Common use of Payments Following Termination Clause in Contracts

Payments Following Termination. (a) In the event this Agreement is terminated by the Company for “just cause” as so defined, then (A) Executive shall be entitled to receive his Base Salary as provided in Section 5(a) accrued but unpaid as of the date of termination, plus a pro-rated bonus calculated as a fraction, the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year (and fractions thereof) preceding the date of termination, and the denominator of which is twelve (12); (B) no restrictions that remain as to any shares of restricted stock shall lapse alter the date of termination and Executive shall forfeit any still-restricted shares to the Company; and (C) no option previously awarded but not yet vested shall vest after the date of termination, and all previously awarded, vested options shall terminate unless exercised within ninety (90) days of the date of termination. (b) In the event this Agreement is terminated by the death of Executive, then the Company shall promptly pay Executive’s estate a lump sum payment equal to (i) his annual Base Salary as provided in Section 5(a) accrued but unpaid as of the date of death; (ii) a pro-rated bonus calculated as a fraction, the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year (and fractions thereof) preceding the date of death, and the denominator of which is twelve (12), (iii) and all other unpaid amounts previously accrued or awarded pursuant to any other provision of this Agreement. In addition, all restrictions remaining on any shares of restricted stock shall lapse and any options to purchase shares referenced in Section 5 shall fully vest. (c) In the event this Agreement is terminated (i) by the Company without “just cause,” or (ii) by the Executive with “good reason”, then (A) the Company will pay the Executive an immediate cash payment equal to two times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay the Executive all unpaid amounts previously accrued or awarded pursuant to any other provision of this Agreement; (C) all restrictions remaining on any shares of restricted stock shall lapse and any options to purchase shares referenced in Section 5 shall fully vest. (d) In the event this Agreement is terminated as a Control Termination, then (A) the Company will pay the Executive an immediate cash payment equal to two and one half (2.5) times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay the Executive all unpaid amounts previously accrued or awarded pursuant to any other provision of this Agreement; (C) all restrictions remaining on any shares of restricted stock shall lapse and any options to purchase shares referenced in Section 5 shall fully vest. (e) In the event that this Agreement is terminated by the Company following Executive’s disability, payment shall be made in accordance with Section 7 hereof. (f) In the event that Executive terminates this Agreement, other than for “good reason,” or in the event that this Agreement expires in accordance with its terms, the Executive shall not be entitled to any additional payment, compensation or accelerated vesting of equity grants or options, beyond that which has accrued in the ordinary course upon the date of such termination.

Payments Following Termination. (a) In the event this Agreement that Executive's employment is terminated by the Company for “just cause” as so definedJust Cause or if Executive voluntarily resigns, then (Ai) the Company within 10 business days shall pay Executive shall be entitled to receive a cash payment of his Base Salary as provided in Section 5(a) accrued hereof that was earned but unpaid as of the date of termination, plus a pro-rated bonus calculated as a fraction, termination (the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year “Termination Date”) and (and fractions thereof) preceding the date of termination, and the denominator of which is twelve (12); (Bii) no restrictions that remain as bonus for the year of termination will be earned or paid to any shares of Executive. All stock options, restricted stock shall lapse alter and/or other awards held by Executive on the date of termination and Executive shall forfeit any still-restricted shares to be treated in accordance with the Company; and (C) no option previously awarded but not yet vested shall vest after the date of termination, and all previously awarded, vested options shall terminate unless exercised within ninety (90) days of the date of terminationapplicable award agreements. (b) In the event this Agreement Executive's employment is terminated by the death of Executive, then the Company shall promptly pay Executive’s 's estate a lump sum payment equal to within 30 days (i) his annual Base Salary as provided in Section 5(a) accrued but unpaid as of the date of death; Accrued Amounts and (ii) a pro-rated bonus calculated as a fractionrata portion of the Target Bonus for the year in which his death occurs. All stock options, the numerator of which is the preceding year’s Bonus multiplied restricted stock and/or other awards held by the number of months in the current calendar year (and fractions thereof) preceding Executive on the date of death, and termination shall be treated in accordance with the denominator of which is twelve (12), (iii) and all other unpaid amounts previously accrued or awarded pursuant to any other provision of this Agreement. In addition, all restrictions remaining on any shares of restricted stock shall lapse and any options to purchase shares referenced in Section 5 shall fully vestapplicable award agreements. (c) In the event this Agreement that Executive is terminated (i) by the Company without “just cause,” Just Cause (and other than a termination due to expiration of the Term, death, disability or (iia Control Termination) or by the Executive with “good reason”With Reason, then (A) the Company will pay the Executive an immediate cash payment equal to two times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive within 30 days of the Termination Date the Accrued Amounts. Additionally, following such a termination, Executive all unpaid amounts previously accrued or awarded shall be entitled to receive (i) a bonus pursuant to any other provision Section 5(b) based on CNO's actual performance for the year in which Executive is terminated (prorated for the partial year period ending on the Termination Date), payable at the same time when such bonus amount normally would have been paid pursuant to Section 5(b), and (ii) a cash lump sum equal to the sum of this Agreement; (C) all restrictions remaining on any shares of his annual Base Salary and Target Bonus. All stock options, restricted stock and/or other awards held by Executive on the date of termination shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (d) In the event this Agreement that Executive is terminated as by the Company (or its successor) in a Control TerminationTermination as so defined, then (A) the Company will pay the Executive an immediate cash payment equal to two and one half (2.5) times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive within 30 days of the Termination Date the Accrued Amounts. Additionally, following such a termination, Executive all unpaid amounts previously accrued or awarded shall be entitled to receive (i) a bonus pursuant to any other provision Section 5(b) based on CNO's actual performance for the year during which Executive is terminated (prorated for the partial year period ending on the Termination Date), payable at the same time as such bonus payment would have been paid pursuant to Section 5(b), and (ii) a cash lump sum equal to the sum of this Agreement; (CA) all restrictions remaining on any shares of his Target Bonus and (B) one and one-half times his annual Base Salary. All stock options, restricted stock and/or other awards held by Executive upon the occurrence of a Change in Control shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (e) In Notwithstanding anything to the event that contrary, payment of any severance under this Agreement is terminated conditioned upon the execution by Executive of a separation and release agreement in a form acceptable to the Company following Executive’s disabilityand the observation of such waiting or revocation periods, payment shall be made in accordance with Section 7 hereof. (f) In if any, before and after execution of the event that agreement by Executive terminates this Agreementas are required by law, other than such as, for “good reason,” or in the event that this Agreement expires in accordance with its termsexample, the waiting or revocation periods required for a waiver and release to be effective with respect to claims under the Age Discrimination in Employment Act, provided that the Company delivers to Executive shall not be entitled to any additional payment, compensation or accelerated vesting such agreement within seven days of equity grants or options, beyond that which has accrued in the ordinary course upon the date of such terminationTermination Date.

Payments Following Termination. (a) In the event this Agreement that Executive's employment is terminated by the Company for “just cause” as so definedJust Cause or if Executive voluntarily resigns, then (Ai) the Company within 10 business days shall pay Executive shall be entitled to receive a cash payment of his Base Salary as provided in Section 5(a) accrued hereof that was earned but unpaid as of the date of termination, plus a pro-rated bonus calculated as a fraction, the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year termination and (and fractions thereof) preceding the date of termination, and the denominator of which is twelve (12); (Bii) no restrictions that remain as bonus for the year of termination will be earned or paid to any shares of Executive. All stock options, restricted stock shall lapse alter and/or other awards held by Executive on the date of termination and Executive shall forfeit any still-restricted shares to be treated in accordance with the Company; and (C) no option previously awarded but not yet vested shall vest after the date of termination, and all previously awarded, vested options shall terminate unless exercised within ninety (90) days of the date of terminationapplicable award agreements. (b) In the event this Agreement Executive's employment is terminated by the death of Executive, then the Company shall promptly pay Executive’s 's estate a lump sum payment equal to within 30 days (i) his annual Base Salary as provided in Section 5(a) accrued but unpaid as of the date of death; Accrued Amounts and (ii) a pro-rated bonus calculated as a fractionrata portion of the Target Bonus for the year in which his death occurs. All stock options, the numerator of which is the preceding year’s Bonus multiplied restricted stock and/or other awards held by the number of months in the current calendar year (and fractions thereof) preceding Executive on the date of death, and termination shall be treated in accordance with the denominator of which is twelve (12), (iii) and all other unpaid amounts previously accrued or awarded pursuant to any other provision of this Agreement. In addition, all restrictions remaining on any shares of restricted stock shall lapse and any options to purchase shares referenced in Section 5 shall fully vestapplicable award agreements. (c) In the event this Agreement that Executive is terminated (i) by the Company without “just cause,” Just Cause (and other than a termination due to expiration of the Term, death, disability or (iia Control Termination) or by the Executive with “good reason”With Reason, then (A) the Company will pay the Executive an immediate cash payment equal to two times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive within 30 days (i) the Executive all unpaid amounts previously accrued or awarded pursuant Accrued Amounts, (ii) a pro-rata portion of the Target Bonus for the year in which his termination occurs and (iii) a cash lump sum equal to any other provision of this Agreement; (C) all restrictions remaining on any shares of his Base Salary and Target Bonus. All stock options, restricted stock and/or other awards held by Executive on the date of termination shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (d) In the event this Agreement that Executive is terminated as by the Company (or its successor) in a Control TerminationTermination as so defined, then (A) the Company will pay the Executive an immediate cash payment equal to two and one half (2.5) times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive within 30 days (i) the Executive all unpaid amounts previously accrued or awarded pursuant Accrued Amounts, (ii) a cash lump sum equal to any other provision his Target Bonus and one and one-half times his Base Salary and (iii) a cash lump sum equal to a pro-rata portion of this Agreement; (C) all restrictions remaining on any shares the Target Bonus for the year in which the date of termination occurs. All stock options, restricted stock and/or other awards held by Executive upon the occurrence of the Change in Control shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (e) In Notwithstanding anything to the event that contrary, payment of any severance under this Agreement is terminated conditioned upon the execution by Executive of a separation and release agreement in a form acceptable to the Company following Executive’s disabilityand the observation of such waiting or revocation periods, payment shall be made in accordance with Section 7 hereof. (f) In if any, before and after execution of the event that agreement by Executive terminates this Agreementas are required by law, other than such as, for “good reason,” or in the event that this Agreement expires in accordance with its termsexample, the waiting or revocation periods required for a waiver and release to be effective with respect to claims under the Age Discrimination in Employment Act, provided that the Company delivers to Executive shall not be entitled to any additional payment, compensation or accelerated vesting such agreement within seven days of equity grants or options, beyond that which has accrued in the ordinary course upon the date of such his termination.

