee’s restricted stock Stock Options shall immediately vest. If the Company terminates this Agreement and Employee’s employment hereunder for the reasons set forth in Section 11(c) 11(c)(i-vi), then (i) Employee will receive his Base Salary through the date of termination and (ii) Employee will forfeit any entitlement that Employee may have to receive any Bonusperformance bonus. If this Agreement is terminated for the reason set forth in Section 11(d) or Section 11(e), then (i) Employee will receive one year of his Base Salary, (ii) his Bonus, (iii) a pro-rata portion of Bonus earned through the date of termination, (iv) Employee shall immediately vest 2,778 shares for every full or partial month Employee was employed by the Company and the remainder of the Restricted Stock shall vest on the Vesting Date, and (iv) benefits set forth in Section 4(b) hereof (collectively, with the payment of the Base Salary, the “Severance Benefits”), payable over for a period of six twelve (612) months from the date of termination (the “Severance Period”). If this Agreement is terminated by reason of the Company’s notice to Employee that the Company does not intend to renew or extend Employee’s employment, as allowed per Section 2(b), then Employee, on completion of the initial term of this Agreement, will receive the Severance Benefits for a period of six (6) months from the last day of the initial term of this Agreement. The Severance Benefit Benefits shall be payable in accordance with the Company’s payroll procedures and subject to applicable withholdings withholdings, and (ii) Employee complying with will forfeit any entitlement that Employee may have to receive any performance bonus and provided however, upon payment by the obligations set forth in Sections 6, 7 and 8. The Severance Benefits shall also be conditioned upon Employee’s execution of a general release that becomes irrevocable within 30 days after termination Company of the Employee’s employmentamounts described in this Section 11(f), Employee will not be entitled to receive any further compensation or benefits from the Company whatsoever.

Payments After Termination. If this Agreement and Employee’s employment hereunder are terminated for the reasons set forth in Sections 11(a) or 11(b), then Employee or Employees Employee’s estate will receive a lump sum equal to the Base Salary and the any Performance Bonus as of earned through the date of death or disabilitydisability to which Employee would have been entitled for the year in which the death or disability occurred in accordance with the terms of this Agreement, and all of Employee’s restricted stock Stock Options shall immediately vest. If the Company terminates this Agreement and Employee’s employment hereunder for the reasons set forth in Section 11(c) 11(c)(i-vi), then (i) Employee will receive his Base Salary through the date of termination and (ii) Employee will forfeit any entitlement that Employee may have to receive any Bonusperformance bonus. If this Agreement is terminated for the reason set forth in Section 11(d) or Section 11(e), then (i) Employee will receive one year of his Base Salary, (ii) his Bonus, (iii) a pro-rata portion of Bonus earned through the date of termination, (iv) Employee shall immediately vest 2,778 shares for every full or partial month Employee was employed by the Company and the remainder of the Restricted Stock shall vest on the Vesting Date, and (iv) benefits set forth in Section 4(b) hereof (collectively, with the payment of the Base Salary, the “Severance Benefits”), payable over until the expiration of the Term. If this Agreement is terminated by reason of the Company’s notice to Employee that the Company does not intend to renew or extend Employee’s employment, as allowed per Section 2(b), then Employee, on completion of the initial term of this Agreement, will receive the Severance Benefits for a period of six (6) months from the date last day of termination (the “Severance Period”)initial term of this Agreement. The Severance Benefit Benefits shall be payable in accordance with the Company’s payroll procedures and subject to applicable withholdings and withholdings. Employee complying with will forfeit any entitlement that Employee may have to receive any performance bonus and, upon payment by the obligations set forth in Sections 6, 7 and 8. The Severance Benefits shall also be conditioned upon Employee’s execution of a general release that becomes irrevocable within 30 days after termination Company of the Employee’s employmentamounts described in this Section 11(f), Employee will not be entitled to receive any further compensation or benefits from the Company whatsoever.

