Common use of Payments and Benefits Clause in Contracts

Payments and Benefits. (A) Except for a termination of employment for a reason specified in subsections (A), (B), (C) or (D) of Section 3 hereof, the following payments and benefits, less any amounts required to be withheld therefrom under any applicable federal, state or local income tax, other tax, or social security laws or similar statutes, shall be paid to Employee (i) upon any termination of Employee's employment with the Corporation that occurs during the term of this Agreement and within the two-year period following a Change in Control or (ii) upon the Employee's termination of employment with the Corporation for "Good Reason," as defined in Section 4 of this Agreement, that occurs during the term of this Agreement and during the third year following a Change in Control: (1) Within thirty (30) days following such a termination, Employee shall be paid: (i) at his or her then-effective salary, for services performed through the date of termination, and (ii) any earned and unpaid amount of any bonus or incentive payment (for example, any bonus earned but not yet paid under the Corporation's executive bonus compensation plan with respect to the calendar year preceding the year in which the termination of employment occurs); and (2) Within thirty (30) days following such a termination, Employee shall be paid a lump sum payment of an amount equal to two (2) times Employee's "Base Amount." For purposes hereof, Base Amount is defined as Employee's average includable compensation paid by the Corporation for the five (5) most recent taxable years ending before the date on which the Change in Control occurs. The definition, interpretation and calculation of the dollar amount of Base Amount shall be in a manner consistent with and as required by the provisions of Section 280G of the Internal Revenue Code of 1986, as amended ("Code"), and the regulations and rulings of the Internal Revenue Service promulgated thereunder. (B) Employee acknowledges that payment in accordance with this Section 5 shall be deemed to constitute a full settlement and discharge of any and all obligations of the Corporation or Meridian Mutual to Employee arising out of his or her employment with the Corporation and the termination thereof, except for any vested rights Employee may then have under any insurance, pension, supplemental pension, thrift, employee stock ownership, stock option plans or other benefit plans sponsored or made available by the Corporation or Meridian Mutual.

Payments and Benefits. (A) Except for a In the event of the Executive’s termination of employment for a reason specified without Cause under Section 2(b) or the termination of the Executive’s employment in subsections (Aaccordance with the provisions of Section 2(f), (B), (C) or (D) of Section 3 hereof, he shall be entitled to the following payments and benefits, less in addition to accrued compensation, un-reimbursed expenses described in Section 3(i), and the benefits to which he may be entitled under the terms of any amounts required plans or programs of the Bank in which he is a participant or to be withheld therefrom under any applicable federal, state or local income tax, other tax, or social security laws or similar statutes, shall be paid to Employee which he is a party: (i) upon any termination The Executive will be paid an amount equal to three times the sum of Employee's employment with the Corporation that occurs during the term of this Agreement and within the two-year period following a Change in Control or (ii) upon the Employee's termination of employment with the Corporation for "Good Reason," as defined in Section 4 of this Agreement, that occurs during the term of this Agreement and during the third year following a Change in Control: (1) Within thirty (30) days following such a termination, Employee shall be paid: (i) the highest annualized base salary paid to him at his or her then-effective salary, for services performed through the date of terminationany time under this Agreement, and (ii) any earned and unpaid amount the average of any bonus or incentive payment (for example, any bonus earned but not yet the annual bonuses paid under the Corporation's executive bonus compensation plan to him with respect to the three calendar year years immediately preceding the year of termination (including calendar years which include service prior to the date of this Agreement). Such amount will be paid to the Executive in 36 equal monthly installments (without interest), beginning 30 days following the date of termination of employment. (ii) The Executive shall also be entitled, at the Bank’s sole cost, to continuation of welfare benefits in which he was participating as of the date of his termination of employment occurs)employment, for a period of three-years following such termination; andprovided, however, that this provision shall not result in duplication of any of such benefits as otherwise provided for herein. To the extent any such benefit may not be provided to the Executive because he is no longer an employee of the Bank, the Bank shall pay him such after-tax amount as is necessary for him to secure substantially identical coverage. (2iii) Within thirty (30) days following such a terminationIn the event that the amounts and benefits payable under this section, Employee shall be paid a lump sum payment of an amount equal when added to two (2) times Employee's "Base Amount." For purposes hereof, Base Amount is defined as Employee's average includable compensation paid other amounts and benefits which may become payable to the Executive by the Corporation for Bank (the five (5) most recent taxable years ending before “Payments”), are such that he becomes subject to the date on which the Change in Control occurs. The definition, interpretation and calculation of the dollar amount of Base Amount shall be in a manner consistent with and as required by the excise tax provisions of Section 280G 4999 of the Internal Revenue Code of 1986, as amended ("the “Code"”), the Bank shall pay him such additional amount or amounts (the “Gross-Up Payments”) as will result in his retention (after the payment of all federal, state and local excise, employment, and income taxes with respect to the regulations Payments) of a net amount equal to the net amount he would have retained had the initially calculated Payments been subject only to income and rulings employment taxation. For purposes of determining the Internal Revenue Service promulgated thereunder. (B) Employee acknowledges that payment in accordance with this Section 5 amount of Gross-Up Payments, the Executive shall be deemed to constitute a full settlement be subject to the highest marginal federal, state, local and discharge (if relevant) foreign tax rates. All calculations required to be made under this paragraph shall be made by the Bank’s independent public accountants, subject to the right of the Executive’s representative to review the same. All such amounts required to be paid shall be paid at the time any withholding may be required under applicable law, and any additional amounts to which the Executive may be entitled shall be paid or reimbursed no later than 15 days following confirmation of such amount by the Bank’s independent accountants. In the event any amounts paid hereunder by the Bank are subsequently determined to be in excess of the amounts owed because estimates were required or otherwise, the Executive will reimburse the Bank to correct the error upon written notice from the Bank, together with written confirmation of the same by the Bank’s independent accountants, as appropriate, and to pay interest thereon at the applicable federal rate (as determined under Code Section 1274 for the period of time such erroneous amount remained outstanding and un-reimbursed). In the event any amounts paid hereunder by the Bank are subsequently determined to be less than the amounts owed (or paid later than when due) for any reason, the Bank will pay to the Executive the deficient amount, together with (i) interest at the greater of the above-referenced rate or the interest he may be required to pay taxing authorities, plus (ii) any penalties assessed against him by such authorities. Prior to its payment to the Executive, the Bank shall be entitled to request the delivery of proof (by calculations made by the Executive’s accountant or, in the case of tax assessments, the Executive’s delivery of copies of such assessments) of the underpaid amounts and any interest or penalties assessed by taxing authorities. The parties recognize that the actual implementation of the provisions of this subsection are complex and agree to deal with each other in good faith to resolve any questions or disagreements arising hereunder. (iv) Notwithstanding the preceding provisions of this Section 4, in the event the payments and benefit (including Gross-Up Payment) provisions are contrary to (and in excess of) any federal or state banking authority law, rule or regulation, then the benefits provided under this Section 4 shall be reduced by such minimal amount as may be necessary to comply with such law, rule or regulation. The Executive shall be entitled to elect which payments and benefits shall be reduced and in which manner, subject to approval of the Board. All payments made and benefits provided under this Section 4 shall be in lieu of any and all obligations severance benefit to which the Executive would otherwise be entitled under any severance benefit program of the Corporation or Meridian Mutual Bank. To the extent benefits under such a program may not be reduced, then the amounts and benefits otherwise provided hereunder shall be reduced by an amount equal to Employee arising out the value of his or her employment with the Corporation amounts and the termination thereof, except for any vested rights Employee may then have benefits received under any insurance, pension, supplemental pension, thrift, employee stock ownership, stock option plans or other benefit plans sponsored or made available by the Corporation or Meridian Mutualsuch severance program.