Payments Following Termination. (a) In the event this Agreement that Executive’s employment is terminated by the Company for “just cause” as so definedJust Cause or if Executive voluntarily resigns, then (Ai) the Company within 10 business days shall pay Executive shall be entitled to receive a cash payment of his Base Salary as provided in Section 5(a) accrued hereof that was earned but unpaid as of the date of termination, plus a pro-rated bonus calculated as a fraction, termination (the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year “Termination Date”) and (and fractions thereof) preceding the date of termination, and the denominator of which is twelve (12); (Bii) no restrictions that remain as bonus for the year of termination will be earned or paid to any shares of Executive. All stock options, restricted stock shall lapse alter and/or other awards held by Executive on the date of termination and Executive shall forfeit any still-restricted shares to be treated in accordance with the Company; and (C) no option previously awarded but not yet vested shall vest after the date of termination, and all previously awarded, vested options shall terminate unless exercised within ninety (90) days of the date of terminationapplicable award agreements. (b) In the event this Agreement Executive’s employment is terminated by the death of Executive, then the Company shall promptly pay Executive’s estate a lump sum payment equal to within 30 days (i) his annual Base Salary as provided in Section 5(a) accrued but unpaid as of the date of death; Accrued Amounts and (ii) a pro-rated bonus calculated as a fractionrata portion of the Target Bonus for the year in which his death occurs. All stock options, the numerator of which is the preceding year’s Bonus multiplied restricted stock and/or other awards held by the number of months in the current calendar year (and fractions thereof) preceding Executive on the date of death, and termination shall be treated in accordance with the denominator of which is twelve (12), (iii) and all other unpaid amounts previously accrued or awarded pursuant to any other provision of this Agreement. In addition, all restrictions remaining on any shares of restricted stock shall lapse and any options to purchase shares referenced in Section 5 shall fully vestapplicable award agreements. (c) In the event this Agreement that Executive is terminated (i) by the Company without “just cause,” Just Cause (and other than a termination due to expiration of the Term, death, disability or (iia Control Termination) or by the Executive with “good reason”With Reason, then (A) the Company will pay the Executive an immediate cash payment equal to two times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive within 30 days of the Termination Date the Accrued Amounts. Additionally, following such a termination, Executive all unpaid amounts previously accrued or awarded shall be entitled to receive (i) a bonus pursuant to any other provision Section 5(b) based on CNO’s actual performance for the year in which Executive is terminated (prorated for the partial year period ending on the Termination Date), payable at the same time when such bonus amount normally would have been paid pursuant to Section 5(b), and (ii) a cash lump sum equal to the sum of this Agreement; (C) all restrictions remaining on any shares of his annual Base Salary and Target Bonus. All stock options, restricted stock and/or other awards held by Executive on the date of termination shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (d) In the event this Agreement that Executive is terminated as by the Company (or its successor) in a Control TerminationTermination as so defined, then (A) the Company will pay the Executive an immediate cash payment equal to two and one half (2.5) times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive within 30 days of the Termination Date the Accrued Amounts. Additionally, following such a termination, Executive all unpaid amounts previously accrued or awarded shall be entitled to receive (i) a bonus pursuant to any other provision Section 5(b) based on CNO’s actual performance for the year during which Executive is terminated (prorated for the partial year period ending on the Termination Date), payable at the same time as such bonus payment would have been paid pursuant to Section 5(b), and (ii) a cash lump sum equal to two times the sum of this Agreement; (CA) all restrictions remaining on any shares of his Target Bonus and (B) his annual Base Salary. All stock options, restricted stock and/or other awards held by Executive upon the occurrence of a Change in Control shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (e) In Notwithstanding anything to the event that contrary, payment of any severance under this Agreement is terminated conditioned upon the execution by Executive of a separation and release agreement in a form acceptable to the Company following Executive’s disabilityand the observation of such waiting or revocation periods, payment shall be made in accordance with Section 7 hereof. (f) In if any, before and after execution of the event that agreement by Executive terminates this Agreementas are required by law, other than such as, for “good reason,” or in the event that this Agreement expires in accordance with its termsexample, the waiting or revocation periods required for a waiver and release to be effective with respect to claims under the Age Discrimination in Employment Act, provided that the Company delivers to Executive shall not be entitled to any additional payment, compensation or accelerated vesting such agreement within seven days of equity grants or options, beyond that which has accrued in the ordinary course upon the date of such terminationTermination Date.