Payments After Termination. If this Agreement and Employee’s employment hereunder are terminated for the reasons set forth in Sections 11(a) or 11(b), then Employee or Employees Employee’s estate will receive a lump sum an amount equal to the Base Salary and the pro rata portion of the Performance Bonus as of earned through the date of death or disabilitydisability to which Employee would have been entitled for the year in which the death or disability occurred in accordance with the terms of this Agreement, and all of Employee’s Options and restricted stock shall immediately vest. If the Company terminates this Agreement and Employee’s employment hereunder for the reasons set forth in Section 11(c) 11(c)(i-vi), then (i) Employee will receive his Base Salary through the date of termination and (ii) Employee will forfeit any entitlement that Employee may have to receive any BonusPerformance Bonus for the year in which Employees employment terminates. If this Agreement is terminated for the reason set forth in Section 11(d) or Section 11(e), then (i) Employee will receive one year of his Base Salary, Average Performance Bonus (iias defined below) his Bonus, (iii) a pro-rata portion of Bonus earned through the date of termination, (iv) Employee shall immediately vest 2,778 shares for every full or partial month Employee was employed by the Company and the remainder of the Restricted Stock shall vest on the Vesting Date, and (iv) benefits set forth in Section 4(b) hereof (collectively, the “Severance Benefits”), payable over a period of six twelve (612) months from the date of termination (the “Severance Period”). The Average Performance Bonus shall mean the average of the Performance Bonuses the Employee has received during the Term. The Severance Benefit Benefits shall be payable in accordance with the Company’s payroll procedures and subject to applicable withholdings and Employee complying with withholdings. Upon payment by the obligations set forth in Sections 6, 7 and 8. The Severance Benefits shall also be conditioned upon Employee’s execution of a general release that becomes irrevocable within 30 days after termination Company of the Employee’s employmentamounts described in this Section 11(f), Employee will not be entitled to receive any further compensation or benefits from the Company whatsoever.

Payments After Termination. If this Agreement and Employee’s employment hereunder are is terminated for the reasons set forth in Sections 11(a) or 11(b), then Employee or Employees Employee’s estate will receive a lump sum equal to the Base Salary and the any Performance Bonus as of earned through the date of death or disability, and all of Employee’s stock options and restricted stock shall immediately vest. If the Company terminates this Agreement and Employee’s employment hereunder for the reasons set forth in Section 11(c) then (i) Employee will receive his Base Salary through the date of termination and (ii) Employee will forfeit any entitlement that Employee may have to receive any Performance Bonus. If this Agreement Employee’s employment hereunder is terminated for the reason set forth in Section 11(d) or Section 11(e), then (i) Employee will receive one year of his Base Salary, his Average Performance Bonus (iias defined below) his Bonus, (iii) a pro-rata portion of Bonus earned through the date of termination, (iv) Employee shall immediately vest 2,778 shares for every full or partial month Employee was employed by the Company and the remainder of the Restricted Stock shall vest on the Vesting Date, and (iv) benefits set forth in Section 4(b) hereof (collectively, with the payment of the Base Salary and Average Performance Bonus, the “Severance Benefits”), payable over a period of six twelve (612) months from the date of termination (the “Severance Period”). The Average Performance Bonus shall mean the average of the Performance Bonuses the Employee has received during the last three complete calendar years for which Employee was an employee of the Company. The Severance Benefit shall be payable in accordance with the Company’s payroll procedures and subject to applicable withholdings withholdings, and subject to Employee complying with the obligations set forth in Sections 6, 7 and 8. The Severance Benefits Any severance benefits payable to Employee also shall also be conditioned upon Employee’s execution of a general release that becomes irrevocable of claims in a form to be provided by the Company, and the release becoming effective within 30 45 days after termination of the date on which Employee’s employmentemployment terminates. Payment of any severance benefits shall be delayed until the 46th day following the date on which Employee’s employment terminates (the “Payment Commencement Date”), and any severance benefits that are so delayed shall be paid on the Payment Commencement Date.

