Common use of Payments and Benefits Clause in Contracts

Payments and Benefits. Subject to the terms and conditions of this Agreement, if the Executive’s employment is terminated during the Term of this Agreement and before a Change in Control (A) by the Company for a reason other than for Cause or (B) by the Executive for Good Reason, the Executive shall be entitled to: (a) a lump sum severance payment equal to one times the Executive’s annual base salary in effect immediately prior to the Termination Date. (b) a lump sum payment in an amount equal to the annual short-term incentive compensation to which the Executive would have been entitled had he continued in the employ of the Company through the last day of the calendar year in which the Termination Date occurs, pro-rated for the number of days during the calendar year that the Executive was employed prior to the Termination Date; provided, however, that such payment shall be made only if and to the extent the applicable performance measure(s) for such calendar year have actually been met. (c) with respect to each outstanding and nonvested long-term performance award (including an equity-based or a non-equity-based long-term performance award) granted to the Executive by the Company for which the Termination Date precedes the end of the performance period by less than one (1) year, a payment equal to the amount the Executive would have received under each such award had he continued in the employ of the Company through the last day of the applicable performance period, pro-rated for the number of days during such performance period that the Executive was employed prior to the Termination Date; provided, however, that such payment shall be made only if and to the extent the applicable performance measure(s) for such performance period have actually been met. (d) with respect to each then-outstanding and vested stock option granted to the Executive by the Company, exercise such option at any time during the period beginning on the Termination Date and ending on the earlier of the original expiration date of each such option (without regard to any accelerated expiration date otherwise resulting from the Executive’s termination of employment) or the expiration of the three-month period following the Termination Date. (e) continued health benefit coverage for the Executive and the Executive’s qualified beneficiaries as provided in Section 4980B of the Code (“COBRA”). Such COBRA continuation coverage shall be provided to the Executive and the Executive’s qualified beneficiaries only if and to the extent that the Executive (or his qualified beneficiaries, as applicable) make a timely and proper election to be covered under COBRA and make timely payments for the cost of such coverage; provided, however, that such COBRA coverage shall be at the Company’s expense for the period beginning on the day after the Termination Date and ending on the earlier of (i) the first anniversary of the Termination Date or (ii) the date on which the Executive commences employment with another employer. (f) for the period beginning on the Termination Date and ending on the earlier of (i) the first anniversary of the Termination Date and (ii) the date on which the Executive commences employment with another employer, the Executive shall be permitted the use of a Company-owned or leased automobile on the terms and conditions set forth in the Company’s Automobile Policy. For the avoidance of doubt, the Executive shall not be entitled to any benefits under this Agreement if his termination of employment occurs on account of his death, disability, or voluntary resignation (other than for Good Reason).

Payments and Benefits. Subject to the terms and conditions of this Agreement, if the Executive’s employment is terminated during the Term of this Agreement and before a Change in Control (A) by the Company for a reason other than for Cause or (B) by the Executive for Good Reason, the Executive shall be entitled to: (a) a lump sum severance payment equal to one times the Executive’s annual base salary in effect immediately prior to the Termination Date.Date to be paid in equal installments on the dates corresponding to the Company’s standard payroll practices; (b) a lump sum payment in an amount equal to the annual short-term incentive compensation pro rata portion of any discretionary bonuses to which the Executive would have been entitled had he continued in the employ of the Company through the last day of the calendar fiscal year in which the Termination Date occurs, pro-rated for the number of days during the calendar fiscal year that the Executive was employed prior to the Termination Date; provided, however, that such payment shall be made only if and to the extent the applicable performance measure(s) measures for payment of such calendar year bonuses have actually been met.; (c) with respect to each outstanding and nonvested long-term performance award (including an equity-based or a non-equity-based long-term performance award) granted to the Executive by the Company for which the Termination Date precedes the end of the performance period by less than one (1) year, a payment equal to the amount the Executive would have received under each such award had he continued in the employ of the Company through the last day of the applicable performance period, pro-rated for the number of days during such performance period that the Executive was employed prior to the Termination Date; provided, however, that such payment shall be made only if and to the extent the applicable performance measure(s) for such performance period have actually been met. (d) with respect to each then-outstanding and vested stock option options and other Executive owned equity of the Company granted or otherwise made available to the Executive by the Company, exercise such option at any time during Company shall be treated in accordance with the period beginning on the Termination Date and ending on the earlier terms of the original expiration date of each such option (without regard to any accelerated expiration date otherwise resulting from the Executive’s termination of employment) or the expiration of the three-month period following the Termination Date.Atkore International Group Inc. Stock Incentive Plan; (ed) continued if the Employee elects group health benefit continuation coverage for pursuant to the Executive and the Executive’s qualified beneficiaries Consolidated Omnibus Budget Reconciliation Act of 1985, as provided in Section 4980B of the Code amended (“COBRA”). Such COBRA continuation , the Company shall continue to pay the Company portion to continue coverage shall be provided for the Employee and any electing dependents of the Employee until the earlier of: (a) the end of the applicable severance pay period; or (b) such date that the Employee becomes eligible for coverage under another employer health plan, subject to the Executive and the Executive’s qualified beneficiaries only if and to the extent that the Executive (or his qualified beneficiaries, as applicable) make a timely and proper election to be covered under COBRA and make timely payments for the cost terms of such coverage; provided, however, that such COBRA coverage shall be at the Company’s expense for the period beginning on the day after the Termination Date group health plan and ending on the earlier of (i) the first anniversary of the Termination Date or (ii) the date on which the Executive commences employment with another employer. (f) for the period beginning on the Termination Date and ending on the earlier of (i) the first anniversary of the Termination Date and (ii) the date on which the Executive commences employment with another employer, the Executive shall be permitted the use of a Company-owned or leased automobile on the terms and conditions set forth in the Company’s Automobile Policyapplicable law. For the avoidance of doubt, the Executive shall not be entitled to any benefits under this Agreement if his termination of employment occurs on account of his death, disability, or voluntary resignation (other than for Good Reason). All payments provided under paragraph 4 shall be subject to applicable withholding taxes.