Payments Following Termination. (a) In the event this Agreement that Executive's employment is terminated by the Company for “just cause” as so definedJust Cause or if Executive voluntarily resigns, then (A) the Company within 10 business days shall pay Executive shall be entitled to receive a cash payment of his Base Salary as provided in Section 5(a) accrued hereof that was earned but unpaid as of the date of termination. No bonus for the year of termination will be earned or paid to Executive. All stock options, plus a pro-rated bonus calculated as a fraction, the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year (and fractions thereof) preceding the date of termination, and the denominator of which is twelve (12); (B) no restrictions that remain as to any shares of restricted stock shall lapse alter and/or other awards held by Executive on the date of termination and Executive shall forfeit any still-restricted shares to be treated in accordance with the Company; and (C) no option previously awarded but not yet vested shall vest after the date of termination, and all previously awarded, vested options shall terminate unless exercised within ninety (90) days of the date of terminationapplicable award agreements. (b) In the event this Agreement Executive's employment is terminated by the death of Executive, then the Company shall promptly pay Executive’s 's estate a lump sum payment equal to within 30 days (i) his annual Base Salary as provided in Section 5(a) accrued but unpaid as of the date of death; Accrued Amounts and (ii) a pro-rated bonus calculated as a fractionrata portion of the Target Bonus for the year in which his death occurs. All stock options, the numerator of which is the preceding year’s Bonus multiplied restricted stock and/or other awards held by the number of months in the current calendar year (and fractions thereof) preceding Executive on the date of death, and termination shall be treated in accordance with the denominator of which is twelve (12), (iii) and all other unpaid amounts previously accrued or awarded pursuant to any other provision of this Agreement. In addition, all restrictions remaining on any shares of restricted stock shall lapse and any options to purchase shares referenced in Section 5 shall fully vestapplicable award agreements. (c) In the event this Agreement that Executive is terminated (i) by the Company without “just cause,” Just Cause (and other than a termination due to expiration of the Term, death, disability or (iia Control Termination) or by the Executive with “good reason”With Reason, then (A) the Company will pay the Executive an immediate cash payment equal to two times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive within 30 days (i) the Executive all unpaid amounts previously accrued or awarded pursuant Accrued Amounts, (ii) a pro-rata portion of the Target Bonus for the year in which his termination occurs and (iii) a cash lump sum equal to any other provision of this Agreement; (C) all restrictions remaining on any shares of his Base Salary and Target Bonus. All stock options, restricted stock and/or other awards held by Executive on the date of termination shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (d) In the event this Agreement that Executive is terminated as by the Company (or its successor) in a Control TerminationTermination as so defined, then (A) the Company will pay the Executive an immediate cash payment equal to two and one half (2.5) times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive within 30 days (i) the Executive all unpaid amounts previously accrued or awarded pursuant Accrued Amounts, (ii) a cash lump sum equal to any other provision his Target Bonus and one and one-half times his Base Salary and (iii) a cash lump sum equal to a pro-rata portion of this Agreement; (C) all restrictions remaining on any shares the Target Bonus for the year in which the date of termination occurs. All stock options, restricted stock and/or other awards held by Executive upon the occurrence of the Change in Control shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (e) In Notwithstanding anything to the event that contrary, payment of any severance under this Agreement is terminated conditioned upon the execution by Executive of a separation and release agreement in a form acceptable to the Company following Executive’s disabilityand the observation of such waiting or revocation periods, payment shall be made in accordance with Section 7 hereof. (f) In if any, before and after execution of the event that agreement by Executive terminates this Agreementas are required by law, other than such as, for “good reason,” or in the event that this Agreement expires in accordance with its termsexample, the waiting or revocation periods required for a waiver and release to be effective with respect to claims under the Age Discrimination in Employment Act, provided that the Company delivers to Executive shall not be entitled to any additional payment, compensation or accelerated vesting such agreement within seven days of equity grants or options, beyond that which has accrued in the ordinary course upon the date of such his termination.

Payments Following Termination. (a) In the event this Agreement that Executive’s employment is terminated by the Company for “just cause” as so definedJust Cause or if Executive voluntarily resigns, then (Ai) the Company within 10 business days shall pay Executive shall be entitled to receive a cash payment of his Base Salary as provided in Section 5(a) accrued hereof that was earned but unpaid as of the date of termination, plus a pro-rated bonus calculated as a fraction, termination (the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year “Termination Date”) and (and fractions thereof) preceding the date of termination, and the denominator of which is twelve (12); (Bii) no restrictions that remain as bonus for the year of termination will be earned or paid to any shares of Executive. All stock options, restricted stock shall lapse alter and/or other awards held by Executive on the date of termination and Executive shall forfeit any still-restricted shares to be treated in accordance with the Company; and (C) no option previously awarded but not yet vested shall vest after the date of termination, and all previously awarded, vested options shall terminate unless exercised within ninety (90) days of the date of terminationapplicable award agreements. (b) In the event this Agreement Executive’s employment is terminated by the death of Executive, then the Company shall promptly pay Executive’s estate a lump sum payment equal to within 30 days (i) his annual Base Salary as provided in Section 5(a) accrued but unpaid as of the date of death; Accrued Amounts and (ii) a pro-rated bonus calculated as a fractionrata portion of the Target Bonus for the year in which his death occurs. All stock options, the numerator of which is the preceding year’s Bonus multiplied restricted stock and/or other awards held by the number of months in the current calendar year (and fractions thereof) preceding Executive on the date of death, and termination shall be treated in accordance with the denominator of which is twelve (12), (iii) and all other unpaid amounts previously accrued or awarded pursuant to any other provision of this Agreement. In addition, all restrictions remaining on any shares of restricted stock shall lapse and any options to purchase shares referenced in Section 