Payments After Termination. If this Agreement and Employee’s employment hereunder are terminated for the reasons set forth in Sections 11(a) or 11(b), then Employee or Employees Employee’s estate will receive a lump sum equal to the Base Salary and the any Performance Bonus as of earned through the date of death or disability, and all disability to which Employee would have been entitled for the year in which the death or disability occurred in accordance with the terms of Employee’s restricted stock shall immediately vestthis Agreement. If the Company terminates this Agreement and Employee’s employment hereunder for the reasons set forth in Section 11(c) 11(c)(i-vi), then (i) Employee will receive his Base Salary through the date of termination and (ii) Employee will forfeit any entitlement that Employee may have to receive any Bonusperformance bonus. If this Agreement is terminated for the reason set forth in Section 11(d) or Section 11(e), then (i) Employee will receive one year of his Base Salary, (ii) his Bonus, (iii) a pro-rata portion of Bonus earned through the date of termination, (iv) Employee shall immediately vest 2,778 shares for every full or partial month Employee was employed by the Company and the remainder of the Restricted Stock shall vest on the Vesting Date, and (iv) benefits set forth in Section 4(b) hereof (collectively, with the payment of the Base Salary, the “Severance Benefits”), payable over for a period of six twelve (612) months from if the date termination occurs prior to January 31, 2005, if the termination occurs after January 31, 2005, Employee shall receive the Severance Benefits for the lesser of termination (A) one (1) year or (B) the remainder of the Term (the “Severance Period”). The Severance Benefit Benefits shall be payable in accordance with the Company’s payroll procedures and subject to applicable withholdings withholdings, provided however, Employee represents and Employee complying with warrants that during the obligations set forth Severance Period he shall affirmatively and in Sections 6, 7 good faith seek another position (whether as an employee or independent contractor) and 8. The the Severance Benefits shall also be conditioned mitigated upon Employee’s execution of his obtaining employment or being engaged as an independent contractor by a general release that becomes irrevocable within 30 days after termination third party by an amount equal to the amounts received by Employee in such new position (as an employee or identified contractor). Upon payment by the Company of the Employee’s employmentamounts described in this Section 11(f), Employee will not be entitled to receive any further compensation or benefits from the Company whatsoever.

Payments After Termination. If this Agreement and Employee’s employment hereunder are terminated for the reasons set forth in Sections 11(a) or 11(b), then Employee or Employees Employee’s estate will receive a lump sum an amount equal to the Base Salary and the pro rata portion of the Performance Bonus as of earned through the date of death or disabilitydisability to which Employee would have been entitled for the year in which the death or disability occurred in accordance with the terms of this Agreement, and all of Employee’s Options and restricted stock shall immediately vest. If the Company terminates this Agreement and Employee’s employment hereunder for the reasons set forth in Section 11(c) 11(c)(i-vi), then (i) Employee will receive his Base Salary through the date of termination and (ii) Employee will forfeit any entitlement that Employee may have to receive any BonusPerformance Bonus for the year in which Employees employment terminates. If this Agreement is terminated for the reason set forth in Section 11(d) or Section 11(e), then (i) Employee will receive one year of his Base Salary, Average Performance Bonus (iias defined below) his Bonus, (iii) a pro-rata portion of Bonus earned through the date of termination, (iv) Employee shall immediately vest 2,778 shares for every full or partial month Employee was employed by the Company and the remainder of the Restricted Stock shall vest on the Vesting Date, and (iv) benefits set forth in Section 4(b) hereof (collectively, the “Severance Benefits”), payable over a period of six twelve (612) months from the date of termination (the “Severance Period”). The Average Performance Bonus shall mean the average of the Performance Bonuses the Employee has received during the last three complete calendar years for which Employee was an employee of the Company. The Severance Benefit Benefits shall be payable in accordance with the Company’s payroll procedures and subject to applicable withholdings and Employee complying with withholdings. Upon payment by the obligations set forth in Sections 6, 7 and 8. The Severance Benefits shall also be conditioned upon Employee’s execution of a general release that becomes irrevocable within 30 days after termination Company of the Employee’s employmentamounts described in this Section 11(f), Employee will not be entitled to receive any further compensation or benefits from the Company whatsoever.” 3. Section 12(p) of the Employment Agreement is hereby amended and restated, in its entirety, to read as follows:

Payments After Termination. If this Agreement and Employee’s employment hereunder are terminated for the reasons set forth in Sections 11(a) or 11(b), then Employee or Employees Employee’s estate will receive a lump sum equal to the Base Salary and the any Performance Bonus as of earned through the date of death or disabilitydisability and any Deferred Compensation to which Employee would have been entitled for the year in which the death or disability occurred in accordance with the terms of this Agreement, and all of Employee’s restricted stock Stock Options shall immediately vest. If the Company terminates this Agreement and Employee’s employment hereunder for the reasons set forth in Section 11(c) 11(c)(i-vi), then (i) Employee will receive his Base Salary and deferred compensation through the date of termination and (ii) Employee will forfeit any entitlement that Employee may have to receive any Bonusperformance bonus. If this Agreement is terminated for the reason set forth in Section 11(d) or Section 11(e), then (i) Employee will receive one year of his Base Salary, (ii) his Bonus, (iii) a pro-rata portion of Bonus earned through the date of termination, (iv) Employee shall immediately vest 2,778 shares for every full or partial month Employee was employed by the Company deferred compensation and the remainder of the Restricted Stock shall vest on the Vesting Date, and (iv) benefits set forth in Section 4(b) hereof (collectively, with the payment of the Base Salary, the “Severance Benefits”), payable over for a period of six eighteen (618) months from if the date termination occurs prior to January 1, 2005, if the termination occurs after December 31, 2004, Employee shall receive the Severance Benefits for the lesser of termination (A) one (1) year or (B) the remainder of the Term (the “Severance Period”). The Severance Benefit shall be payable in accordance with the Company’s payroll procedures and subject to applicable withholdings withholdings, and (ii) Employee complying with will forfeit any entitlement that Employee may have to receive any performance bonus and provided however, Employee represents and warrants that during the obligations set forth Severance Period he shall affirmatively and in Sections 6, 7 good faith seek another position (whether as an employee or independent contractor) and 8. The the Severance Benefits shall also be conditioned mitigated upon Employee’s execution of his obtaining employment or being engaged as an independent contractor by a general release that becomes irrevocable within 30 days after termination third party by an amount equal to the amounts received by Employee in such new position (as an employee or identified contractor). Upon payment by the Company of the Employee’s employmentamounts described in this Section 11(f), Employee will not be entitled to receive any further compensation or benefits from the Company whatsoever.

Payments After Termination. If this Agreement and Employee’s employment hereunder are terminated for the reasons set forth in Sections 11(a) or 11(b), then Employee or Employees Employee’s estate will receive a lump sum equal to the Base Salary and the any Performance Bonus as of earned through the date of death or disabilitydisability to which Employee would have been entitled for the year in which the death or disability occurred in accordance with the terms of this Agreement, and all of Employee’s restricted stock Stock Options shall immediately vest. If the Company terminates this Agreement and Employee’s employment hereunder for the reasons set forth in Section 11(c) 11(c)(i-vi), then (i) Employee will receive his Base Salary through the date of termination and (ii) Employee will forfeit any entitlement that Employee may have to receive any Bonusperformance bonus. If this Agreement is terminated for the reason set forth in Section 11(d) or Section 11(e), then (i) Employee will receive one year of his Base Salary, (ii) his Bonus, (iii) a pro-rata portion of Bonus earned through the date of termination, (iv) Employee shall immediately vest 2,778 shares for every full or partial month Employee was employed by the Company and the remainder of the Restricted Stock shall vest on the Vesting Date, and (iv) benefits set forth in Section 4(b) hereof (collectively, with the payment of the Base Salary, the “Severance Benefits”), payable over for a period of six twelve (612) months from the date of termination (the “Severance Period”). If this Agreement is terminated by reason of the Company’s notice to Employee that the Company does not intend to renew or extend Employee’s employment, as allowed per Section 2(b), then Employee, on completion of the initial term of this Agreement, will receive the Severance Benefits for a period of six (6) months from the last day of the initial term of this Agreement. The Severance Benefit Benefits shall be payable in accordance with the Company’s payroll procedures and subject to applicable withholdings and withholdings. Employee complying with will forfeit any entitlement that Employee may have to receive any performance bonus and, upon payment by the obligations set forth in Sections 6, 7 and 8. The Severance Benefits shall also be conditioned upon Employee’s execution of a general release that becomes irrevocable within 30 days after termination Company of the Employee’s employmentamounts described in this Section 11(f), Employee will not be entitled to receive any further compensation or benefits from the Company whatsoever.