Payments and Benefits. Subject to the terms and conditions of this AgreementIf we terminate your employment without Cause, or if the Executive’s employment is terminated during the Term of this Agreement and before you resign for Good Reason, on or within 12 months after a Change in Control (as each capitalized term is defined below), we shall provide you the following: (i) Your annual base salary earned through the date of termination and any vested accrued benefits, to the extent not previously paid or deferred under a tax-qualified or nonqualified deferred compensation arrangement, to be paid in a lump sum within the time periods mandated by applicable law after your termination of employment (“Accrued Obligations”); (ii) Subject to Section 2(b) below, an amount equal to 1.5 times your then-current annual base salary (as determined without regard to any diminution thereof that gave rise to Good Reason), to be paid in a lump sum no later than sixty (60) days after your termination of employment; (iii) Subject to Section 2(b) below, we shall continue to provide you (and, if applicable, your spouse and eligible dependents), at the Company’s expense, with substantially similar coverage under our group health plans, in which you (or they) participated immediately before your termination of employment, for a period of 12 months after your termination of employment; on the condition that this continued coverage will cease if, before the end of the 12-month period, you become eligible to participate in another employer-provided group health plan providing substantially similar coverage; and (iv) Subject to Section 2(b) below, we shall cause 100% of all equity awards granted to you on or after March 13, 2008 to become fully vested and nonforfeitable upon your termination of employment and otherwise exercisable in accordance with the terms of the applicable equity plan and award agreement pursuant to which such awards were granted; except to the extent that this acceleration of vesting would disqualify a payment intended to qualify as “performance-based compensation” (as defined under Section 162(m) of the Internal Revenue Code of 1986, as amended and any regulations and Treasury guidance promulgated thereunder (the “Code”)) from being so qualified. (v) Notwithstanding anything to the contrary in this agreement, if we terminate your employment without Cause, or if you resign for Good Reason, before a Change in Control, and if you reasonably demonstrate that your termination of employment (A) by was at the Company for request of a reason other than for Cause third party who has taken steps reasonably calculated to effect the Change in Control or (B) by the Executive for Good Reason, the Executive shall be entitled to: (a) a lump sum severance payment equal to one times the Executive’s annual base salary otherwise arose in effect immediately prior to the Termination Date. (b) a lump sum payment in an amount equal to the annual short-term incentive compensation to which the Executive would have been entitled had he continued in the employ connection with or anticipation of the Company through the last day Change in Control, then for purposes of the calendar year in which the Termination Date occursthis Section 2(a), pro-rated for the number of days during the calendar year that the Executive was employed prior to the Termination Date; provided, however, that such payment shall be made only if and to the extent the applicable performance measure(s) for such calendar year have actually been met. (c) with respect to each outstanding and nonvested long-term performance award (including an equity-based or a non-equity-based long-term performance award) granted to the Executive by the Company for which the Termination Date precedes the end of the performance period by less than one (1) year, a payment equal to the amount the Executive would have received under each such award had he continued in the employ of the Company through the last day of the applicable performance period, pro-rated for the number of days during such performance period that the Executive was employed prior to the Termination Date; provided, however, that such payment shall be made only if and to the extent the applicable performance measure(s) for such performance period have actually been met. (d) with respect to each then-outstanding and vested stock option granted to the Executive by the Company, exercise such option at any time during the period beginning on the Termination Date and ending on the earlier of the original expiration date of each such option (without regard to any accelerated expiration date otherwise resulting from the Executive’s termination of employment) or the expiration of the three-month period following the Termination Date. (e) continued health benefit coverage for the Executive and the Executive’s qualified beneficiaries as provided in Section 4980B of the Code (“COBRA”). Such COBRA continuation coverage shall be provided to the Executive and the Executive’s qualified beneficiaries only if and to the extent that the Executive (or his qualified beneficiaries, as applicable) make a timely and proper election to be covered under COBRA and make timely payments for the cost of such coverage; provided, however, that such COBRA coverage shall be at the Company’s expense for the period beginning on the day after the Termination Date and ending on the earlier of (i) the first anniversary of the Termination Date or (ii) the date on which the Executive commences employment with another employer. (f) for the period beginning on the Termination Date and ending on the earlier of (i) the first anniversary of the Termination Date and (ii) the date on which the Executive commences employment with another employer, the Executive shall be permitted the use of a Company-owned or leased automobile on the terms and conditions set forth in the Company’s Automobile Policy. For the avoidance of doubt, the Executive shall not be entitled to any benefits under this Agreement if his your termination of employment occurs will be deemed to have occurred on account of his death, disability, or voluntary resignation (other than for Good Reason)the Change in Control.

Payments and Benefits. Subject To the extent that severance payments or benefits pursuant to this Agreement are conditioned upon the terms execution and conditions delivery by Executive of this Agreementa release of claims, if the Company shall provide the release of claims upon a termination of employment and Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered within twenty-one (21) calendar days following the date of Executive’s employment termination of employment. A seven (7) day revocation period after the release agreement is terminated during signed and returned will apply. If the Term of this Agreement foregoing release is executed and before a Change delivered and no longer subject to revocation as provided in Control (A) by the Company for a reason other than for Cause or (B) by preceding sentence, then the Executive for Good Reason, the Executive following shall be entitled toapply: (a) a lump sum severance To the extent that any such cash payment equal or continuing benefit to one times be provided is not “nonqualified deferred compensation” for purposes of Code Section 409A, then such payment or benefit shall commence upon the Executive’s annual base salary in effect first scheduled payment date immediately following the date that the release is executed, delivered and no longer subject to revocation (the “Release Effective Date”). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Termination DateRelease Effective Date under the terms of this Agreement applied as though such payments commenced immediately upon Executive’s termination of employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following Executive’s termination of employment. (b) a lump sum To the extent that any such cash payment in an amount equal or continuing benefit to be provided is “nonqualified deferred compensation” for purposes of Code Section 409A, then such payments or benefits shall be made or commence on the annual short-term incentive compensation to which first payroll following the Executive twenty first (21st) day following Executive’s termination of employment. The first such cash payment shall include payment of all amounts that otherwise would have been entitled due prior thereto under the terms of this Agreement had he continued such payments commenced immediately upon Executive’s termination of employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the employ time such benefits would have expired had such benefits commenced immediately following Executive’s termination of the Company through employment. (c) For purposes of compliance with Code Section 409A, (i) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the calendar taxable year following the taxable year in which the Termination Date occurssuch expenses were incurred by Executive, pro-rated for the number of days during the calendar year that the Executive was employed prior to the Termination Date; provided, however, that such payment shall be made only if and to the extent the applicable performance measure(s) for such calendar year have actually been met. (c) with respect to each outstanding and nonvested long-term performance award (including an equity-based or a non-equity-based long-term performance award) granted to the Executive by the Company for which the Termination Date precedes the end of the performance period by less than one (1) year, a payment equal to the amount the Executive would have received under each such award had he continued in the employ of the Company through the last day of the applicable performance period, pro-rated for the number of days during such performance period that the Executive was employed prior to the Termination Date; provided, however, that such payment shall be made only if and to the extent the applicable performance measure(s) for such performance period have actually been met. (d) with respect to each then-outstanding and vested stock option granted to the Executive by the Company, exercise such option at any time during the period beginning on the Termination Date and ending on the earlier of the original expiration date of each such option (without regard to any accelerated expiration date otherwise resulting from the Executive’s termination of employment) or the expiration of the three-month period following the Termination Date. (e) continued health benefit coverage for the Executive and the Executive’s qualified beneficiaries as provided in Section 4980B of the Code (“COBRA”). Such COBRA continuation coverage shall be provided to the Executive and the Executive’s qualified beneficiaries only if and to the extent that the Executive (or his qualified beneficiaries, as applicable) make a timely and proper election to be covered under COBRA and make timely payments for the cost of such coverage; provided, however, that such COBRA coverage shall be at the Company’s expense for the period beginning on the day after the Termination Date and ending on the earlier of (i) the first anniversary of the Termination Date or (ii) the date on which the Executive commences employment with any right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another employer. (f) for the period beginning on the Termination Date and ending on the earlier of (i) the first anniversary of the Termination Date benefit, and (iiiii) the date on which the Executive commences employment with another employerno such reimbursement, the Executive shall be permitted the use of a Company-owned or leased automobile on the terms and conditions set forth in the Company’s Automobile Policy. For the avoidance of doubt, the Executive shall not be entitled to any benefits under this Agreement if his termination of employment occurs on account of his death, disabilityexpenses eligible for reimbursement, or voluntary resignation (in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other than for Good Reason)taxable year.