Payments and Benefits. (A) Except for Although Executive has resigned, her resignation shall be treated as a termination by the Company without Cause within the meaning of employment for a reason specified in subsections (A), (B), (C) or (DSection 6(b) of Section 3 hereofthe Employment Agreement. Accordingly, Executive shall be entitled to receive the following payments and benefits, less any amounts required pursuant to be withheld therefrom under any applicable federal, state or local income tax, other tax, or social security laws or similar statutes, shall be paid to Employee (i) upon any termination Section 6 of Employee's employment with the Corporation that occurs during the term of this Agreement and within the two-year period following a Change in Control or (ii) upon the Employee's termination of employment with the Corporation for "Good Reason," as defined in Section 4 of this Employment Agreement, that occurs during the term of this Agreement and during the third year following a Change in Control: (1) Within thirty (30) days following such a termination, Employee shall be paid: (ia) at his or her then-effective salary, for services performed through the date of termination, and (ii) any earned and unpaid amount of any bonus or incentive payment (for example, any bonus earned but not yet paid under the Corporation's executive bonus compensation plan with respect to the calendar year preceding the year in which the termination of employment occurs); and (2) Within thirty (30) days following such a termination, Employee shall be paid a single lump sum payment equal to 100% of her current Base Salary (which Executive acknowledges to be $270,000.00) pursuant to Section 6(c) of the Employment Agreement; (b) a single lump sum payment in an amount equal to two (2) times Employee's "Base Amount." For purposes hereof, Base Amount is defined as Employee's average includable 100% of the annual compensation paid by to Executive in 2008 under all Incentive Compensation Plans of the Corporation for Company in which Executive participated (which Executive acknowledges to be $77,275) pursuant to Section 6(d)(1) of the five Employment Agreement; and (5c) most recent taxable years ending before continued welfare benefits pursuant to Section 6(e) of the date on which the Change in Control occursEmployment Agreement. The definition, interpretation payments called for by clauses (a) and calculation (b) will be paid within three days of the dollar Effective Date. The Company will pay Executive the amounts referred to in this paragraph along with any wages (including any Q4 2008 bonus and 2008 annual bonus due) and accrued and untaken vacation pay through her last day of employment without regard to whether Executive executes this Agreement. In lieu of any amounts that might become due in the future pursuant to Section 6(d)(2) or (3) of the Employment Agreement, Executive shall receive a single lump sum payment in an amount equal to $27,187.50. This payment will be made within three days of Base Amount shall the expiration of the revocation period referenced in Section 7 of this Agreement. All amounts referred to in this Agreement are gross amounts. The Company will deduct required and authorized withholdings. Under no circumstances may the time or schedule of any payment made or benefit provided pursuant to this Agreement or the Employment Agreement be in accelerated or subject to a manner consistent with further deferral except as otherwise permitted or required pursuant to regulations and as required by the provisions of other guidance issued pursuant to Section 280G 409A of the Internal Revenue Code of 1986, as amended ("the “Code"), and ”) or applicable regulations. Executive has not been given the regulations and rulings of right to make any election regarding the Internal Revenue Service promulgated thereunder. (B) Employee acknowledges that payment in accordance with this Section 5 shall be deemed to constitute a full settlement and discharge time or form of any and all obligations of payment due to her under this Agreement or the Corporation or Meridian Mutual to Employee arising out of his or her employment with the Corporation and the termination thereof, except for any vested rights Employee may then have under any insurance, pension, supplemental pension, thrift, employee stock ownership, stock option plans or other benefit plans sponsored or made available by the Corporation or Meridian MutualEmployment Agreement.