Payments After Termination. If this Agreement and Employee’s employment hereunder are terminated for the reasons set forth in Sections 11(a) or 11(b), then Employee or Employees Employee’s estate will receive a lump sum equal to the Base Salary and the any Performance Bonus as of earned through the date of death or disability, and all of Employee’s stock options and restricted stock shall immediately vest. If the Company terminates this Agreement and Employee’s employment hereunder for the reasons set forth in Section 11(c) then (i) Employee will receive his Base Salary through the date of termination and (ii) Employee will forfeit any entitlement that Employee may have to receive any Performance Bonus. If this Agreement is terminated for the reason set forth in Section 11(d) or Section 11(e), then (i) Employee will receive one year of his Base Salary, (ii) his Bonus, (iii) a pro-rata portion of Bonus earned through the date of termination, (iv) Employee shall immediately vest 2,778 shares for every full or partial month Employee was employed by the Company and the remainder of the Restricted Stock shall vest on the Vesting Date, and (iv) benefits set forth in Section 4(b) hereof (collectively, with the payment of the Base Salary, the “Severance Benefits”), payable over a period of six (6) months from the date of termination until August 14, 2012 (the “Severance Period”). If this Agreement is terminated by reason of the Company’s notice to Employee that the Company does not intend to renew or extend Employee’s employment or if the parties cannot mutually agree to renew or extend Employee’s employment, then Employee, on completion of the Term will receive the Severance Benefits until August 14, 2012. The Severance Benefit shall be payable in accordance with the Company’s payroll procedures and subject to applicable withholdings withholdings, and Employee complying with the obligations set forth in Sections 6, 7 and 8. The Severance Benefits shall also be conditioned upon Employee’s execution of a general release will forfeit any entitlement that becomes irrevocable within 30 days after termination of the Employee’s employmentEmployee may have to receive any Performance Bonus.

Payments After Termination. If (i) The Executive shall be entitled to salary and benefits under this Agreement Agreement, including (x) unreimbursed expenses incurred in the performance of his duties prior to the effective date of termination, and Employee’s employment hereunder are terminated for the reasons set forth in Sections 11(a) or 11(bwhich he would be entitled to reimbursement under Section 4(h), then Employee or Employees estate will receive a lump sum equal to the Base Salary extent documentation for such expenses is promptly, and in any event within 45 days of termination, provided to the Bonus Surviving Bank, (y) unused vacation time in accordance with the Surviving Bank’s policies, and (z) any vested benefits as of the effective date of death or disabilitytermination, and all of Employee’s restricted stock shall immediately vest. If the Company terminates this Agreement and Employee’s employment hereunder for the reasons set forth in Section 11(c) then (i) Employee will receive his Base Salary through the date of any termination pursuant to Section 8(a), including any bonus determined to be payable with respect to a completed fiscal year and not yet paid, but not including any bonus payment with respect to the year in which termination occurs. Subject to any right to elect COBRA continuation coverage or similar state group health continuation law coverage, and, except as provided in Section 8(d)(ii) through (iv), the Executive’s right to salary and benefits shall immediately terminate upon the effective date of termination of this Agreement under Section 8(a). (ii) Employee will forfeit any entitlement that Employee may have to receive any Bonus. If this Agreement the Executive’s employment is terminated for the reason set forth in under Section 11(d8(a)(ii) or Section 11(e)8(a)(iv) during the Initial Term, then and provided (i1) Employee will receive one year the Executive has executed a written release in favor of his Base Salary, (ii) his Bonus, (iii) a pro-rata portion of Bonus earned through the date of termination, (iv) Employee shall immediately vest 2,778 shares for every full or partial month Employee was employed Surviving Bank in the form attached hereto as Exhibit A and the revocation period specified therein has expired without revocation by the Company and the remainder of the Restricted Stock shall vest on the Vesting DateExecutive, and (iv2) benefits set forth the Executive has continued to comply with the provisions of this Agreement intended to survive termination, including but not limited to the Executive’s obligations under Sections 5, 6, 7 and 8(e) of this Agreement, then, in addition to the payments described in Section 4(b) hereof (collectively, the “Severance Benefits”8(d)(i), payable over a period of six (6w) months from the date of termination (the “Severance Period”). The Severance Benefit Surviving Bank shall be payable continue to pay Executive’s Base Salary in regular payroll intervals in accordance with the Company’s standard payroll procedures practices for the duration of the Executive’s obligations under Sections 6(a) through (c), (x) the Surviving Bank shall pay Executive the additional gross amount of $2,000 per month towards Executive’s health insurance premiums for the duration of the Executive’s obligations under Sections 6(a) through (c), (y) the Surviving Bank shall pay the full amount of the Guaranteed Annual Bonuses and the Annual Retention Bonuses on or about the dates contemplated by this Agreement, and (z) any unvested RSUs previously awarded to Executive pursuant to Section 4(e) of this Agreement shall immediately vest as of the effective date of Executive’s termination, subject to applicable withholdings the terms of the