Payments and Benefits. Subject to the terms and conditions In consideration of this Agreement, if the Executive’s employment is terminated during agreement to (i) provide the Term of this Agreement and before a Change consulting services described in Control Section 3(a), (Aii) be bound by the Company for a reason other than for Cause or covenants set forth in Section 5, and (Biii) by be subject to the Executive for Good Reasonprovisions of the release agreement dated as of the date hereof (the “Release”), including the release of claims set forth therein, the Executive shall be entitled toreceive the following payments and benefits, to which he is not otherwise entitled: (ai) a lump sum severance payment equal For consulting services rendered pursuant to one times Section 3(a), the Executive’s annual base salary Executive shall receive 6 monthly installment payments of $16,666.67, commencing on the date which is 30 days following the Termination Date, plus any usual, ordinary and customary out of pocket expenses the Executive incurs in effect immediately prior to performing services at the request of the Company. (ii) For being obligated under the restrictive covenants set forth in Section 5 and executing (and not revoking) the Release, the Executive shall receive 18 monthly installment payments of $16,666.67, commencing on the date which is seven months following the Termination Date. (biii) The Executive shall be eligible to receive a lump sum payment in an amount from the Company’s annual incentive plan for the fiscal year ending on March 31, 2010, equal to the annual short-term incentive compensation to which the Executive payment he would have been entitled received had he continued remained in the employ employment of the Company through the last day end of such fiscal year, multiplied by a fraction, the calendar year in numerator of which the Termination Date occurs, pro-rated for is the number of days during elapsed from April 1, 2009 to the calendar year that Termination Date, and the denominator of which is 365. Such amount, if any, shall be paid at the time such award would otherwise have been paid to other participants had the Executive’s employment not terminated, but in no event later than June 15, 2010. (iv) Provided the Executive was employed prior timely elects to continue medical coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for himself and, if applicable, his dependents following the termination of his employment, the Company shall reimburse the Executive for the full COBRA premium for such medical coverage until the earliest of (i) the close of the 18th calendar month following the termination of the Executive’s employment, or (ii) the date the Executive becomes eligible to participate in a comparable plan of a subsequent employer. If the COBRA continuation coverage continues beyond the time period set forth above, the Executive shall be responsible for the full COBRA premium for any additional months of coverage. (v) All stock options granted to the Executive pursuant to the Company’s equity incentive plan(s) which are vested and outstanding as of the Termination Date (options to purchase 239,506 shares as of the date hereof) shall remain exercisable until a date which is the earlier of the expiration of the term of such stock options or the 180th day following the Termination Date; provided, however, that such payment shall be made only if and to the extent the applicable performance measure(s) for such calendar year have actually been met. (c) with respect to each outstanding and nonvested long-term performance award (including an equity-based or a non-equity-based long-term performance award) granted to the Executive by the Company for which the Termination Date precedes the end of the performance period by less than one (1) year, a payment equal agrees not to the amount the Executive would have received under each such award had he continued in the employ of the Company through the last day of the applicable performance period, pro-rated for the number of days during such performance period that the Executive was employed prior to the Termination Date; provided, however, that such payment shall be made only if and to the extent the applicable performance measure(s) for such performance period have actually been met. (d) with respect to each then-outstanding and vested stock option granted to the Executive by the Company, exercise such option stock options until at any time during least the period beginning on the Termination Date and ending on the earlier of the original expiration date of each such option (without regard to any accelerated expiration date otherwise resulting from the Executive’s termination of employment) or the expiration of the three-month period 120th day following the Termination Date. (e) continued health benefit coverage for , unless the Executive and the Executive’s qualified beneficiaries as provided Company permits otherwise in Section 4980B of the Code (“COBRA”)writing. Such COBRA continuation coverage shall be provided Subject to the Executive and the Executive’s qualified beneficiaries only if and to the extent that the Executive (or his qualified beneficiaries, as applicable) make a timely and proper election to be covered under COBRA and make timely payments for the cost of such coverage; provided, however, that such COBRA coverage shall be at the Company’s expense for the period beginning on the day after the Termination Date and ending on the earlier of (i) the first anniversary of the Termination Date or (ii) the date on which the Executive commences employment with another employer. (f) for the period beginning on the Termination Date and ending on the earlier of (i) the first anniversary of the Termination Date and (ii) the date on which the Executive commences employment with another employerforegoing restrictions, the Executive shall be permitted to exercise the use of a Company-owned or leased automobile on options pursuant to the terms and conditions set forth in methods permitted under the Company’s Automobile Policy. For the avoidance of doubt, the Executive shall not be entitled to any benefits under this Agreement if his termination of employment occurs on account of his death, disability, or voluntary resignation (other than for Good Reason)applicable equity plan.

Payments and Benefits. Subject In consideration for Executive’s execution of this Agreement, but subject to the terms of this Agreement, the Company agrees to provide to Executive the following payments and benefits consistent with and subject to the terms of the Severance Policy: (a) Executive will receive payments in installments of $103,125.00, less tax withholding and other legally allowed deductions, paid in accordance with the Company’s regular payroll practices, for a period of twenty-four (24) months, commencing on the effective date hereof (“Severance Period”). The total amount of payments made under this paragraph shall be $4,950,000.00 (“Severance Payments”). (b) During the first year of the Severance Period, Executive and his eligible dependents will continue to be eligible for coverage under all group health plans in which the Executive and his dependents were participating immediately prior to the Separation Date. The cost to the Executive of such coverage and the terms and conditions of this Agreement, if the Executive’s employment is terminated such coverage during the Term first year of this Agreement and before a Change in Control (A) by the Company for a reason other than for Cause or (B) by the Executive for Good Reason, the Executive Severance Period shall be entitled to: (a) a lump sum severance payment equal the same as those applicable to one times the Executive’s annual base salary in effect immediately prior to the Termination Date. (b) a lump sum payment in an amount equal to the annual short-term incentive compensation to which the Executive would have been entitled had he continued in the employ of the Company through the last day of the calendar year in which the Termination Date occurs, pro-rated for the number of days during the calendar year that the Executive was employed prior to the Termination Date; provided, however, that such payment shall be made only if and to the extent the applicable performance measure(s) for such calendar year have actually been met. (c) with respect to each outstanding and nonvested long-term performance award (including an equity-based or a non-equity-based long-term performance award) granted to the Executive by the Company for which the Termination Date precedes the end of the performance period by less than one (1) year, a payment equal to the amount the Executive would have received under each such award had he continued in the employ of the Company through the last day of the applicable performance period, pro-rated for the number of days similarly situated active employees during such performance period that period. Notwithstanding the Executive was employed prior to the Termination Date; providedforegoing, however, that such payment shall be made only if and to the extent the applicable performance measure(s) for such performance period have actually been met. (d) with respect to each then-outstanding and vested stock option granted to the Executive by the Company, exercise such option at any time during the period beginning on the Termination Date and ending on the earlier of the original expiration date of each such option (without regard to any accelerated expiration date otherwise resulting from the Executive’s termination of employment) or after the expiration of the three-month period following first year of the Termination Date. (e) continued health benefit coverage for Severance Period, the Executive (and his dependents) shall lose Company-sponsored group health coverage unless a timely election is made for continued group health coverage under the Executive’s qualified beneficiaries Consolidated Omnibus Budget Reconciliation Act of 1986, as provided in Section 4980B of the Code amended (“COBRA”). Such Company shall pay to the Executive, as an additional Severance Benefit, a lump sum approximately equal to the difference in cost between COBRA continuation coverage premiums and active employee premiums for the twelve months remaining in the Severance Period calculated by Company in its discretion as of the Termination Date, which payment shall be provided constitute taxable income to the Executive and which shall be paid no later than the Executive’s qualified beneficiaries only if and 30th day following the expiration of the first year of the Severance Period. Continued coverage under COBRA will be subject to the extent that terms of the Executive (or his qualified beneficiaries, as applicable) make a timely relevant welfare plans and proper election to be covered under COBRA and make timely payments for the cost of such coverage; provided, however, that such COBRA coverage shall be at in accordance with the Company’s expense for policies applicable to similarly situated employees, as amended from time to time. Subject to the period beginning on the day after the Termination Date and ending on the earlier of (i) the first anniversary terms of the Termination Date Advisory Agreement and commencing with the effective date hereof, Executive will not be eligible to continue active participation in any other Company benefit plan or (ii) the date on which the Executive commences employment with another employerprogram, including but not limited to long-term incentive compensation, 401(k), or any other plan. Details about specific plan coverages and electing COBRA coverage will be provided separately. (fc) for In the period beginning on event of Executive’s death during the Termination Date and ending on the earlier of (i) the first anniversary of the Termination Date and (ii) the date on which the Executive commences employment with another employerSeverance Period, the Executive shall remaining Severance Payments will be permitted the use of a Company-owned or leased automobile on the terms and conditions set forth in the Companypaid to Executive’s Automobile Policy. For the avoidance of doubt, the Executive shall not be entitled to any benefits under this Agreement if his termination of employment occurs on account of his death, disability, or voluntary resignation (other than for Good Reason)estate.