Payments and Benefits. (A) Except for a In connection with the termination of employment for a reason specified in subsections (A), (B), (C) or (D) of Section 3 hereof, the following payments and benefits, less any amounts required to be withheld therefrom under any applicable federal, state or local income tax, other tax, or social security laws or similar statutes, shall be paid to Employee (i) upon any termination of Employee's employment as the President and Chief Executive Officer of the Company, the Company hereby agrees to pay and make available to the Employee the amounts and benefits set forth in this Section 1. (a) For the period of time from January 1, 1997 through December 31, 1997, the Company shall make payments to the Employee amounting to $660,000 at an address or to an account designated by the Employee, plus a $15,000 non-accountable expense allowance. The payments provided for in this Section 1(a) shall be made in equal installments on a periodic basis in accordance with the Corporation Company's customary payroll practices applicable to its executive officers. In consideration for such payments, the Employee shall provide consulting services to Donnkenny and/or the Company upon reasonable advance notice and subject to his availability and for up to 10 hours per week during such period. Under no circumstances will the Employee be entitled to receive bonus payments for 1996 or for any subsequent year. Employee acknowledges that occurs during all compensation due him for the term of this Agreement period through December 31, 1996 has been paid. (b) Until December 31, 1997, the Company, at its cost, shall provide the Employee with the present leased automobile. As promptly as practicable thereafter, the Company shall transfer to the Employee the lease on said automobile and within the two-year period following a Change in Control or (ii) upon all costs and expenses after December 31, 1997 shall be borne by the Employee's termination . (c) The Company hereby assigns and transfers to the Employee or his designee all of employment its right, title and interest in and to the life insurance policies covering the life of the Employee that were held by the Company on the Termination Date. The Employee shall, at his election, assume and pay any and all premiums and other costs associated with the Corporation for "Good Reason," continuation of such policies as defined in Section 4 of this Agreement, that occurs during they become due after the term of this Agreement and during the third year following a Change in Control: (1) Within thirty (30) days following such a termination, Employee shall be paid: (i) at his or her then-effective salary, for services performed through the date of terminationTermination Date, and (ii) any earned and unpaid amount of any bonus or incentive after such date the Company shall have no continuing payment (for example, any bonus earned but not yet paid under the Corporation's executive bonus compensation plan obligations with respect to such policies. The Company shall execute and deliver any and all appropriate instruments necessary to evidence the calendar year preceding foregoing assignment and transfer as promptly as practicable after the year in which the termination of employment occurs); anddate hereof. (2d) Within thirty (30) days following such a terminationFor the period of time from the Termination Date through the earlier of December 31, Employee shall be paid a lump sum payment of an amount equal to two (2) times Employee's "Base Amount." For purposes hereof, Base Amount is defined as Employee's average includable compensation paid by the Corporation for the five (5) most recent taxable years ending before 2000 or the date on which the Change Employee and his eligible dependents become eligible for substantially equivalent coverage provided by a subsequent employer, the Company shall provide the Employee and his eligible dependents with continued coverage under all health, dental, medical and hospitalization plans maintained by the Company or substantially equivalent coverage in Control occurs. The definitionthe event that the Employee and his eligible dependents are not eligible to be covered under the Company's existing health, interpretation dental, medical and calculation hospitalization plans, during such time period on the terms and conditions applicable to other executive officers of the dollar amount Company, with the entire cost of Base Amount shall such coverage to be in a manner consistent with and as required paid by the provisions of Section 280G of the Internal Revenue Code of 1986, as amended ("Code"), and the regulations and rulings of the Internal Revenue Service promulgated thereunderCompany. (Be) For the period of time from the Termination Date through December 31, 1997, the Company shall provide the Employee acknowledges that payment in accordance with this Section 5 shall be deemed continued coverage under any disability insurance policies applicable to constitute a full settlement and discharge of any and all obligations executive officers of the Corporation or Meridian Mutual Company, the entire cost of such coverage to Employee arising out of his or her employment with the Corporation and the termination thereof, except for any vested rights Employee may then have under any insurance, pension, supplemental pension, thrift, employee stock ownership, stock option plans or other benefit plans sponsored or made available be paid by the Corporation or Meridian MutualCompany.

Payments and Benefits. (a) Following the Resignation Date, the Company shall pay to Executive an amount equal to the sum of his fully earned but unpaid Base Salary (as defined and in effect under the Employment Agreement) through the Resignation Date and an amount equal to that portion of the Base Salary that Executive would have received had he remained employed through December 31, 2017, with such payment made contemporaneously with when the last payroll payment in 2017 is made to employees of the Company. (b) Following the Resignation Date, the Company shall pay or provide Executive with the Accrued Obligations in accordance with the Company’s payroll practices and applicable law. (c) Provided that, on or following the Execution Date, Executive executes the release of claims substantially in the form attached hereto as Exhibit 2 (such release, the “General Release”) in accordance with Section 10 of this Agreement, such that the Initial General Release (as defined in Section 10) is fully effective prior to the Resignation Date, Executive shall receive the following compensation and benefits (collectively, the “Transition Amounts”): (i) $2,625,000, which the Parties agree represents the Pro Rata Bonus, as provided for in Section 8(d)(iii) of the Employment Agreement; (ii) $5,000,000, representing the lump sum cash payment as provided for in Section 8(d)(iv) of the Employment Agreement; (iii) (A) Except the outstanding unvested equity awards as set forth on table I of Exhibit 3 hereof shall be cancelled and Executive shall receive a cash payment equal to the value attributable to such awards, determined on a fully vested basis, with the value of any such equity awards calculated using the volume-weighted average closing price of the Company’s common stock for a termination of employment for a reason specified in subsections (A)the period commencing on November 29, 2017 and ending on December 26, 2017 and (B)) the outstanding unvested non-equity deferred cash awards as set forth on table I of Exhibit 3 shall be fully vested, and Executive shall receive a cash payment equal to the value attributable to such awards as of the Resignation Date; (Civ) or the outstanding unvested equity awards set forth on table II of Exhibit 3 hereof shall vest and be settled subject to and in accordance with the terms of the governing grant agreement; and (Dv) $52,851, representing the COBRA Payment, as provided for in Section 8(d)(vi) of the Employment Agreement. The Transition Amounts (other than Transition Amount pursuant to Section 3 hereof, the following payments and benefits, less any amounts required to be withheld therefrom under any applicable federal, state or local income tax, other tax, or social security laws or similar statutes, 3(b)(v) above) shall be paid to Employee and/or settled on or before December 31, 2017, conditioned upon Executive’s execution of the Initial General Release. (id) upon any termination of Employee's employment with The Company shall pay or reimburse Executive for attorney’s fees incurred by Executive in the Corporation that occurs during the term negotiation and execution of this Agreement and within the two-year period following a Change in Control or (ii) upon the Employee's termination of employment with the Corporation for "Good Reason," as defined in Section 4 of this Agreementany ancillary documents, that occurs during the term of this Agreement and during the third year following a Change in Control: (1) Within thirty (30) days following such a termination, Employee shall be paid: (i) at his or her then-effective salary, for services performed through the date of termination, and (ii) any earned and unpaid amount of any bonus or incentive payment (for example, any bonus earned but not yet paid under the Corporation's executive bonus compensation plan with respect to the calendar year preceding the year in which the termination of employment occurs); and (2) Within thirty (30) days following such a termination, Employee shall be paid a lump sum payment of an amount equal to two (2) times Employee's "Base Amountexceed $95,000." For purposes hereof, Base Amount is defined as Employee's average includable compensation paid by the Corporation for the five (5) most recent taxable years ending before the date on which the Change in Control occurs. The definition, interpretation and calculation of the dollar amount of Base Amount shall be in a manner consistent with and as required by the provisions of Section 280G of the Internal Revenue Code of 1986, as amended ("Code"), and the regulations and rulings of the Internal Revenue Service promulgated thereunder. (B) Employee acknowledges that payment in accordance with this Section 5 shall be deemed to constitute a full settlement and discharge of any and all obligations of the Corporation or Meridian Mutual to Employee arising out of his or her employment with the Corporation and the termination thereof, except for any vested rights Employee may then have under any insurance, pension, supplemental pension, thrift, employee stock ownership, stock option plans or other benefit plans sponsored or made available by the Corporation or Meridian Mutual.