5 shall fully vestapplicable award agreements. (c) In the event this Agreement that Executive is terminated (i) by the Company without “just cause,” Just Cause (and other than a termination due to expiration of the Term, death, disability or (iia Control Termination) or by the Executive with “good reason”With Reason, then (A) the Company will pay the Executive an immediate cash payment equal to two times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive within 30 days of the Termination Date the Accrued Amounts. Additionally, following such a termination, Executive all unpaid amounts previously accrued or awarded shall be entitled to receive (i) a bonus pursuant to any other provision Section 5(b) based on the Conseco’s actual performance for the year in which Executive is terminated (prorated for the partial year period ending on the Termination Date), payable at the same time when such bonus amount normally would have been paid pursuant to Section 5(b), and (ii) a cash lump sum equal to the sum of this Agreement; (C) all restrictions remaining on any shares of his annual Base Salary and Target Bonus. All stock options, restricted stock and/or other awards held by Executive on the date of termination shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (d) In the event this Agreement that Executive is terminated as by the Company (or its successor) in a Control TerminationTermination as so defined, then (A) the Company will pay the Executive an immediate cash payment equal to two and one half (2.5) times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive within 30 days of the Termination Date the Accrued Amounts. Additionally, following such a termination, Executive all unpaid amounts previously accrued or awarded shall be entitled to receive (i) a bonus pursuant to any other provision Section 5(b) based on the Company’s actual performance for the year during which Executive is terminated (prorated for the partial year period ending on the Termination Date), payable at the same time when such bonus amount would have been paid pursuant to Section 5(b), and (ii) a cash lump sum equal to the sum of this Agreement; (CA) all restrictions remaining on any shares of his Target Bonus and (B) one and one-half times his annual Base Salary. All stock options, restricted stock and/or other awards held by Executive upon the occurrence of a Change in Control shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (e) In Notwithstanding anything to the event that contrary, payment of any severance under this Agreement is terminated conditioned upon the execution by Executive of a separation and release agreement in a form acceptable to the Company following Executive’s disabilityand the observation of such waiting or revocation periods, payment shall be made in accordance with Section 7 hereof. (f) In if any, before and after execution of the event that agreement by Executive terminates this Agreementas are required by law, other than such as, for “good reason,” or in the event that this Agreement expires in accordance with its termsexample, the waiting or revocation periods required for a waiver and release to be effective with respect to claims under the Age Discrimination in Employment Act, provided that the Company delivers to Executive shall not be entitled to any additional payment, compensation or accelerated vesting such agreement within seven days of equity grants or options, beyond that which has accrued in the ordinary course upon the date of such terminationTermination Date.

Payments Following Termination. (a) In the event this Agreement that Executive’s employment is terminated by the Company for “just cause” as so definedJust Cause or if Executive voluntarily resigns, then (Ai) the Company within 10 business days shall pay Executive shall be entitled to receive a cash payment of his Base Salary as provided in Section 5(a) accrued hereof that was earned but unpaid as of the date of termination, plus a pro-rated bonus calculated as a fraction, termination (the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year “Termination Date”) and (and fractions thereof) preceding the date of termination, and the denominator of which is twelve (12); (Bii) no restrictions that remain as bonus for the year of termination will be earned or paid to any shares of Executive. All stock options, restricted stock and/or other awards held by Executive on the Termination Date shall lapse alter be treated in accordance with the date of termination and Executive shall forfeit any still-restricted shares to the Company; and (C) no option previously awarded but not yet vested shall vest after the date of termination, and all previously awarded, vested options shall terminate unless exercised within ninety (90) days of the date of terminationapplicable award agreements. (b) In the event this Agreement Executive’s employment is terminated by the death of Executive, then the Company shall promptly pay Executive’s estate a lump sum payment equal to within 30 days (i) his annual Base Salary as provided in Section 5(a) accrued but unpaid as of the date of death; Accrued Amounts and (ii) a pro-rated bonus calculated as a fractionrata portion of the Target Bonus for the year in which his death occurs. All stock options, the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year (and fractions thereof) preceding the date of death, and the denominator of which is twelve (12), (iii) and all other unpaid amounts previously accrued or awarded pursuant to any other provision of this Agreement. In addition, all restrictions remaining on any shares of restricted stock and/or other awards held by Executive on the Termination Date shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (c) In the event this Agreement that Executive is terminated (i) by the Company without “just cause,” Just Cause (and other than a termination due to expiration of the Term, death, Disability or a Control Termination) or by Executive With Reason, then the Company shall pay Executive within 30 days of the Termination Date (i) the Accrued Amounts and (ii) by a cash lump sum equal to the sum of his annual Base Salary and Target Bonus. Additionally, following such a termination, Executive with shall be entitled to receive a bonus pursuant to Section 5(b) based on the Company’s actual performance for the year in which Executive is terminated (prorated for the partial year period ending on the Termination Date), payable at the same time when such bonus amount normally would have been paid pursuant to Section 5(b). Executive and his family shall be entitled to continued participation in all medical, health and life insurance plans at the same benefit level at which he and his family were participating on the date of termination (“good reasonWelfare Benefits”, then ) until the earliest of (A) 12 months after the Company will pay the Executive an immediate cash payment equal to two times Executive’s Base Salary plus Bonus for the applicable year or, in the case date of the Bonus, for the immediately prior yeartermination; (B) the Company shall pay the date upon which Executive all unpaid amounts previously accrued attains 65 years of age; or awarded pursuant to any other provision of this Agreement; (C) all restrictions remaining the date or dates Executive receives substantially similar coverage and benefits under the plans and programs of a subsequent employer (such coverage and benefits to be determined on any shares of a coverage-by-coverage, or