Payments and Benefits. Subject to In consideration for the terms and conditions of Executive’s entering into this Agreement, if specifically including the Executive’s employment is terminated during the Term restrictive covenants contained in Section VI of this Agreement and before the Executive’s execution on the Effective Date of a Change release of claims substantially in Control the form attached to this Agreement as Exhibit A (A) by the Company for a reason other than for Cause or (B) by the Executive for Good Reason“Release”), the Executive shall be entitled to:to receive the payments and benefits described in Sections IIA, IIB and IIC of this Agreement, subject to the Executive’s (i) executing the Release on the Effective Date and not revoking the Release before expiration of the seven-day revocation period described therein, and (ii) continued compliance with the covenants set forth in Section VI of this Agreement on the terms described in Section VIH of this Agreement. A. Continued payment during the period commencing on the Effective Date and ending on the second anniversary of the Effective Date (athe “Consulting Period”) a lump sum severance payment equal to one times of the Executive’s annual base salary in effect immediately prior to the Termination Date. Effective Date (b) a lump sum payment in an amount equal to the annual short-term incentive compensation to which the Executive would have been entitled had he continued in the employ of the Company through the last day of the calendar year in which the Termination Date occurswhich, pro-rated for the number avoidance of days doubt, shall not include any amounts in respect of any car allowance or payments for any other perquisites or benefits for the Executive), in 24 equal monthly installments during the calendar year that Consulting Period; B. Medical and dental benefit coverage during the Executive was employed prior to the Termination DateConsulting Period; providedprovided that, however, that such payment shall be made only if and to the extent the applicable performance measure(s) for such calendar year have actually been met. (c) with respect to each outstanding and nonvested long-term performance award (including an equity-based or a non-equity-based long-term performance award) granted to the Executive by the Company for which the Termination Date precedes the end of the performance period by less than one (1) year, a payment equal to the amount the Executive would have received under each such award had he continued in the employ of the Company through the last day of the applicable performance period, pro-rated for the number of days during such performance period that the Executive was employed prior to the Termination Date; provided, however, that such payment shall be made only if and to the extent the applicable performance measure(s) for such performance period have actually been met. (d) with respect to each then-outstanding and vested stock option granted to the Executive by the Company, exercise such option at any time during the period beginning commencing on the Termination Effective Date and ending on the earlier of the original expiration date of each such option (without regard to any accelerated expiration date otherwise resulting from on which the Executive’s termination coverage under the Consolidated Omnibus Budget Reconciliation Act of employment) or the expiration of the three-month period following the Termination Date. (e) continued health benefit coverage for the Executive and the Executive’s qualified beneficiaries 1985, as provided in Section 4980B of the Code amended (“COBRA”). Such COBRA continuation ) terminates as provided by law, such coverage shall be provided to in the Executive and form of payment by the Company of the Executive’s qualified beneficiaries only if and his dependents’ COBRA premiums, and, with respect to any portion of the extent Consulting Period that continues after COBRA coverage terminates, the Company shall provide such additional coverage by either allowing the Executive (or his qualified beneficiaries, as applicable) make a timely to continue to participate in the Company’s medical and proper election to be covered under COBRA and make timely payments for the cost of such coverage; provided, however, that such COBRA coverage shall be dental plans at the Company’s expense sole cost, or, if such continued participation is not permitted by the plan or by an insurance policy paying for benefits under the plan or if such continued participation would have an adverse impact on the tax-free nature of the medical and dental benefits provided to any other participant in the plan, then, the Company agrees to provide such coverage by purchasing for the period beginning on Executive a medical and dental insurance policy that provides coverage that is as comparable as is commercially available to the day after coverage under the Termination Date medical and ending on the earlier of (i) the first anniversary dental plans in effect as of the Termination Date or (ii) the date on which Effective Date. If the Executive commences employment is required to pay tax with another employer. (f) respect to the premium paid by the Company for such insurance policy, the period beginning on Company shall pay the Termination Date and ending on the earlier of (i) the first anniversary Executive 25% of the Termination Date total amount of such taxable premium; C. Payment by Prime Holdings of the “Stock Repurchase Amount”, subject to and (ii) the date on which the Executive commences employment in accordance with another employer, the Executive shall be permitted the use of a Company-owned or leased automobile on the terms and conditions set forth in the Company’s Automobile Policy. For the avoidance of doubt, the Executive shall not be entitled to any benefits under this Agreement if his termination of employment occurs on account of his death, disability, or voluntary resignation (other than for Good Reason)Section IIC.

Payments and Benefits. Subject to In consideration of the terms promises and conditions of releases set forth in this Agreement, if the ExecutiveCompany has agreed to provide certain payments and benefits to Employee, as follows: a. The Company agrees to pay Employee a bonus for 2019. The amount of the bonus will be determined by multiplying (i) Employee’s employment is terminated 2019 target bonus by (ii) the 2019 bonus funding rate applicable to Employee, as determined under the Morningstar, Inc. Incentive Plan, and (iii) a percentage that considers the Employee’s individual performance and contributions during the Term of this Agreement and before a Change in Control (A2019. This payment will be made no later than February 28, 2020. b. The Company agrees that, subject to i) approval by the Company for a reason other Compensation Committee of the Board of Directors and ii) Employee’s compliance with his/her obligations under this Agreement, Employee’s unvested Restricted Stock Units (RSU) and Market Stock Units (MSU) that were granted more than for Cause or (B) by the Executive for Good Reason, the Executive shall be entitled to: (a) a lump sum severance payment equal to one times the Executive’s annual base salary in effect immediately year prior to the Termination Date. Date shall not terminate as a result of the termination of Employee’s employment with the Company on the Termination Date and shall continue to vest as if Employee remained employed (b) a lump sum payment in an amount equal collectively, the “Retained Units”). Specifically, Employee’s unvested RSUs will continue to vest and be released to Employee on the annual short-term incentive compensation to which the Executive dates that they would have been entitled released had he continued in the employ of the Company through the last day of the calendar year in which the Termination Date occurshe/she remained employed. Similarly, pro-rated for Employee’s unvested MSUs will remain outstanding and the number of days during the calendar year that the Executive was employed prior MSUs Employee earns will vest and be released to the Termination Date; provided, however, that such payment shall be made only if and to the extent the applicable performance measure(s) for such calendar year have actually been met. (c) with respect to each outstanding and nonvested long-term performance award (including an equity-based or a non-equity-based long-term performance award) granted to the Executive by the Company for which the Termination Date precedes Employee after the end of the performance period by less than one (1) year, a payment equal to and based on the amount the Executive final performance and corresponding payout factor as they would have received under each such award if Employee had he continued in the employ of the Company through the last day of the applicable performance period, pro-rated for the number of days during such performance period remained employed. (Note: Employee may have tax obligations due prior to when they would have come due if he/she had remained employed.) c. Employee acknowledges that the Executive was employed prior to the Termination Date; provided, however, that such payment shall be made only if payments and to the extent the applicable performance measure(s) for such performance period have actually been met. (d) with respect to each then-outstanding and vested stock option granted to the Executive by the Company, exercise such option at any time during the period beginning on the Termination Date and ending on the earlier of the original expiration date of each such option (without regard to any accelerated expiration date otherwise resulting from the Executive’s termination of employment) or the expiration of the three-month period following the Termination Date. (e) continued health benefit coverage for the Executive and the Executive’s qualified beneficiaries as provided in Section 4980B of the Code (“COBRA”). Such COBRA continuation coverage shall be provided to the Executive and the Executive’s qualified beneficiaries only if and to the extent that the Executive (or his qualified beneficiaries, as applicable) make a timely and proper election to be covered under COBRA and make timely payments for the cost of such coverage; provided, however, that such COBRA coverage shall be at the Company’s expense for the period beginning on the day after the Termination Date and ending on the earlier of (i) the first anniversary of the Termination Date or (ii) the date on which the Executive commences employment with another employer. (f) for the period beginning on the Termination Date and ending on the earlier of (i) the first anniversary of the Termination Date and (ii) the date on which the Executive commences employment with another employer, the Executive shall be permitted the use of a Company-owned or leased automobile on the terms and conditions benefits set forth in paragraphs 5(a) and (b) above exceed those to which he/she would otherwise be entitled upon separation of employment from the Company’s Automobile Policy. For the avoidance of doubt, the Executive shall not be entitled to any benefits under this Agreement if his termination of employment occurs on account of his death, disability, or voluntary resignation (other than for Good Reason).