Payments and Benefits. (A) Except for a termination of If we terminate your employment for a reason specified in subsections (A), (B), (C) or (D) of Section 3 hereof, the following payments and benefits, less any amounts required to be withheld therefrom under any applicable federal, state or local income tax, other taxwithout Cause, or social security laws if you resign for Good Reason, on or similar statutes, shall be paid to Employee (i) upon any termination of Employee's employment with the Corporation that occurs during the term of this Agreement and within the two-year period following 12 months after a Change in Control or (ii) upon as each capitalized term is defined below), we shall provide you the Employee's termination of employment with the Corporation for "Good Reason," as defined in Section 4 of this Agreement, that occurs during the term of this Agreement and during the third year following a Change in Controlfollowing: (1) Within thirty (30) days following such a termination, Employee shall be paid: (i) at his or her then-effective salary, for services performed Your annual base salary earned through the date of terminationtermination and any vested accrued benefits, and 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 [1.5/2] times your then-current annual base salary (as determined without regard to any earned diminution thereof that gave rise to Good Reason), to be paid in a lump sum no later than 30 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 unpaid amount of any bonus or incentive payment (for exampleeligible dependents), any bonus earned but not yet paid at the Company’s expense, with substantially similar coverage under the Corporation's executive bonus compensation plan with respect to the calendar year preceding the year our group health plans, in which the you (or they) participated immediately before your termination of employment occurs)employment, for a period of [12/18] months after your termination of employment; on the condition that this continued coverage will cease if, before the end of the [12/18]-month period, you become eligible to participate in another employer-provided group health plan providing substantially similar coverage; and (2iv) Within thirty (30Subject to Section 2(b) days following such a terminationbelow, Employee we shall be paid a lump sum payment cause 100% of an amount equal all equity awards granted to two (2) times Employee's "Base Amount." For purposes hereof, Base Amount is defined as Employee's average includable compensation paid by the Corporation for the five (5) most recent taxable years ending before you on or after the date on which of this agreement to become fully vested, exercisable, and nonforfeitable upon your termination of employment; except to the Change in Control occurs. The definition, interpretation and calculation extent that this acceleration of the dollar amount of Base Amount shall be in vesting would disqualify a manner consistent with and payment intended to qualify as required by the provisions of “performance-based compensation” (as defined under Section 280G 162(m) of the Internal Revenue Code of 1986, as amended ("Code"), and the any regulations and rulings of Treasury guidance promulgated thereunder (the Internal Revenue Service promulgated thereunder“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) was at the request of a third party who has taken steps reasonably calculated to effect the Change in Control or (B) Employee acknowledges that payment otherwise arose in accordance connection with or anticipation of the Change in Control, then for purposes of this Section 5 shall 2(a), your termination of employment will be deemed to constitute a full settlement and discharge of any and all obligations of have occurred on the Corporation or Meridian Mutual to Employee arising out of his or her employment with the Corporation and the termination thereof, except for any vested rights Employee may then have under any insurance, pension, supplemental pension, thrift, employee stock ownership, stock option plans or other benefit plans sponsored or made available by the Corporation or Meridian MutualChange in Control.

Payments and Benefits. (A) Except for a termination of employment for a reason specified in subsections (A), (B), (C) or (D) of Section 3 hereof, the following payments and benefits, less any amounts required to be withheld therefrom under any applicable federal, state or local income tax, other tax, or social security laws or similar statutes, shall be paid to Employee (i) upon any termination of Employee's employment with the Corporation that occurs during the term of this Agreement and within the twoone-year period following a Change in Control or (ii) upon the Employee's termination of employment with the Corporation for "Good Reason," as defined in Section 4 of this Agreement, that occurs during the term of this Agreement and during the third year following a Change in Control: (1A) Within thirty (30) days following such a termination, Employee shall be paid: (i) at his or her then-effective salary, for services performed through the date of termination, and (ii) any earned and unpaid amount of any bonus or incentive payment (for example, any bonus earned but not yet paid under the Corporation's executive bonus compensation plan with respect to the calendar year preceding the year in which the termination of employment occurs); and. (2B) Within thirty (30) days following such a termination, Employee shall be paid a lump sum payment of an amount equal to two and ninety-nine hundredths (22.99) times Employee's "Base Amount." For purposes hereof, Base Amount is defined as Employee's average includable compensation paid by the Corporation for the five (5) most recent taxable years ending before the date on which the Change in Control occurs. The definition, interpretation and calculation of the dollar amount of Base Amount shall be in a manner consistent with and as required by the provisions of Section 280G of the Internal Revenue Code of 1986, as amended ("Code"), and the regulations and rulings of the Internal Revenue Service promulgated thereunder. (B) . Employee acknowledges that payment in accordance with this Section 5 4 shall be deemed to constitute a full settlement and discharge of any and all obligations of the Corporation or Meridian Mutual to Employee arising out of his or her employment with the Corporation and the termination thereof, except for any vested rights Employee may then have under any insurance, pension, supplemental pension, thrift, employee stock ownership, stock option plans or other benefit plans sponsored or made available by the Corporation or Meridian Mutual.

Payments and Benefits. (A) Except for a termination of employment for a reason specified in subsections (A), (B), (C) or (D) of Section 3 hereof, the following payments and benefits, less any amounts required to be withheld therefrom under any applicable federal, state or local income tax, other tax, or social security laws or similar statutes, shall be paid to Employee (i) upon any termination of Employee's employment with the Corporation that occurs during the term of this Agreement and within the twoone-year period following a Change in Control or (ii) upon the Employee's termination of employment with the Corporation for "Good Reason," as defined in Section 4 of this Agreement, that occurs during the term of this Agreement and during the third year following a Change in Control: (1A) Within thirty (30) days following such a termination, Employee shall be paid: (i) at his or her then-effective salary, for services performed through the date of termination, and (ii) any earned and unpaid amount of any bonus or incentive payment (for example, any bonus earned but not yet paid under the Corporation's executive bonus compensation plan with respect to the calendar year preceding the year in which the termination of employment occurs); and. (2B) Within thirty (30) days following such a termination, Employee shall be paid a lump sum payment of an amount equal to two (2) times Employee's "Base Amount." For purposes hereof, Base Amount is defined as Employee's average includable compensation paid by the Corporation for the five (5) most recent taxable years ending before the date on which the Change in Control occurs. The definition, interpretation and calculation of the dollar amount of Base Amount shall be in a manner consistent with and as required by the provisions of Section 280G of the Internal Revenue Code of 1986, as amended ("Code"), and the regulations and rulings of the Internal Revenue Service promulgated thereunder. (B) . Employee acknowledges that payment in accordance with this Section 5 4 shall be deemed to constitute a full settlement and discharge of any and all obligations of the Corporation or Meridian Mutual to Employee arising out of his or her employment with the Corporation and the termination thereof, except for any vested rights Employee may then have under any insurance, pension, supplemental pension, thrift, employee stock ownership, stock option plans or other benefit plans sponsored or made available by the Corporation or Meridian Mutual.