benefit-by-benefit, basis). All stock options, restricted stock and/or other awards held by Executive on the Termination Date shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (d) In the event this Agreement that Executive is terminated as by the Company (or its successor) in a Control TerminationTermination as so defined, then the Company shall pay Executive within 30 days of the Termination Date (i) the Accrued Amounts and (ii) a cash lump sum equal to one and one-half times the sum of (A) his Target Bonus and (B) his annual Base Salary. Additionally, following such a termination, Executive shall be entitled to receive (i) a bonus pursuant to Section 5(b) based on the Company will pay Company’s actual performance during the year in which Executive an immediate cash payment equal to two and one half is terminated (2.5) times Executive’s Base Salary plus Bonus prorated for the applicable partial year or, period ending on the Termination Date). Executive and his family shall be entitled to continued participation in all Welfare Benefits until the case earliest of (A) 18 months after the Bonus, for the immediately prior yeardate of termination; (B) the Company shall pay the date upon which Executive all unpaid amounts previously accrued attains 65 years of age; or awarded pursuant to any other provision of this Agreement; (C) all restrictions remaining the date or dates Executive receives substantially similar coverage and benefits under the plans of a subsequent employer (such coverage and benefits to be determined on any shares of a coverage-by-coverage, or benefit-by benefit, basis). All stock options, restricted stock and/or other awards held by Executive upon the occurrence of the Change in Control shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (e) In Notwithstanding anything to the event that contrary, payment of any severance under this Agreement is terminated conditioned upon the execution by Executive of a separation and release agreement in a form acceptable to the Company following Executive’s disabilityand the observation of such waiting or revocation periods, payment shall be made in accordance with Section 7 hereof. (f) In if any, before and after execution of the event that agreement by Executive terminates this Agreementas are required by law, other than such as, for “good reason,” or in the event that this Agreement expires in accordance with its termsexample, the waiting or revocation periods required for a waiver and release to be effective with respect to claims under the Age Discrimination in Employment Act, provided that the Company delivers to Executive shall not be entitled to any additional payment, compensation or accelerated vesting such agreement within seven days of equity grants or options, beyond that which has accrued in the ordinary course upon the date of such terminationTermination Date.

Payments Following Termination. (a) In the event this Agreement that Executive’s employment is terminated by the Company for “just cause” as so definedJust Cause or if Executive voluntarily resigns, then (Ai) the Company within 10 business days shall pay Executive shall be entitled to receive a cash payment of his Base Salary as provided in Section 5(a) accrued hereof that was earned but unpaid as of the date of termination, plus a pro-rated bonus calculated as a fraction, termination (the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year “Termination Date”) and (and fractions thereof) preceding the date of termination, and the denominator of which is twelve (12); (Bii) no restrictions that remain as bonus for the year of termination will be earned or paid to any shares of Executive. All stock options, restricted stock shall lapse alter and/or other awards held by Executive on the date of termination and Executive shall forfeit any still-restricted shares to be treated in accordance with the Company; and (C) no option previously awarded but not yet vested shall vest after the date of termination, and all previously awarded, vested options shall terminate unless exercised within ninety (90) days of the date of terminationapplicable award agreements. (b) In the event this Agreement Executive’s employment is terminated by the death of Executive, then the Company shall promptly pay Executive’s estate a lump sum payment equal to within 30 days (i) his annual Base Salary as provided in Section 5(a) accrued but unpaid as of the date of death; Accrued Amounts and (ii) a pro-rated bonus calculated as a fractionrata portion of the Target Bonus for the year in which his death occurs. All stock options, the numerator of which is the preceding year’s Bonus multiplied restricted stock and/or other awards held by the number of months in the current calendar year (and fractions thereof) preceding Executive on the date of death, and termination shall be treated in accordance with the denominator of which is twelve (12), (iii) and all other unpaid amounts previously accrued or awarded pursuant to any other provision of this Agreement. In addition, all restrictions remaining on any shares of restricted stock shall lapse and any options to purchase shares referenced in Section 5 shall fully vestapplicable award agreements. (c) In the event this Agreement that Executive is terminated (i) by the Company without “just cause,” Just Cause (and other than a termination due to expiration of the Term, death, disability or (iia Control Termination) or by the Executive with “good reason”With Reason, then (A) the Company will pay the Executive an immediate cash payment equal to two times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive within 30 days of the Termination Date the Accrued Amounts. Additionally, following such a termination, Executive all unpaid amounts previously accrued or awarded shall be entitled to receive (i) a bonus pursuant to any other provision Section 5(b) based on CNO’s actual performance for the year in which Executive is terminated (prorated for the partial year period ending on the Termination Date), payable at the same time when such bonus amount normally would have been paid pursuant to Section 5(b), and (ii) a cash lump sum equal to the sum of this Agreement; (C) all restrictions remaining on any shares of his annual Base Salary and Target Bonus. All stock options, restricted stock and/or other awards held by Executive on the date of termination shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (d) In the event this Agreement that Executive is terminated by the Company (or its successor) in a Control Termination as so defined, or if Executive terminates his employment With Reason in a Control Termination, then (A) the Company will pay the Executive an immediate cash payment equal to two and one half (2.5) times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive within 30 days of the Termination Date the Accrued Amounts. Additionally, following such a termination, Executive all unpaid amounts previously accrued or awarded shall be entitled to receive (i) a bonus pursuant to any other provision Section 5(b) based on CNO’s actual performance for the year during which Executive is terminated (prorated for the partial year period ending on the Termination Date), payable at the same time as such bonus payment would have been paid pursuant to Section 5(b), and (ii) a cash lump sum equal to two times the sum of this Agreement; (CA) all restrictions remaining on any shares of his Target Bonus and (B) his annual Base Salary. All