Payments and Benefits. Subject In consideration for the Executive's agreement to be bound by the terms and conditions of this Agreement, if including but not limited to Section 5(c) hereof and the Executive’s employment is terminated during the Term of this Agreement and before a Change Release set forth in Control (A) by the Company for a reason other than for Cause or (B) by the Executive for Good ReasonSection 3 hereof, the Executive shall be entitled toto receive from the Company the payments and benefits set forth in subparagraphs (i) through (vi) of this Section 1(c), provided that the Executive shall not have revoked such Release: (ai) on the eighth day after the Executive's execution of this Agreement, to the extent there has been no revocation of the Release by the Executive prior to such date (the "Payment Date"), the Company shall pay the Executive in a lump sum severance payment in cash any accrued and unpaid base salary or deferred compensation in respect of periods through the Effective Date; (ii) on the Payment Date, the Company shall pay the Executive a lump sum in cash in an amount equal to one times $1,500,000, less applicable withholding; (iii) for a period of three years beginning on the Executive’s annual base salary in effect Payment Date, the Company will continue to provide, on the same basis as executive officers of the Company generally, the health benefits (but excluding disability benefits) provided to the Executive and his spouse and eligible dependants immediately prior to the Termination Date. Payment Date (b) a lump sum payment provided that the Executive continues to make all required employee contributions). In the event that the Executive's participation in any such plan or program is barred by the terms thereof, the Company shall pay to the Executive an amount equal to the annual short-term incentive compensation contribution, payments, credits or allocation made by the Company to him, to his account or on his behalf under such plans and programs from which his continued participation is barred except that if the Executive's participation in any health or medical insurance plan or program is barred, the Company shall obtain and pay for, on the Executive's behalf, individual insurance plans, policies or programs that provide to the Executive and his spouse health and medical insurance coverage which is equivalent to the insurance coverage to which the Executive would have been and his spouse were entitled had he continued prior to the Payment Date; (iv) as of the Payment Date, the Company shall provide the Executive with a life insurance policy in accordance with the employ Split-Dollar Insurance Agreement dated October14, 1991, with a death benefit of at least $3,000,000 to the Executive's designated beneficiaries, and which shall include the cash surrender value thereof; (v) the Executive's outstanding deferred stock grant of 75,000 shares of the common stock of the Company through the last day shall fully vest as of the calendar year in which the Termination Payment Date occursand, pro-rated for the number of days during the calendar year that the Executive was employed prior to the Termination Date; provided, however, that such payment shall be made only if and to the extent the applicable performance measure(s) for such calendar year have actually been met. (c) with respect to each outstanding and nonvested long-term performance award (including an equity-based or a non-equity-based long-term performance award) granted to the Executive permitted by the Company for which the Termination Date precedes the end terms of the performance period by less than one (1) year, a payment equal to the amount the Executive would have received under each such award had he continued in the employ of the Company through the last day of the applicable performance period, pro-rated for the number of days during such performance period that the Executive was employed prior to the Termination Date; provided, however, that such payment shall be made only if and to the extent the applicable performance measure(s) for such performance period have actually been met. (d) with respect to each then-outstanding and vested stock option granted to the Executive by the Company, exercise such option at any time during the period beginning on the Termination Date and ending on the earlier of the original expiration date of each such option (without regard to any accelerated expiration date otherwise resulting from the Executive’s termination of employment) or the expiration of the three-month period following the Termination Date. (e) continued health benefit coverage for the Executive and the Executive’s qualified beneficiaries as provided in Section 4980B of the Code (“COBRA”). Such COBRA continuation coverage shall be provided to the Executive and the Executive’s qualified beneficiaries only if and to the extent that the Executive (or his qualified beneficiaries, as applicable) make a timely and proper election to be covered under COBRA and make timely payments for the cost of such coverage; provided, however, that such COBRA coverage shall be at the Company’s expense for the period beginning on the day after the Termination Date and ending on the earlier of (i) the first anniversary of the Termination Date or (ii) the date on which the Executive commences employment with another employer. (f) for the period beginning on the Termination Date and ending on the earlier of (i) the first anniversary of the Termination Date and (ii) the date on which the Executive commences employment with another employer's Deferred Compensation Plan, the Executive shall be permitted entitled to defer receipt of such shares until no later than January 1, 2003; and (vi) the use Executive's obligations under the promissory note entered in favor of the Company for funds borrowed by the Executive for purchases of the Company's common stock shall be forgiven as of the Payment Date and Executive shall be reimbursed for any federal or state income taxes owed as a Company-owned or leased automobile result of such forgiveness on the terms and conditions set forth in the Company’s Automobile Policy. For the avoidance of doubt, the Executive shall not be entitled to any benefits under this Agreement if his termination of employment occurs on account of his death, disability, or voluntary resignation (other than for Good Reason)Payment Date.

Payments and Benefits. Subject to the terms and conditions of this AgreementIf we terminate your employment without Cause, or if the Executive’s employment is terminated during the Term of this Agreement and before you resign for Good Reason, on or within 12 months after a Change in Control (as each capitalized term is defined below), we shall provide you the following: (i) Your annual base salary earned through the date of termination and any vested accrued benefits, to the extent not previously paid or deferred under a tax-qualified or nonqualified deferred compensation arrangement, to be paid in a lump sum within the time periods mandated by applicable law after your termination of employment (“Accrued Obligations”); (ii) Subject to Section 2(b) below, an amount equal to 2 times your then-current annual base salary (as determined without regard to any diminution thereof that gave rise to Good Reason), to be paid in a lump sum no later than sixty (60) days after your termination of employment; (iii) Subject to Section 2(b) below, we shall continue to provide you (and, if applicable, your spouse and eligible dependents), at the Company’s expense, with substantially similar coverage under our group health plans, in which you (or they) participated immediately before your termination of employment, for a period of 18 months after your termination of employment; on the condition that this continued coverage will cease if, before the end of the 18-month period, you become eligible to participate in another employer-provided group health plan providing substantially similar coverage; and (iv) Subject to Section 2(b) below, we shall cause 100% of all equity awards granted to you on or after March 13, 2008 to become fully vested and nonforfeitable upon your termination of employment and otherwise exercisable in accordance US_ACTIVE:\44101127\4\51306.0001 with the terms of the applicable equity plan and award agreement pursuant to which such awards were granted; except to the extent that this acceleration of vesting would disqualify a payment intended to qualify as “performance-based compensation” (as defined under Section 162(m) of the Internal Revenue Code of 1986, as amended and any regulations and Treasury guidance promulgated thereunder (the “Code”)) from being so qualified. (v) Notwithstanding anything to the contrary in this agreement, if we terminate your employment without Cause, or if you resign for Good Reason, before a Change in Control, and if you reasonably demonstrate that your termination of employment (A) by was at the Company for request of a reason other than for Cause third party who has taken steps reasonably calculated to effect the Change in Control or (B) by the Executive for Good Reason, the Executive shall be entitled to: (a) a lump sum severance payment equal to one times the Executive’s annual base salary otherwise arose in effect immediately prior to the Termination Date. (b) a lump sum payment in an amount equal to the annual short-term incentive compensation to which the Executive would have been entitled had he continued in the employ connection with or anticipation of the Company through the last day Change in Control, then for purposes of the calendar year in which the Termination Date occursthis Section 2(a), pro-rated for the number of days during the calendar year that the Executive was employed prior to the Termination Date; provided, however, that such payment shall be made only if and to the extent the applicable performance measure(s) for such calendar year have actually been met. (c) with respect to each outstanding and nonvested long-term performance award (including an equity-based or a non-equity-based long-term performance award) granted to the Executive by the Company for which the Termination Date precedes the end of the performance period by less than one (1) year, a payment equal to the amount the Executive would have received under each such award had he continued in the employ of the Company through the last day of the applicable performance period, pro-rated for the number of days during such performance period that the Executive was employed prior to the Termination Date; provided, however, that such payment shall be made only if and to the extent the applicable performance measure(s) for such performance period have actually been met. (d) with respect to each then-outstanding and vested stock option granted to the Executive by the Company, exercise such option at any time during the period beginning on the Termination Date and ending on the earlier of the original expiration date of each such option (without regard to any accelerated expiration date otherwise resulting from the Executive’s termination of employment) or the expiration of the three-month period following the Termination Date. (e) continued health benefit coverage for the Executive and the Executive’s qualified beneficiaries as provided in Section 4980B of the Code (“COBRA”). Such COBRA continuation coverage shall be provided to the Executive and the Executive’s qualified beneficiaries only if and to the extent that the Executive (or his qualified beneficiaries, as applicable) make a timely and proper election to be covered under COBRA and make timely payments for the cost of such coverage; provided, however, that such COBRA coverage shall be at the Company’s expense for the period beginning on the day after the Termination Date and ending on the earlier of (i) the first anniversary of the Termination Date or (ii) the date on which the Executive commences employment with another employer. (f) for the period beginning on the Termination Date and ending on the earlier of (i) the first anniversary of the Termination Date and (ii) the date on which the Executive commences employment with another employer, the Executive shall be permitted the use of a Company-owned or leased automobile on the terms and conditions set forth in the Company’s Automobile Policy. For the avoidance of doubt, the Executive shall not be entitled to any benefits under this Agreement if his your termination of employment occurs will be deemed to have occurred on account of his death, disability, or voluntary resignation (other than for Good Reason)the Change in Control.