Payments and Benefits. (Aa) Except If Employee (i) signs this Agreement; (ii) does not revoke his signature (as set forth below in section 11); (iii) complies with his obligations under this Agreement; (iv) re-executes this Agreement as set forth below in paragraph 12; and (v) does not revoke his re-execution, and (vi) is terminated from his employment by Dendrite for any reason other than Cause or Disability (as those terms are defined in the Employment Agreement) prior to July 31, 2006, the Employer shall only provide Employee with the severance package set forth in sections 4(b) and 4(c) of the Employment Agreement. For the sake of clarity, if Employee resigns or is terminated by Dendrite for Cause, he will not be entitled to any severance payments or benefits under his Employment Agreement or any payments or benefits under paragraph 3 of this Agreement. (b) If Employee is employed by Employer as of July 31, 2006, and Employee complies with his obligations in paragraphs 3(a)(i) — 3(a)(v) above, Employer shall provide Employee with the following transition package: (1) The Company shall continue to pay Employee his base salary, less applicable withholding taxes and deductions, through January 31, 2007. These payments shall be paid to Employee in accordance with the Company’s normal payroll practices and will commence in the payroll period following the Company’s receipt of Employee’s re-executed Agreement. (2) The Company shall pay Employee, for calendar year 2006, a termination minimum bonus of employment $162,500, less applicable withholding taxes and deductions. Such payment shall be made to Employee on or prior to March 15, 2007. (3) Employee will remain eligible to participate in the 2006 Dendrite Management Incentive Plan (“MIP”) through June 30, 2006, subject to the terms and conditions of the MIP. Thereafter, Employee will no longer be eligible to participate in the MIP. (4) The Company will pay for a reason specified Employee’s continued health, life, and disability insurance coverage through July 31, 2007, with Employee paying any applicable employee contributions, to the extent that such continued coverage is permitted by the applicable insurance plans. Dendrite may provide such continued coverage through COBRA, in subsections its discretion. The Company’s obligations under this paragraph, however, shall cease upon Employee’s becoming eligible for another employer’s health plan. (A5) Dendrite will reimburse Employee for up to $5,000 for costs associated with the negotiation of this Agreement and his move to Illinois incurred prior to July 31, 2007, subject to Dendrite’s relocation policy and provided that Employee provides Dendrite appropriate documentation and verification of such costs in accordance with its policies and further provided that such costs are not eligible to be reimbursed by any future employer of Employee. (7) In addition to the benefits set forth in paragraphs 3(b)(1) through 3(b)(5) above, if Dendrite is awarded at least 50% of the services for which Pfizer issued the RFP (including End User Services, Server Hosting (excluding Disaster Recovery), SFA Application & Maintenance, Data Services (B)excluding Data Warehouse) and Training, hereinafter “RFP Services”)as determined by Dendrite in its sole discretion, which shall not be exercised in an arbitrary or capricious manner, then: (Ci) or (D) of Section 3 hereofFor the period July 31, the following payments 2006 through January 31, 2007, Employee will make himself available at reasonable times and benefits, less any amounts as reasonably required to be withheld therefrom under any applicable federal, state or local income tax, other tax, or social security laws or similar statutesassist the Company in servicing Pfizer and in the transition of his duties; (ii) The bonus set forth above in paragraph 3(b)(2), shall be paid to Employee in 2006 either as a lump sum or pro-rata over the remaining 2006 payroll periods, as determined by the Company in its sole discretion; and (iiii) upon any termination Employee will continue to vest in his stock options through January 31, 2007, subject to the terms and conditions of Employee's employment with his stock option agreements and the Corporation that occurs during stock option plan. (8) In addition to the term of this Agreement and within the two-year period following a Change benefits set forth in Control or (iiparagraph 3(b) upon the Employee's termination of employment with the Corporation for "Good Reason," as defined in Section 4 of this Agreement, that occurs during if Dendrite retains at least 80% of the term of this Agreement and during the third year following a Change RFP Services, as determined by Dendrite in Control: (1) Within thirty (30) days following such a terminationits sole discretion, which shall not be exercised in an arbitrary or capricious manner. Employee shall be paid: (i) at his or her then-effective salary, receive an additional bonus of $162,500 for services performed through the date of termination, and (ii) any earned and unpaid amount of any bonus or incentive payment (for example, any bonus earned but not yet paid under the Corporation's executive bonus compensation plan with respect to the calendar year preceding the year in 2006, which the termination of employment occurs); and (2) Within thirty (30) days following such a termination, Employee shall be paid a lump sum payment of an amount equal to two (2Employee on or prior to March 15, 2007. In addition to Employee receiving his base salary set forth in paragraph 3(b)(1), the Company shall continue to pay him his base salary in the same manner as set forth in paragraph 3(b)(1) times Employee's "Base Amount." For purposes hereof, Base Amount is defined as Employee's average includable compensation paid by the Corporation for the five (5period through July 31, 2007. Based on Employee’s agreement to extend the period to make himself available for transition as set forth in paragraph 3(b)(6)(i) most recent taxable years ending before until July 31, 2007, Employee will continue to vest in his restricted stock and stock options through July 31, 2007; subject to the date on which the Change in Control occurs. The definition, interpretation terms and calculation conditions of the dollar amount of Base Amount shall be in a manner consistent with his restricted stock and as required by the provisions of Section 280G of the Internal Revenue Code of 1986, as amended ("Code"), stock option agreements and the regulations respective restricted stock and rulings of the Internal Revenue Service promulgated thereunderstock option plans. (B9) Dendrite shall have the right, in its sole and absolute discretion, to accelerate any payments or vesting described above in paragraph 3(b). In addition, Dendrite may, in its reasonable discretion, provide Employee acknowledges that payment in accordance with this Section 5 shall be deemed to constitute a full settlement and discharge of any and all obligations of the Corporation payments or Meridian Mutual benefits described above in paragraph 3(b) through any alternative means resulting in Employee’s receipt of substantially equivalent payments and/or benefits (e.g., lump-sum payment instead of payment over time). (10) In the event of Employee’s death, his estate shall receive the payments set forth in this Agreement on the same terms and conditions as set forth therein. In the event that Employee dies before re-execution of the Agreement as set forth in sections 3 and 12, Employee’s estate must re-execute this Agreement on Employee’s behalf in order to Employee arising out of his or her employment with receive the Corporation and the termination thereof, except for any vested rights Employee may then have under any insurance, pension, supplemental pension, thrift, employee stock ownership, stock option plans or other benefit plans sponsored or made available by the Corporation or Meridian Mutualpayments in this Agreement.