stock options, restricted stock and/or other awards held by Executive upon the occurrence of a Change in Control shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (e) In Notwithstanding anything to the event that contrary, payment of any severance under this Agreement is terminated conditioned upon the execution by Executive of a separation and release agreement in a form acceptable to the Company following Executive’s disabilityand the observation of such waiting or revocation periods, payment shall be made in accordance with Section 7 hereof. (f) In if any, before and after execution of the event that agreement by Executive terminates this Agreementas are required by law, other than such as, for “good reason,” or in the event that this Agreement expires in accordance with its termsexample, the waiting or revocation periods required for a waiver and release to be effective with respect to claims under the Age Discrimination in Employment Act, provided that the Company delivers to Executive shall not be entitled to any additional payment, compensation or accelerated vesting such agreement within seven days of equity grants or options, beyond that which has accrued in the ordinary course upon the date of such terminationTermination Date.

Payments Following Termination. (a) In the event this Agreement that Executive’s employment is terminated by the Company for “just cause” as so definedJust Cause or if Executive voluntarily resigns (other than With Reason), then (Ai) the Company within 10 business days shall pay Executive shall be entitled to receive a cash payment of his Base Salary as provided in Section 5(a) accrued hereof that was earned but unpaid as of the date of termination, plus a pro-rated bonus calculated as a fraction, the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year termination and (and fractions thereof) preceding the date of termination, and the denominator of which is twelve (12); (Bii) no restrictions that remain as bonus for the year of termination will be earned or paid to any shares of Executive. All stock options, restricted stock shall lapse alter and/or other equity awards held by Executive on the date of termination and Executive shall forfeit any still-restricted shares to be treated in accordance with the Company; and (C) no option previously awarded but not yet vested shall vest after the date of termination, and all previously awarded, vested options shall terminate unless exercised within ninety (90) days of the date of terminationapplicable award agreements. (b) In the event this Agreement Executive’s employment is terminated by the death of Executive, then the Company shall promptly pay Executive’s estate a lump sum payment equal to within 30 days (i) his annual Base Salary as provided in Section 5(a) accrued but unpaid as of the date of death; Accrued Amounts and (ii) a pro-rated bonus calculated as a fractionrata portion of the Target Bonus for the year in which his death occurs. All stock options, the numerator of which is the preceding year’s Bonus multiplied restricted stock and/or other equity awards held by the number of months in the current calendar year (and fractions thereof) preceding Executive on the date of death, and termination shall be treated in accordance with the denominator of which is twelve (12), (iii) and all other unpaid amounts previously accrued or awarded pursuant to any other provision of this Agreement. In addition, all restrictions remaining on any shares of restricted stock shall lapse and any options to purchase shares referenced in Section 5 shall fully vestapplicable award agreements. (c) In the event this Agreement that Executive is terminated (i) by the Company without “just cause,” Just Cause (and other than a termination due to expiration of the Term, death, Disability or a Control Termination), (ii) by reason of expiration of the Term or (iii) by Executive with “good reason”With Reason, then (A) the Company will pay the Executive an immediate cash payment equal to two times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive within 30 days of the Termination Date the Accrued Amounts. Additionally, following such a termination, Executive all unpaid amounts previously accrued or awarded shall be entitled to receive (i) a bonus pursuant to any other provision Section 5(b) based on CNO’s actual performance for the year in which Executive is terminated (prorated for the partial year period ending on the Termination Date), payable at the same time when such bonus amount normally would have been paid pursuant to Section 5(b), and (ii) a cash lump sum (payable within 75 days following the Termination Date) equal to the sum of this Agreement; (C) all restrictions remaining on any shares of his annual Base Salary and Target Bonus. All stock options, restricted stock and/or other equity awards held by Executive on the date of termination shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (d) In the event this Agreement that Executive is terminated as by the Company (or its successor) in a Control TerminationTermination as so defined, then (A) the Company will pay the Executive an immediate cash payment equal to two and one half (2.5) times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive within 30 days of the Termination Date the Accrued Amounts. Additionally, following such a termination, Executive all unpaid amounts previously accrued or awarded shall be entitled to receive (i) a bonus pursuant to any other provision Section 5(b) based on CNO’s actual performance for the year during which Executive is terminated (prorated for the partial year period ending on the Termination Date), payable at the same time as such bonus payment would have been paid pursuant to Section 5(b), and (ii) a cash lump sum (payable within 75 days following the Termination Date) equal to two times the sum of this Agreement; (CA) all restrictions remaining on any shares of his Target Bonus and (B) his annual Base Salary. All stock options, restricted stock and/or other equity awards held by Executive upon the occurrence of a Change in Control shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (e) Notwithstanding anything to the contrary, payment of any severance under this Agreement is conditioned upon the execution by Executive within 60 days following the Termination Date of a separation and release agreement in a form acceptable to the Company and the observation of such waiting or revocation periods, if any, before and after execution of the agreement by Executive as are required by law, such as, for example, the waiting or revocation periods required for a waiver and release to be effective with respect to claims under the Age Discrimination in Employment Act, provided that the Company delivers to Executive such agreement within seven days of the Termination Date. In the event that this Agreement is terminated by the Company 60-day period following Executive’s disability, payment shall be made in accordance with Section 7 hereof. (f) In the event that Executive terminates this Agreement, other than for “good reason,” or in the event that this Agreement expires in accordance with its termsTermination Date straddles two calendar years, the Executive severance payments described above shall not be entitled paid prior to any additional payment, compensation or accelerated vesting of equity grants or options, beyond that which has accrued in the ordinary course upon the date second of such terminationcalendar years.