Payments and Benefits. Subject (a) After March 31, 2006, in the event (i) Employee is not terminated for Cause, (ii) he complies with his obligations hereunder and (iii) he re-executes the Agreement after March 31, 2006 as provided in paragraph 15(e) below, he will be paid his base salary of $475,000 in accordance with normal payroll practices through the Retirement Date. (b) In the event (i) the Retirement Date occurs prior to Mxxxx 00, 0000, (xx) Employee is not terminated for Cause prior to Mxxxx 00, 0000, (xxx) he complies with his obligations hereunder, and (iv) after the Retirement Date he re-executes this Agreement as provided in paragraph 15(e) below, Employee will be paid the remaining unpaid portion of his base salary of $475,000 through March 31, 2007. Such payments will be made to Employee in accordance with normal payroll practices and will commence in the payroll period following the eighth day after Employee’s re-execution of this Agreement as provided in paragraph 15(e). (c) Employee will be eligible to continue to participate in the Executive Incentive Plan for the period through calendar year 2005, subject to the terms and conditions of this Agreement, if the Executive’s employment is terminated during the Term of this Agreement and before a Change such Plan. Employee shall not be entitled to participate in Control (A) by the Company for a reason other than for Cause or (B) by the Executive for Good Reason, the Executive shall be entitled to: (a) a lump sum severance payment equal to one times the Executive’s annual base salary Incentive Plan or any bonus plan in effect immediately prior to the Termination Date. (b) a lump sum payment in an amount equal to the annual short-term incentive compensation to which the Executive would have been entitled had he continued in the employ of the Company through the last day of the calendar year in which the Termination Date occurs, pro-rated for the number of days during the calendar year that the Executive was employed prior to the Termination Date; provided, however, that such payment shall be made only if and to the extent the applicable performance measure(s) for such calendar year have actually been met. (c) with respect to each outstanding and nonvested long-term performance award (including an equity-based 2006 or a non-equity-based long-term performance award) granted to the Executive by the Company for which the Termination Date precedes the end of the performance period by less than one (1) year, a payment equal to the amount the Executive would have received under each such award had he continued in the employ of the Company through the last day of the applicable performance period, pro-rated for the number of days during such performance period that the Executive was employed prior to the Termination Date; provided, however, that such payment shall be made only if and to the extent the applicable performance measure(s) for such performance period have actually been metthereafter. (d) with respect to each then-outstanding and vested stock option granted to Employee’s health coverage under the Executive by the Company, exercise such option at any time during the period beginning Employer’s group health plan will terminate on the Termination Date Retirement Date. Thereafter, Employee will be provided an opportunity to continue health coverage for himself and ending on qualifying dependents under the earlier of Employer’s group health plan in accordance with the original expiration date of each such option Consolidated Omnibus Budget Reconciliation Act (without regard to any accelerated expiration date otherwise resulting from the Executive’s termination of employment) or the expiration of the three-month period following the Termination Date“COBRA”). (e) continued health benefit coverage for Through the Executive and the Executive’s qualified beneficiaries as provided in Section 4980B of the Code (“COBRA”). Such COBRA continuation coverage shall Retirement Date, Employee will be provided eligible to the Executive and the Executive’s qualified beneficiaries only if and to the extent that the Executive (or his qualified beneficiaries, as applicable) make a timely and proper election to be covered under COBRA and make timely payments for the cost of such coverage; provided, however, that such COBRA coverage shall be at the Company’s expense for the period beginning on the day after the Termination Date and ending on the earlier of (i) continue vesting in options to purchase stock of Employer which were previously granted to him, subject to the first anniversary terms of the Termination Date or Dendrite’s stock option plans, (ii) continue to be eligible to participate in the date on which deferred compensation plan, subject to the Executive commences employment with another employerterms and conditions of the deferred compensation plan, and (iii) continue to be eligible to participate in the Employer’s 401(k) Plan and Stock Purchase Plan, subject to the terms and conditions of such plans. For purposes of clarification, in the event of a “Change in Control” (as defined in the Employment Agreement), all of Employee’s options previously granted to him at the time of such event shall immediately vest and all sale restrictions shall be lifted. (f) Employee will continue to be eligible for life insurance coverage under Dendrite’s policy through the Retirement Date. As soon as practicable following the Retirement Date, the ownership of the insurance policy securing the Employee’s account balance under Dendrite’s nonqualified deferred compensation plan shall be transferred from Dendrite to the Employee. Such transfer is conditioned upon obtaining consent of the insurance company that issued or maintains such policy. Upon such transfer, Dendrite shall have no further responsibilities with respect to such policy and the Employee shall be responsibility for maintaining the policy, including paying applicable premiums thereunder. (g) Dendrite will reimburse Employee for up to $30,000 for the period beginning costs already incurred in refinancing his residence in Pennsylvania (“Refinancing Costs”); provided that Employee provides Dendrite appropriate documentation and verification of such costs in accordance with Dendrite policy. (h) Dendrite will reimburse Employee for up to $200,000 for relocation costs if Employee relocates from Pennsylvania on or before December 31, 2006; subject to Dendrite’s relocation policy and provided that Employee provides Dendrite appropriate documentation and verification of such relocation costs in accordance with its policies and further provided that such costs are not eligible to be reimbursed by any future employer of Employee. If the Termination Date relocation described in the preceding sentence does not occur prior to December 31, 2006, but occurs between January 1, 2007 and ending on Mxxxx 00, 0000, Xxxxxxxx will reimburse Employee for up to $170,000 for such relocation costs, subject to the earlier of provisions set forth above. (i) In the first anniversary event of Employee’s death, his estate shall receive the Termination Date and (iipayments set forth in paragraph 2(b) the date on which the Executive commences employment with another employer, the Executive shall be permitted the use of a Company-owned or leased automobile on the same terms and conditions as set forth therein. In the event that Employee dies before re-execution to Agreement as set forth in paragraphs 2(b) and 15(e), Employee’s estate must re-execute this Agreement on Employee’s behalf in order to receive the Company’s Automobile Policy. For the avoidance of doubtpayments in paragraph 2(b). (j) Except as otherwise set forth in this Agreement, the Executive from and after March 31, 2006, Employee shall not be entitled to receive any further compensation or monies from Employer or to receive any benefits under this Agreement if his termination or participate in any benefit plan or program of employment occurs on account of his death, disability, or voluntary resignation (other than for Good Reason)Employer.