LTIP. (iii) If the Executive’s employment is terminated under Section 8(a)(v) during the Initial Term, and Employee complying provided (1) the Executive has executed a written release in favor of the Surviving Bank in the form attached hereto as Exhibit A and the revocation period specified therein has expired without revocation by the Executive, and (2) the Executive has continued to comply with the provisions of this Agreement intended to survive termination, including but not limited to the Executive’s obligations set forth in under Sections 5, 6, 7 and 8. The Severance Benefits 8(e) of this Agreement, then, in addition to the payments described in Section 8(d)(i), the Surviving Bank shall also be conditioned upon Employeecontinue to pay Executive’s execution of a general release that becomes irrevocable within 30 days after termination Base Salary in regular payroll intervals in accordance with the Company’s standard payroll practices for the duration of the EmployeeExecutive’s employmentobligations under Sections 6(a) through (c) and shall pay the Guaranteed Annual Bonuses on or about the dates contemplated by this Agreement. (iv) If the Executive’s employment is terminated under Section 8(a)(ii) or 8(a)(iv) following the Initial Term, and provided (1) the Executive has executed a written release to the Surviving Bank in the form attached hereto as Exhibit A and the revocation period specified therein has expired without revocation by the Executive, and (2) the Executive has continued to comply with the provisions of this Agreement intended to survive termination, including but not limited to the Executive’s obligations under Sections 5, 6, 7 and 8(e) of this Agreement, then, in addition to the payments described in Section 8(d)(i), (x) the Surviving Bank shall continue to pay Executive’s Base Salary in regular payroll intervals in accordance with the Company’s standard payroll practices for the duration of the Executive’s obligations under Sections 6(a) through (c), (y) the Surviving Bank shall pay Executive the additional gross amount of $2,000 per month towards Executive’s health insurance premiums for the duration of the Executive’s obligations under Sections 6(a) through (c), and (z) any unvested RSUs previously awarded to Executive pursuant to Section 4(e) of this Agreement shall immediately vest as of the effective date of Executive’s termination, subject to the terms of the LTIP. (v) If the Executive’s employment is terminated under Section 8(a)(v) following the Initial Term, and provided (1) the Executive has executed a written release to the Surviving Bank in the form attached hereto as Exhibit A and the revocation period specified therein has expired without revocation by the Executive, and (2) the Executive has continued to comply with the provisions of this Agreement intended to survive termination, including but not limited to the Executive’s obligations under Sections 5, 6, 7 and 8(e) of this Agreement, then, in addition to the payments described in Section 8(d)(i), the Surviving Bank shall continue to pay Executive’s Base Salary in regular payroll intervals in accordance with the Company’s standard payroll practices for the duration of the Executive’s obligations under Sections 6(a) through (c).

Payments After Termination. If this Agreement and Employee’s employment hereunder are terminated for the reasons set forth in Sections 11(a) or 11(b), then Employee or Employees Employee’s estate will receive a lump sum equal to the Base Salary and the any Performance Bonus as of earned through the date of death or disabilitydisability to which Employee would have been entitled for the year in which the death or disability occurred in accordance with the terms of this Agreement, and all of Employee’s Options and restricted stock shall immediately vest. If the Company terminates this Agreement and Employee’s employment hereunder for the reasons set forth in Section 11(c) 11(c)(i-vi), then (i) Employee will receive his Base Salary through the date of termination and (ii) Employee will forfeit any entitlement that Employee may have to receive any Performance Bonus. If this Agreement is terminated for the reason set forth in Section 11(d) or Section 11(e), then (i) Employee will receive one year of his Base Salary, his Average Performance Bonus (ii) his Bonus, (iii) a pro-rata portion of Bonus earned through the date of termination, (iv) Employee shall immediately vest 2,778 shares for every full or partial month Employee was employed by the Company and the remainder of the Restricted Stock shall vest on the Vesting Dateas defined below), and (iv) benefits set forth in Section 4(b) hereof (collectively, with the payment of the Base Salary and Average Performance Bonus, the “Severance Benefits”), payable over a period of six twelve (612) months from the date of termination (the “Severance Period”). The Average Performance Bonus shall mean the average of the Performance Bonuses the Employee has received during the Term. If this Agreement is terminated by reason of the Company’s notice to Employee that the Company does not intend to renew or extend Employee’s employment, as allowed per Section 2(b), then Employee, on completion of the initial Term of this Agreement, will receive the Severance Benefit Benefits for a period of twelve (12) months from the last day of the initial term of this Agreement. The Severance Benefits shall be payable in accordance with the Company’s payroll procedures and subject to applicable withholdings and Employee complying with withholdings. Upon payment by the obligations set forth in Sections 6, 7 and 8. The Severance Benefits shall also be conditioned upon Employee’s execution of a general release that becomes irrevocable within 30 days after termination Company of the Employee’s employmentamounts described in this Section 11(f), Employee will not be entitled to receive any further compensation or benefits from the Company whatsoever.