Payments and Benefits. (A) Except for a termination Notwithstanding the provisions of employment for a reason specified in subsections (A), (B), (CClauses 2(A) or (D) and 16 of Section 3 hereof, the following payments and benefits, less any amounts required to be withheld therefrom under any applicable federal, state or local income tax, other tax, or social security laws or similar statutes, shall be paid to Employee this Agreement: (i) upon any termination of Employee's the Company may instead, at its sole discretion, terminate the Executive’s employment with by giving written notice to him that it is exercising its rights under this Clause 17(A) to terminate the Corporation that occurs during the term of this Agreement and within the two-year period following a Change in Control or employment by electing to make 4 Weekly Payments (as defined below) to him; and/or (ii) upon in any of the Employee's circumstances specified in Clause 16(B) where the Executive terminates the employment, then subject to Clause 16(C), the Company shall make 4 Weekly Payments (as defined below) to the Executive on the termination of employment with the Corporation for "Good Reason," as defined in Section employment. The maximum number of 4 of this Agreement, that occurs during the term of this Agreement and during the third year following a Change in Control: (1) Within thirty (30) days following such a termination, Employee Weekly Payments shall be paid: 13 (itotalling 52 weeks) at his unless notice under Clause 2 has been previously given and the Executive has worked part of that notice period, in which case the maximum number of 4 Weekly Payments shall be reduced accordingly to reflect the remaining period of notice. The 4 Weekly Payments shall commence on the date notice is given to or her then-effective salary, for services performed through by the Executive under this Clause 17{A) or such date thereafter as the Company shall determine (being not later than one month after the date of termination, and (iinotice) any earned and unpaid amount of any bonus or incentive payment (for example, any bonus earned but not yet paid under the Corporation's executive bonus compensation plan with respect to the calendar year preceding the year in which the termination of employment occurs); and (2) Within thirty (30) days following such a termination, Employee shall be paid a lump sum payment of an amount equal to two (2) times Employee's "Base Amount." For purposes hereof, Base Amount is defined as Employee's average includable compensation paid by the Corporation for the five (5) most recent taxable years ending before the date on which the Change in Control occurs. The definition, interpretation and calculation of the dollar amount of Base Amount shall be in a manner consistent with and as required by the provisions of Section 280G of the Internal Revenue Code of 1986, as amended ("Code"), and the regulations and rulings of Executive’s employment under this Agreement shall cease on that day (the Internal Revenue Service promulgated thereunder“Commencement Date”). (B) Employee acknowledges that payment Subject to adjustments as contemplated below each 4 Weekly Payment shall be calculated as the aggregate of (i) the Executive’s basic salary at the date notice is given divided by thirteen; and (ii) the Executive’s target 4 Weekly entitlement under the Company’s AIP (calculated by dividing the target AIP by thirteen). Each 4 Weekly Payment shall then be paid on a 4 weekly basis subject to such deductions as may be required by law and in accordance with this Section 5 Clause 17(E) below. (C) Any entitlement which the Executive has or may have under the AIP, the Long Term incentive Plan, the Bonus Share Retention Plan and any other plans in which the Executive has participated shall be deemed to constitute a full settlement and discharge of any and all obligations determined in accordance with the rules of the Corporation relevant Plans. (D) The Executive shall be under a duty, beginning on the Commencement Date, to use reasonable endeavours actively to seek a suitable alternative remunerated position (defined below) and shall also be required to keep the Company informed in relation to his search when reasonably requested. (E) If the Executive obtains an alternative remunerated position during the period for payment of the 4 Weekly Payments then: (i) each of the 4 Weekly Payments still outstanding shall be reduced by the 4 Weekly remuneration (including the value of all benefits as calculated below) earned by the Executive whether by way of salary, bonus, excess pension, fees or Meridian Mutual equity, or to Employee arising out which the Executive is entitled, from the alternative remunerated position, and only the balance shall be due to the Executive; (ii) for the purposes of his calculating the amount of the deduction in respect of remuneration from the alternative remunerated position, any entitlement to bonus shall be calculated by dividing the notional target annual bonus by thirteen. Any entitlement to excess pension shall be calculated as the amount which the new employer contributes to a pension scheme on the Executive’s behalf (at the long term contribution rate and ignoring any adjustment to reflect an overall deficit or her employment with surplus in the Corporation scheme) insofar as that amount exceeds the retirement and risk benefit allowance being paid to the termination thereofExecutive under Clause 5 on the Commencement Date. Any entitlement to equity shall be calculated as the market value of the relevant shares on the date granted to the Executive, except for taking into account any vested rights Employee restrictions which may then have be imposed on it. (F) For the purposes of this Clause 17 “alternative remunerated position” shall mean any position whether under any insurancea contract of employment, consultancy arrangement or non executive appointment or otherwise whereby the Executive is directly or indirectly remunerated, whether by way of salary, bonus, pension, supplemental pensionfees, thriftequity or otherwise. A non-executive appointment held prior to the Commencement Date shall be excluded unless the Executive was obliged before, employee stock ownershipbut not after, stock option plans to account to the Company for fees or other benefit plans sponsored remuneration from that appointment. (G) The Executive will not be entitled to receive any payment in addition to the 4 Weekly Payments in respect of any holiday entitlement that would have accrued during the period for which the 4 Weekly Payments are made, and will not accrue any entitlement to retirement and risk benefits allowances or made available any bonus scheme operated by the Corporation Company during such period. (H) The Company’s determination as to the value of any benefit or Meridian Mutualentitlement provided under the alternative remunerated position for the purposes of this Clause 17, shall be binding on the parties in the absence of manifest error. (I) Notwithstanding the foregoing, if the Executive is a specified employee as of the date of such termination, payment of any payments or benefits made under this Clause 17 that are nonqualified deferred compensation subject to Section 409A (as defined in Clause 23) will be delayed six months and two days after the Executive’s date of termination.