Payments and Benefits. Subject Provided that Xxxxxxxx has executed and delivered to the terms Company on or prior to the date hereof, and conditions of this Agreement, if the Executive’s employment is terminated has not revoked during the Term seven (7) day revocation period following the date hereof (the “Revocation Period”), the general release referred to in Section 7 of this Agreement and before a Change in Control attached hereto as Exhibit A (A) by the “Release”), the Company for a reason other than for Cause or (B) shall make the payments and provide the benefits set forth in this Section 3. 3.1 For the services rendered hereunder by the Executive for Good ReasonXxxxxxxx, the Executive shall be entitled to: (a) a lump sum severance payment equal Company will pay to one times Xxxxxxxx $58,333 per month, with such payments commencing on the Executive’s annual base salary in effect immediately prior to first regularly scheduled accounting period which occurs after the Termination Dateexpiration of the Revocation Period. (b) a lump sum payment in an amount equal to 3.2 Throughout the annual short-term incentive compensation to course of his employment, Xxxxxxxx has received the awards under various Company equity plans which the Executive would have been entitled had he continued in the employ remain unvested as of the Engagement Date as set forth on Exhibit B (collectively, the “Equity Awards”). Xxxxxxxx and the Company through agree that such Equity Awards shall continue to vest in accordance with the last day terms of the calendar year in which the Termination Date occurs, pro-rated for the number of days applicable plans during the calendar year Term so long as Xxxxxxxx continues to provide the services described in Section 2 on the same schedule as they vested during the period of Xxxxxxxx’x employment with the Company. The portion of the Equity Awards that the Executive was employed prior to the Termination Date; provided, however, that such payment shall be made only if and to the extent the applicable performance measure(s) for such calendar year have actually been met. (c) with respect to each outstanding and nonvested long-term performance award (including an equity-based or a non-equity-based long-term performance award) granted to the Executive by the Company for which the Termination Date precedes remain unvested as of the end of the performance period by less than one (1) yearTerm shall terminate in accordance with the terms of the applicable plans. In addition, a payment equal notwithstanding the terms of the applicable Company equity plans and equity award agreements, all options to the amount the Executive would have received under each such award had he continued in the employ purchase common stock of the Company through the last day held by Xxxxxxxx as of the applicable performance perioddate hereof and that are either exercisable as of the date hereof or become exercisable during the Term pursuant to this Section 3.2 shall remain exercisable until October 14, pro-rated for the number 2016, at which time such options shall terminate immediately and become void and of days during such performance period that the Executive was employed prior to the Termination Date; provided, however, that such payment shall be made only if and to the extent the applicable performance measure(s) for such performance period have actually been metno effect. (d) with respect to each then-outstanding 3.3 As contemplated by that certain Employment Agreement dated as of May 15, 2004, between Xxxxxxxx and vested stock option granted to the Executive by the Company, exercise such option at any time during as amended (the period beginning on the Termination Date and ending on the earlier of the original expiration date of each such option (without regard to any accelerated expiration date otherwise resulting from the Executive’s termination of employment) or the expiration of the three-month period following the Termination Date. (e) continued health benefit coverage for the Executive and the Executive’s qualified beneficiaries as provided in Section 4980B of the Code (“COBRAEmployment Agreement”). Such COBRA continuation coverage shall , Xxxxxxxx will be provided to the Executive and the Executive’s qualified beneficiaries only if and to the extent that the Executive (or his qualified beneficiaries, as applicable) make a timely and proper election to be covered paid any bonus earned under COBRA and make timely payments for the cost of such coverage; provided, however, that such COBRA coverage shall be at the Company’s expense for Management Incentive Plan (the period beginning on the day after the Termination Date and ending on the earlier of (i) the first anniversary of the Termination Date or (ii) the date on which the Executive commences employment with another employer. (f“MIP”) for the period beginning on 2014 calendar year, in accordance with the Termination Date terms of, and ending on at the earlier of (i) the first anniversary of the Termination Date and (ii) the date on which the Executive commences employment with another employertime specified in, the Executive MIP and the Employment Agreement, prorating, for purposes of service under the MIP, Xxxxxxxx’x employment through the Engagement Date. Xxxxxxxx’x services as a consultant during the Term pursuant to Section 2 of this Agreement shall not count in the determination of any employment or service requirement for an award under the MIP. 3.4 Xxxxxxxx must receive prior written approval from the Company for, or the Company must later ratify in its reasonable discretion, any out-of-pocket expenses arising from services provided in accordance with this Agreement for which he seeks reimbursement, which will be permitted the use of a Company-owned or leased automobile on the terms and conditions set forth in reimbursed pursuant to the Company’s Automobile standard policies. All such expenses must be submitted in accordance with the Company’s Expense Policy. For the avoidance of doubt, the Executive shall not be entitled to any benefits under this Agreement if his termination of employment occurs on account of his death, disability, or voluntary resignation (other than for Good Reason).

Payments and Benefits. Subject In consideration for Executive’s execution of this Agreement, but subject to the terms of this Agreement, the Company agrees to provide to Executive the following payments and benefits: (a) Executive will receive semi-monthly payments in installments of $61,458.33, less tax withholding and other legally allowed deductions, paid in accordance with the Company’s regular payroll practices, commencing on October 1, 2014 and continuing until September 30, 2015 (the “Separation Period”). The total amount of payments made under this paragraph shall be $1,475,000.00 (“Separation Payments”). (b) Executive and eligible dependents will continue to be eligible for coverage under FDC’s medical, dental and vision plans until September 30, 2015, subject to the terms of the relevant plans, the Company’s policies applicable to similarly situated employees as amended from time to time, and the remaining provisions of this subparagraph (b). The cost to Executive of such coverage and the terms and conditions of this Agreement, if the Executive’s employment is terminated such coverage during the Term of this Agreement and before a Change in Control (A) by the Company for a reason other than for Cause or (B) by the Executive for Good Reason, the Executive Separation Period shall be entitled to: (a) a lump sum severance payment equal the same as those applicable to one times the Executive’s annual base salary in effect immediately prior to the Termination Date. (b) a lump sum payment in an amount equal to the annual short-term incentive compensation to which the Executive would have been entitled had he continued in the employ of the Company through the last day of the calendar year in which the Termination Date occurs, pro-rated for the number of days during the calendar year that the Executive was employed prior to the Termination Date; provided, however, that such payment shall be made only if and to the extent the applicable performance measure(s) for such calendar year have actually been met. (c) with respect to each outstanding and nonvested long-term performance award (including an equity-based or a non-equity-based long-term performance award) granted to the Executive by the Company for which the Termination Date precedes the end of the performance period by less than one (1) year, a payment equal to the amount the Executive would have received under each such award had he continued in the employ of the Company through the last day of the applicable performance period, pro-rated for the number of days similarly situated active employees during such performance period that period. Thereafter, Executive (and his eligible dependents) shall lose Company-sponsored group health coverage unless a timely election is made for continued group health coverage under the Executive was employed prior to the Termination Date; providedConsolidated Omnibus Budget Reconciliation Act of 1986, however, that such payment shall be made only if and to the extent the applicable performance measure(s) for such performance period have actually been met. (d) with respect to each then-outstanding and vested stock option granted to the Executive by the Company, exercise such option at any time during the period beginning on the Termination Date and ending on the earlier of the original expiration date of each such option (without regard to any accelerated expiration date otherwise resulting from the Executive’s termination of employment) or the expiration of the three-month period following the Termination Date. (e) continued health benefit coverage for the Executive and the Executive’s qualified beneficiaries as provided in Section 4980B of the Code amended (“COBRA”). Such COBRA continuation In the event Executive becomes eligible to receive benefits under a subsequent employer’s benefit program, Executive’s continued benefit coverage shall cease unless a timely election is made for COBRA. From and after the beginning of the Separation Period, Executive will not be eligible to continue active participation in any other FDC benefit plan, program or perquisite, including, but not limited to, long-term incentive compensation, 401(k), life insurance, long-term disability coverage, or any other plan or policy. Details about specific plan coverage, conversion and distribution eligibility will be provided to the Executive and the Executive’s qualified beneficiaries only if and to the extent that the Executive (or his qualified beneficiaries, as applicable) make a timely and proper election to be covered under COBRA and make timely payments for the cost of such coverage; provided, however, that such separately. Information on electing COBRA coverage shall will be provided at the Company’s expense for the period beginning on the day after the Termination Date and ending on the earlier conclusion of group health plan eligibility (c) Unless Executive (i) substantially fails to perform his employment duties consistent with his past practices prior to the first anniversary filing of the second quarter 10-Q or (ii) thereafter substantially fails to perform such transitional duties as may be requested by the CEO prior to his Termination Date, Executive will be eligible to receive a prorated bonus for 2014 in the amount of $600,000.00, less tax withholding and other legally allowed deductions. Payment of this bonus will be made on or before October 31, 2014. (d) Pursuant to their governing terms and conditions, Executive will retain all options and restricted stock awards he received prior to his Termination Date. All such awards that are not vested as of the Termination Date will continue to vest until December 31, 2015. On that date, any yet unvested options and restricted shares shall be forfeited on a prorated basis, based on full months elapsed since the grant date. Executive will not receive any additional options or restricted stock awards after his Termination Date. If no Qualified Public Offering (iias defined in the Management Stockholder’s Agreement (the “MSA”)) of the date 2007 Stock Incentive Plan for Key Employees of First Data Corporation) has occurred prior to December 31, 2015, Company agrees to exercise, at the next regularly scheduled meeting of its Board of Directors, its Call Rights on which all vested shares, options and restricted stock awards then held by Executive, at the Executive commences employment fair market value then determined by the Board in accordance with another employerthe MSA. (fe) for In the period beginning on event of Executive’s death during the Termination Date and ending on the earlier of (i) the first anniversary of the Termination Date and (ii) the date on which the Executive commences employment with another employerSeparation Period, the Executive shall remaining Separation Payments will be permitted the use of a Company-owned or leased automobile on the terms and conditions set forth in the Companypaid to Executive’s Automobile Policy. For the avoidance of doubt, the Executive shall not be entitled to any benefits under this Agreement if his termination of employment occurs on account of his death, disability, or voluntary resignation (other than for Good Reason)estate.