Payments After Termination. If (i) The Executive shall be entitled to salary and benefits under this Agreement Agreement, including (x) unreimbursed expenses incurred in the performance of his duties prior to the effective date of termination, and Employee’s employment hereunder are terminated for the reasons set forth in Sections 11(a) or 11(bwhich he would be entitled to reimbursement under Section 4(h), then Employee or Employees estate will receive a lump sum equal to the Base Salary extent documentation for such expenses is promptly, and in any event within 45 days of termination, provided to the Bonus Surviving Bank, (y) unused vacation time in accordance with the Surviving Bank’s policies, and (z) any vested benefits as of the effective date of death or disabilitytermination, and all of Employee’s restricted stock shall immediately vest. If the Company terminates this Agreement and Employee’s employment hereunder for the reasons set forth in Section 11(c) then (i) Employee will receive his Base Salary through the date of any termination pursuant to Section 8(a), including any bonus determined to be payable with respect to a completed fiscal year and not yet paid, but not including any bonus payment with respect to the year in which termination occurs. Subject to any right to elect COBRA continuation coverage or similar state group health continuation law coverage, and, except as provided in Section 8(d)(ii) through (iv), the Executive’s right to salary and benefits shall immediately terminate upon the effective date of termination of this Agreement under Section 8(a). (ii) Employee will forfeit any entitlement that Employee may have to receive any Bonus. If this Agreement the Executive’s employment is terminated for the reason set forth in under Section 11(d8(a)(ii) or Section 11(e)8(a)(iv) during the Initial Term, then and provided (i1) Employee will receive one year the Executive has executed a written release in favor of his Base Salary, (ii) his Bonus, (iii) a pro-rata portion of Bonus earned through the date of termination, (iv) Employee shall immediately vest 2,778 shares for every full or partial month Employee was employed Surviving Bank in the form attached hereto as Exhibit A and the revocation period specified therein has expired without revocation by the Company and the remainder of the Restricted Stock shall vest on the Vesting DateExecutive, and (iv2) benefits set forth the Executive has continued to comply with the provisions of this Agreement intended to survive termination, including but not limited to the Executive’s obligations under Sections 5, 6, 7 and 8(e) of this Agreement, then, in addition to the payments described in Section 4(b) hereof (collectively, the “Severance Benefits”8(d)(i), payable over a period of six (6w) months from the date of termination (the “Severance Period”). The Severance Benefit Surviving Bank shall be payable continue to pay Executive’s Base Salary in regular payroll intervals in accordance with the Company’s standard payroll procedures practices for the duration of the Executive’s obligations under Sections 6(a) through (c), (x) the Surviving Bank shall pay Executive the additional gross amount of $2,000 per month towards Executive’s health insurance premiums for the duration of the Executive’s obligations under Sections 6(a) through (c), (y) the Surviving Bank shall pay the full amount of the Guaranteed Annual Bonuses and the Annual Retention Bonuses on or about the dates contemplated by this Agreement, and (z) any unvested RSUs previously awarded to Executive pursuant to Section 4(e) of this Agreement shall immediately vest as of the effective date of Executive’s termination, subject to applicable withholdings the terms of the LTIP. (iii) If the Executive’s employment is terminated under Section 8(a)(v) during the Initial Term, and Employee complying provided (1) the Executive has executed a written release in favor of the Surviving Bank in the form attached hereto as Exhibit A and the revocation period specified therein has expired without revocation by the Executive, and (2) the Executive has continued to comply with the provisions of this Agreement intended to survive termination, including but not limited to the Executive’s obligations set forth in under Sections 5, 6, 7 and 8. The Severance Benefits 8(e) of this Agreement, then, in addition to the payments described in Section 8(d)(i), the Surviving Bank shall also be conditioned upon Employeepay Executive’s execution Base Salary in regular payroll intervals in accordance with the Company’s standard payroll practices for the remainder of a general release that becomes irrevocable within 30 days after termination duration of the EmployeeExecutive’s employmentobligations under Sections 6(a) through (c) and shall pay the Guaranteed Annual Bonuses on or about the dates contemplated by this Agreement. (iv) If the Executive’s employment is terminated under Section 8(a)(ii) or 8(a)(iv) following the Initial Term, and provided (1) the Executive has executed a written release to the