Payments and Benefits. (A) Except for Upon a termination Change of employment for a reason specified Control Termination, as provided in subsections (A)Section I above, (B), (C) the Company shall pay or (D) of Section 3 hereof, provide the Executive the following payments and benefits: (a) The Company shall pay to the Executive all Accrued Obligations in a lump sum within five business days after the date of termination. (b) The Company shall pay to the Executive as severance pay, less any amounts not later than the tenth day following the date of the Executive's execution and delivery of the Release required pursuant to be withheld therefrom under any applicable federal, state or local income tax, other tax, or social security laws or similar statutes, shall be paid to Employee Section 8(h) of this Agreement: (i) upon any termination a lump sum in an amount equal to three years of Employeethe Executive's employment Base Salary; and (ii) a lump sum payment in an amount equal to three of the Executive's annual incentive bonuses, such payment to be equal to the greater of (i) the amount of all incentive bonuses paid to the Executive with respect to each of the Corporation that occurs during three most recently completed fiscal years of the term of this Agreement and within the two-year period following Company for which a Change in Control bonus has been paid or (ii) upon the Employee's termination of employment with incentive bonus paid to the Corporation for "Good Reason," as defined in Section 4 of this Agreement, that occurs during the term of this Agreement and during the third year following a Change in Control: (1) Within thirty (30) days following such a termination, Employee shall be paid: (i) at his or her then-effective salary, for services performed through the date of termination, and (ii) any earned and unpaid amount of any bonus or incentive payment (for example, any bonus earned but not yet paid under the Corporation's executive bonus compensation plan Executive with respect to the calendar year preceding two most recently completed fiscal years of the year in Company for which the termination of employment occurs); and (2) Within thirty (30) days following such a termination, Employee shall be bonus has been paid a lump sum payment of plus an amount equal to two the Executive's Target Bonus (2) times Employee's "Base Amount." For purposes hereofas hereinafter defined); provided, Base Amount is defined as Employee's average includable compensation paid however, that if the Executive has been employed by the Corporation Company for less than three years, such payment shall be equal to the greater of (x) the amount of the incentive bonuses paid to the Executive with respect to the two most recently completed fiscal years of the Company for which a bonus has been paid plus the Executive's Target Bonus or (y) the amount of the Executive's Target Bonus multiplied by three. The term "Target Bonus" shall mean the incentive bonus that would have been payable for the five (5) most recent taxable years ending before fiscal year that includes the date on which the Change Executive's employment terminates under the incentive bonus program in Control occurs. The definition, interpretation and calculation effect as of the dollar amount of Base Amount shall be in a manner consistent with and as required by the provisions of Section 280G date of the Internal Revenue Code Change of 1986Control, assuming that the Executive had been entitled to receive an amount in respect of such bonus based solely upon his Base Salary and the applicable target percentage as amended of the date of termination ("Code"or if greater, the Executive's Base Salary as of the date on which occurred an event giving rise to a Change of Control Termination), and the regulations and rulings of the Internal Revenue Service promulgated thereunderwithout regard to actual performance. (B) Employee acknowledges that payment in accordance with this Section 5 shall be deemed to constitute a full settlement and discharge of any and all obligations of the Corporation or Meridian Mutual to Employee arising out of his or her employment with the Corporation and the termination thereof, except for any vested rights Employee may then have under any insurance, pension, supplemental pension, thrift, employee stock ownership, stock option plans or other benefit plans sponsored or made available by the Corporation or Meridian Mutual.

Payments and Benefits. (A) Except for a termination of employment for a reason specified in subsections (A)If, (B), (C) or (D) of Section 3 hereof, during the following payments and benefits, less any amounts required to be withheld therefrom under any applicable federal, state or local income tax, other tax, or social security laws or similar statutes, shall be paid to Employee (i) upon any termination of Employee's employment with the Corporation that occurs Company, the (a) Employee's employment is terminated by the Company without Cause prior to or during the term of this Agreement and within the two-year period following a Change in Control Period or (iib) upon Employee resigns for Good Reason during a Change of Control Period, the Employee shall be entitled to the following payments and benefits described below. (i) The Employee shall be entitled to a lump sum severance payment equal to the Employee's Base Amount (less applicable statutory deductions and withholding taxes). The lump sum severance payment shall be paid within thirty (30) days after the Employee's termination of employment with the Corporation or resignation for "Good Reason," as defined in Section 4 of this Agreement, that occurs during the term of this Agreement and during the third year following a Change in Control:. (1ii) Within Notwithstanding the terms of any applicable plan or arrangement to the contrary, in addition to any stock options previously granted to the Employee that immediately prior to the two termination events described above were vested and exercisable, the Employee shall have immediate vesting of, and the immediate right to exercise, 10,000 stock options theretofore granted to the Employee. The Employee must advise the Company in writing within thirty (30) days of his date of termination which outstanding stock options he elects for such accelerated vesting and exerciseability as provided above. All other stock options, equity incentive compensation or restricted stock awards shall thereafter vest, become exercisable, lapse or terminate, as applicable, in accordance with the terms of their original grant following such a termination, . (iii) The Employee shall be paid: (i) at his entitled, to the fullest extent permitted by their terms, without remuneration to the Company, to continuation or her then-effective salaryprovision of basic employee group benefits that are welfare benefits, but not pension, retirement or similar compensatory benefits, for services performed through the date of termination, Employee and (ii) any earned and unpaid amount of any bonus the Employee's dependents substantially similar to those they are receiving or incentive payment (for example, any bonus earned but not yet paid under the Corporation's executive bonus compensation plan with respect to the calendar year preceding the year in which they are entitled immediately prior to the termination of employment occurs); and (2) Within thirty (30) days following such a termination, Employee shall be paid a lump sum payment of an amount equal to two (2) times the Employee's "Base Amount." For purposes hereof, Base Amount is defined as Employee's average includable compensation paid by the Corporation employment for the five (5) most recent taxable years ending before lesser of one year after termination or until the date on which the Change in Control occurs. The definition, interpretation and calculation of the dollar amount of Base Amount shall be in a manner consistent with and as required by the provisions of Section 280G of the Internal Revenue Code of 1986, as amended ("Code"), and the regulations and rulings of the Internal Revenue Service promulgated thereunderEmployee secures new employment. (B) Employee acknowledges that payment in accordance with this Section 5 shall be deemed to constitute a full settlement and discharge of any and all obligations of the Corporation or Meridian Mutual to Employee arising out of his or her employment with the Corporation and the termination thereof, except for any vested rights Employee may then have under any insurance, pension, supplemental pension, thrift, employee stock ownership, stock option plans or other benefit plans sponsored or made available by the Corporation or Meridian Mutual.