Payments and Benefits. Subject to the terms and conditions of this AgreementIf we terminate your employment without Cause, or if the Executive’s employment is terminated during the Term of this Agreement and before you resign for Good Reason, on or within 12 months after a Change in Control (as each capitalized term is defined below), we shall provide you the following: (i) Your annual base salary earned through the date of termination and any vested accrued benefits, to the extent not previously paid or deferred under a tax-qualified or nonqualified deferred compensation arrangement, to be paid in a lump sum within the time periods mandated by applicable law after your termination of employment (“Accrued Obligations”); (ii) Subject to Section 2(b) below, an amount equal to 2 times your then-current annual base salary (as determined without regard to any diminution thereof that gave rise to Good Reason), to be paid in a lump sum no later than sixty (60) days after your termination of employment; (iii) Subject to Section 2(b) below, we shall continue to provide you (and, if applicable, your spouse and eligible dependents), at the Company’s expense, with substantially similar coverage under our group health plans, in which you (or they) participated immediately before your termination of employment, for a period of 18 months after your termination of employment; on the condition that this continued coverage will cease if, before the end of the 18-month period, you become eligible to participate in another employer-provided group health plan providing substantially similar coverage; and (iv) Subject to Section 2(b) below, we shall cause 100% of all equity awards granted to you on or after March 13, 2008 to become fully vested and nonforfeitable upon your termination of employment and otherwise exercisable in accordance with the terms of the applicable equity plan and award agreement pursuant to which such awards were granted; except to the extent that this acceleration of vesting would disqualify a payment intended to qualify as “performance-based compensation” (as defined under Section 162(m) of the Internal Revenue Code of 1986, as amended and any regulations and Treasury guidance promulgated thereunder (the “Code”)) from being so qualified. (v) Notwithstanding anything to the contrary in this agreement, if we terminate your employment without Cause, or if you resign for Good Reason, before a Change in Control, and if you reasonably demonstrate that your termination of employment (A) by was at the Company for request of a reason other than for Cause third party who has taken steps reasonably calculated to effect the Change in Control or (B) by the Executive for Good Reason, the Executive shall be entitled to: (a) a lump sum severance payment equal to one times the Executive’s annual base salary otherwise arose in effect immediately prior to the Termination Date. (b) a lump sum payment in an amount equal to the annual short-term incentive compensation to which the Executive would have been entitled had he continued in the employ connection with or anticipation of the Company through the last day Change in Control, then for purposes of the calendar year in which the Termination Date occursthis Section 2(a), pro-rated for the number of days during the calendar year that the Executive was employed prior to the Termination Date; provided, however, that such payment shall be made only if and to the extent the applicable performance measure(s) for such calendar year have actually been met. (c) with respect to each outstanding and nonvested long-term performance award (including an equity-based or a non-equity-based long-term performance award) granted to the Executive by the Company for which the Termination Date precedes the end of the performance period by less than one (1) year, a payment equal to the amount the Executive would have received under each such award had he continued in the employ of the Company through the last day of the applicable performance period, pro-rated for the number of days during such performance period that the Executive was employed prior to the Termination Date; provided, however, that such payment shall be made only if and to the extent the applicable performance measure(s) for such performance period have actually been met. (d) with respect to each then-outstanding and vested stock option granted to the Executive by the Company, exercise such option at any time during the period beginning on the Termination Date and ending on the earlier of the original expiration date of each such option (without regard to any accelerated expiration date otherwise resulting from the Executive’s termination of employment) or the expiration of the three-month period following the Termination Date. (e) continued health benefit coverage for the Executive and the Executive’s qualified beneficiaries as provided in Section 4980B of the Code (“COBRA”). Such COBRA continuation coverage shall be provided to the Executive and the Executive’s qualified beneficiaries only if and to the extent that the Executive (or his qualified beneficiaries, as applicable) make a timely and proper election to be covered under COBRA and make timely payments for the cost of such coverage; provided, however, that such COBRA coverage shall be at the Company’s expense for the period beginning on the day after the Termination Date and ending on the earlier of (i) the first anniversary of the Termination Date or (ii) the date on which the Executive commences employment with another employer. (f) for the period beginning on the Termination Date and ending on the earlier of (i) the first anniversary of the Termination Date and (ii) the date on which the Executive commences employment with another employer, the Executive shall be permitted the use of a Company-owned or leased automobile on the terms and conditions set forth in the Company’s Automobile Policy. For the avoidance of doubt, the Executive shall not be entitled to any benefits under this Agreement if his your termination of employment occurs will be deemed to have occurred on account of his death, disability, or voluntary resignation (other than for Good Reason)the Change in Control.

Payments and Benefits. Subject to the terms and conditions of this Agreement, if the Executive’s employment is terminated during the Term of this Agreement and before a Change in Control (A) by the Company for a reason other than for Cause or (B) by the Executive for Good Reason, the Executive shall be entitled to: (a) a lump sum severance payment equal to one times the Executive’s annual base salary in effect immediately prior to the Termination Date.Terminate Date to be paid in twelve equal monthly installments on the dates corresponding to the Company’s standard payroll practices; (b) a lump sum payment in an amount equal to the annual short-term incentive compensation pro rata portion of any discretionary bonuses to which the Executive would have been entitled had he continued in the employ of the Company through the last day of the calendar year in which the Termination Date occurs, pro-rated for the number of days during the calendar year that the Executive was employed prior to the Termination Date; provided, however, that such payment shall be made only if and to the extent the all applicable performance measure(s) measures for payment of such calendar year bonuses have actually been met.; (c) with respect to each outstanding and nonvested long-term performance award (including an equity-based or a non-equity-based long-term performance award) granted to the Executive by the Company for which the Termination Date precedes the end of the performance period by less than one (1) year, a payment equal to the amount the Executive would have received under each such award had he continued in the employ of the Company through the last day of the applicable performance period, pro-rated for the number of days during such performance period that the Executive was employed prior to the Termination Date; provided, however, that such payment shall be made only if and to the extent the applicable performance measure(s) for such performance period have actually been met. (d) with respect to each then-outstanding and vested stock option granted to the Executive by the Company, exercise such option at any time during Company shall be treated in accordance with the period beginning on the Termination Date and ending on the earlier terms of the original expiration date of each such option (without regard to any accelerated expiration date otherwise resulting from the Executive’s termination of employment) or the expiration of the three-month period following the Termination Date.Atkore International Group Inc. Stock Incentive Plan; (ed) continued if the Employee elects group health benefit continuation coverage for pursuant to the Executive and the Executive’s qualified beneficiaries Consolidated Omnibus Budget Reconciliation Act of 1985, as provided in Section 4980B of the Code amended (“COBRA”). Such COBRA continuation , the Company shall continue to pay the Company portion to continue coverage shall be provided for the Employee and any electing dependents of the Employee until the earlier of: (a) the end of the applicable severance pay period; or (b) such date that the Employee becomes eligible for coverage under another employer health plan, subject to the Executive and the Executive’s qualified beneficiaries only if and to the extent that the Executive (or his qualified beneficiaries, as applicable) make a timely and proper election to be covered under COBRA and make timely payments for the cost terms of such coverage; provided, however, that such COBRA coverage shall be at the Company’s expense for the period beginning on the day after the Termination Date group health plan and ending on the earlier of (i) the first anniversary of the Termination Date or (ii) the date on which the Executive commences employment with another employer. (f) for the period beginning on the Termination Date and ending on the earlier of (i) the first anniversary of the Termination Date and (ii) the date on which the Executive commences employment with another employerapplicable law, the Executive shall be permitted the use of a Company-owned or leased automobile on the terms and conditions set forth in the Company’s Automobile Policy. For the avoidance of doubt, the Executive shall not be entitled to any benefits under this Agreement if his termination of employment occurs on account of his death, disability, or voluntary resignation (other than for Good Reason). All payments provided under paragraph 4 shall be subject to applicable withholding taxes.