Surviving Bank in the form attached hereto as Exhibit A and the revocation period specified therein has expired without revocation by the Executive, and (2) the Executive has continued to comply with the provisions of this Agreement intended to survive termination, including but not limited to the Executive’s obligations under Sections 5, 6, 7 and 8(e) of this Agreement, then, in addition to the payments described in Section 8(d)(i), (x) the Surviving Bank shall continue to pay Executive’s Base Salary in regular payroll intervals in accordance with the Company’s standard payroll practices for the duration of the Executive’s obligations under Sections 6(a) through (c), (y) the Surviving Bank shall pay Executive the additional gross amount of $2,000 per month towards Executive’s health insurance premiums for the duration of the Executive’s obligations under Sections 6(a) through (c), and (z) any unvested RSUs previously awarded to Executive pursuant to Section 4(e) of this Agreement shall immediately vest as of the effective date of Executive’s termination, subject to the terms of the LTIP. (v) If the Executive’s employment is terminated under Section 8(a)(v) following the Initial Term, and provided (1) the Executive has executed a written release to the Surviving Bank in the form attached hereto as Exhibit A and the revocation period specified therein has expired without revocation by the Executive, and (2) the Executive has continued to comply with the provisions of this Agreement intended to survive termination, including but not limited to the Executive’s obligations under Sections 5, 6, 7 and 8(e) of this Agreement, then, in addition to the payments described in Section 8(d)(i), the Surviving Bank shall continue to pay Executive’s Base Salary in regular payroll intervals in accordance with the Company’s standard payroll practices for the duration of the Executive’s obligations under Sections 6(a) through (c).

Payments After Termination. If this Agreement Employee's employment with Company terminates at the end of the Employment Period referred to in Section 2 hereof for reasons other than incapacity or death or Cause, Employee shall be entitled to all the following upon execution of a release satisfactory to Company and Employee’s employment hereunder are terminated for the reasons set forth in Sections 11(a) or 11(b), then Employee or Employees estate will receive a lump sum equal Lincoln ("Release"): a. Company shall pay to the Base Salary and Employee $600,000 in 26 equal biweekly installments; b. Employee shall become entitled to EPIC bonus payments as set out on Exhibit A; c. Employee shall be entitled to receive an early retirement benefit without adjustment for Employee's age; d. Employee shall be entitled to outplacement benefits through Right & Associates' standard program for executives or a similar firm approved by Company; and e. Employee shall be entitled to executive financial planning benefits for calendar year 1998. In the Bonus as event that Employee's employment terminates prior to the end of the date of Employment Period due to death or disability, the amounts specified in subsections a, b and all of Employee’s restricted stock c above shall immediately veststill be payable. If Employee's employment terminates during the Company terminates this Agreement and Employee’s employment hereunder Employment Period for the reasons set forth specified in Section 11(c) then (i) 5c, upon execution of a Release, Employee will receive his Base Salary through the date of termination and (ii) Employee will forfeit any entitlement that Employee may have shall be entitled to receive any Bonus$285,000 in 26 equal biweekly installments and the benefit specified in subsection c above shall also be payable. If this Agreement is terminated Employee's employment terminates during the Employment Period for the reason set forth reasons specified in Section 11(d) or Section 11(e)5b, then (i) Employee will receive one year upon execution of his Base Salarya Release, (ii) his Bonus, (iii) a pro-rata portion of Bonus earned through the date of termination, (iv) Employee shall immediately vest 2,778 shares for every full or partial month Employee was employed by the Company and the remainder of the Restricted Stock shall vest on the Vesting Date, and (iv) benefits set forth be entitled to receive $285,000 in Section 4(b) hereof (collectively, the “Severance Benefits”), payable over a period of six (6) months from the date of termination (the “Severance Period”)26 equal biweekly installments. The Severance Benefit amounts provided under subsections b and c above shall be payable in accordance with only if the Company’s payroll procedures and subject to applicable withholdings and indictment or charges are dismissed or Employee complying with the obligations set forth in Sections 6, 7 and 8. The Severance Benefits shall also be conditioned upon Employee’s execution is acquitted as a result of a general release that becomes irrevocable within 30 days after termination of the Employee’s employmenttrial.