Payments and Benefits. (Aa) Except for a Provided that this Agreement becomes effective in accordance with Section 14(a) of this Agreement and Executive complies with his obligations under this Agreement and the Plan, Executive’s termination of employment for hereunder shall constitute a reason specified Qualifying Termination effective as of the Separation Date and Executive shall, as a Tier I Participant, be entitled to the severance amounts, payments and benefits provided under Section 2.2 or Section 2.3 (as applicable) of the Plan in subsections (Aaccordance with the terms of, and at the time(s) provided in, the Plan; provided, however, if this Agreement does not become effective in accordance with Section 14(a), Executive shall not be entitled to the payments and benefits set forth in this Section 3. Each of Executive’s outstanding equity or equity-based awards issued to him pursuant to the Company’s equity incentive plans and corresponding award agreements shall be treated in accordance with their terms as of the Separation Date. (B), (Cb) or (DProvided that this Agreement becomes effective in accordance Section 14(b) of Section 3 hereofthis Agreement, Executive complies with Executive’s obligations under this Agreement and the Consulting Period is not terminated for Cause, the following payments and benefitsCompany agrees to pay Executive $183,333.33, less any amounts required to be withheld therefrom under any applicable federal, state or local income tax, other tax, or social security laws or similar statutes, which amount shall be paid to Employee Executive as soon as administratively practicable after this Agreement becomes effective in accordance with Section 14(b) and if the time provided therein spans two calendar years, the payment shall be made in the second calendar year. (ic) upon any termination of Employee's employment Provided that this Agreement becomes effective in accordance with the Corporation that occurs during the term Section 14(a) of this Agreement and within the two-year period following a Change in Control or (ii) upon the Employee's termination of employment Executive complies with the Corporation for "Good Reason," as defined in Section 4 of this Agreement, that occurs during the term of his obligations under this Agreement and subject to the terms and conditions of the applicable equity incentive plan and corresponding award agreements, any equity awards held by Executive as of the date hereof shall continue to be eligible to vest during the third year following a Change Consulting Period; provided, that, in Control: (1) Within thirty (30) days following the event that the Consulting Period is terminated by the Company for Cause, any such a termination, Employee equity awards shall be paid: (i) at his or her then-effective salary, for services performed through cease to vest as of the date of termination, and (ii) any earned and unpaid amount of any bonus or incentive payment (for example, any bonus earned but not yet paid under the Corporation's executive bonus compensation plan with respect to the calendar year preceding the year in which the termination of employment occurs); and (2) Within thirty (30) days following such a termination, Employee shall be paid a lump sum payment of an amount equal to two (2) times Employee's "Base AmountConsulting Period is terminated." For purposes hereof, Base Amount is defined as Employee's average includable compensation paid by the Corporation for the five (5) most recent taxable years ending before the date on which the Change in Control occurs. The definition, interpretation and calculation of the dollar amount of Base Amount shall be in a manner consistent with and as required by the provisions of Section 280G of the Internal Revenue Code of 1986, as amended ("Code"), and the regulations and rulings of the Internal Revenue Service promulgated thereunder. (B) Employee acknowledges that payment in accordance with this Section 5 shall be deemed to constitute a full settlement and discharge of any and all obligations of the Corporation or Meridian Mutual to Employee arising out of his or her employment with the Corporation and the termination thereof, except for any vested rights Employee may then have under any insurance, pension, supplemental pension, thrift, employee stock ownership, stock option plans or other benefit plans sponsored or made available by the Corporation or Meridian Mutual.

Payments and Benefits. (Aa) Except for a termination Following execution of employment for a reason specified this Agreement and only if the Release set forth in subsections (ASection 6(a) of this Agreement is not revoked pursuant to Section 6(b), (B), (C) or (D) of Section 3 hereof, Executive will be entitled to the following payments and benefits, less any amounts required to be withheld therefrom under any applicable federal, state or local income tax, other tax, or social security laws or similar statutes, shall benefits which will be paid or provided to Employee him within ten (10) days following the Date of Separation: (i) upon any termination As of Employee's employment with the Corporation that occurs during the term date of this Agreement Agreement, Executive is vested in 33,331.795 Class B Interests and within as of the twoDate of Separation, Executive shall become fully vested in an additional 47,212.433 Class B Interests, which represents a pro rata portion of any outstanding and unvested Equity Awards (as such term is defined in the Employment Agreement) held by Executive as of the Date of Separation that would have vested in 2008 (the fiscal year in which the Date of Separation occurs), such portion equal to the number that would have so vested multiplied by a fraction, the numerator of which is the number of days in such year through the Date of Separation and the denominator of which is 365, and that portion of such Equity Awards that would have become vested on December 1, 2009 (i.e., in the one-year period following a Change fiscal year 2008). Such Class B Interests shall remain governed in Control or all respects by the applicable terms and conditions of the Investors Agreement, Partnership Agreement, Registration Rights Agreement, Interest Plan, and the Award Agreement. All Class B Interests held by Executive that are not vested as of the Date of Separation shall be forfeited as of such date and no payment shall be made with respect thereto. (ii) upon the Employee's termination The Company shall pay Executive a cash lump sum of employment with the Corporation for "Good Reason," as defined in Section 4 of this Agreement$488,836, that occurs during the term of this Agreement and during the third year following a Change in Control: (1) Within thirty (30) days following such a termination, Employee which shall be paid: (i) at represent his or her then-effective salary, for services performed through the date of termination, and (ii) any earned and unpaid amount of any prorated target bonus or incentive payment (for example, any bonus earned but not yet paid under the Corporation's executive bonus compensation plan with respect to 2008, the calendar year preceding the fiscal year in which the termination Date of employment Separation occurs); (iii) The Company shall pay Executive a cash lump sum severance payment of $7,200,000; and (2iv) Within thirty (30) days following such a terminationIn order to assist the Company in ensuring that the Executive is fully aware of his duties and obligations under this Agreement, Employee shall be paid a lump sum payment of an amount equal to two (2) times Employee's "Base Amount." For purposes hereof, Base Amount is defined as Employee's average includable compensation paid by the Corporation for the five (5) most recent taxable years ending before the date on which the Change in Control occurs. The definition, interpretation and calculation of the dollar amount of Base Amount shall be in a manner consistent with and as required by the provisions of Section 280G of the Internal Revenue Code of 1986set forth in Sections 6(b) and 10 below, as amended ("Code"), Executive has retained counsel and the regulations Company shall promptly pay Executive’s counsel for reasonable legal fees and rulings of the Internal Revenue Service promulgated thereunderrelated expenses so incurred. (B) Employee acknowledges that payment in accordance with this Section 5 shall be deemed to constitute a full settlement and discharge of any and all obligations of the Corporation or Meridian Mutual to Employee arising out of his or her employment with the Corporation and the termination thereof, except for any vested rights Employee may then have under any insurance, pension, supplemental pension, thrift, employee stock ownership, stock option plans or other benefit plans sponsored or made available by the Corporation or Meridian Mutual.