Payments Following Termination. (a) In the event this Agreement that Executive's employment is terminated by the Company for “just cause” Just Cause (as so defineddefined herein), upon non-renewal by the Company or Executive, or Executive voluntarily resigns (other than With Reason), then (A) the Company immediately shall pay Executive shall be entitled to receive a cash payment of his Base Salary as provided in Section 5(a) accrued hereof that was earned but unpaid as of the date of termination, plus a pro. If Executive's employment ends upon non-rated bonus calculated as a fraction, the numerator of which is the preceding year’s Bonus multiplied renewal by the number Company or Executive, then Executive shall also be entitled to receive the applicable bonus under Section 5(b) hereof at the same time that similar payments are made to other Company executives if Executive remains employed through the end of months in the current calendar year (and fractions thereof) preceding the date of termination, and the denominator of which is twelve (12); (B) no restrictions that remain as to any shares of Term. Any options or restricted stock shall lapse alter held by Executive on the date of termination for the reasons set forth in this Section 11(a) shall vest only through the date of termination according to the normal vesting schedule applicable to such options or restricted stock, and Executive shall forfeit not receive any still-restricted shares to the Company; and (C) no option previously awarded but not yet vested shall vest accelerated or additional vesting of such stock or options on or after the date of termination, and all previously awarded, vested options shall terminate unless exercised within ninety (90) days of the date of terminationsuch date. (b) In the event this Agreement Executive's employment is terminated by the death of Executive, then the Company shall promptly pay Executive’s 's estate a cash lump sum payment equal to of the sum of (i) his annual the remaining payments of Base Salary as provided described in Section 5(a) accrued but unpaid as of that would have been payable to Executive through the date of death; , (ii) a pro-rated bonus calculated as a fraction, rata portion of the numerator of Target Bonus for the year in which is his death occurs plus the Target Bonus for the preceding year if his death occurs after year’s Bonus multiplied -end but before such bonuses are paid and (iii) the amounts payable pursuant to Section 5(d) hereof (to the extent not already paid). Any options or restricted stock held by the number of months in the current calendar year (and fractions thereof) preceding Executive on the date of deathtermination for the reasons set forth in this Section 11(b) shall vest only through the date of termination according to the normal vesting schedule applicable to such options or restricted stock, and the denominator Executive shall not receive any accelerated or additional vesting of which is twelve (12), (iii) and all other unpaid amounts previously accrued such stock or awarded pursuant to any other provision of this Agreement. In addition, all restrictions remaining options on any shares of restricted stock shall lapse and any options to purchase shares referenced in Section 5 shall fully vestor after such date. (c) In the event this Agreement that Executive is terminated (i) by the Company without “just cause,” Just Cause (and other than non-renewal, death, disability or (iia Control Termination) or by the Executive with “good reason”With Reason, then (A) the Company will pay the Executive an immediate cash payment equal to two times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive (i) on a basis consistent with the timing of the Company's normal payroll processing, the remaining payments of Base Salary described in Section 5(a) that would have been payable to Executive all unpaid through the date of his termination of employment, (ii) his Base Salary (in the form of salary continuation on a pro-rata basis with or without medical and dental benefits, at the Executive's election and cost) for the 12-month period following his termination of employment, (iii) a cash lump sum equal to a pro-rata portion of the Target Bonus for the year in which the date of termination occurs plus the Target Bonus for the preceding year if termination occurs after year-end but before such bonuses are paid and (iv) the amounts previously accrued or awarded payable pursuant to any other provision of this Agreement; Section 5(d) hereof (C) all restrictions remaining on any shares of to the extent not already paid). Any options or restricted stock held by Executive on the date of termination for the reasons set forth in this Section 11(c) shall lapse vest only through the date of termination according to the normal vesting schedule applicable to such options or restricted stock, and Executive shall not receive any accelerated or additional vesting of such stock or options to purchase shares referenced in Section 5 shall fully veston or after such date. (d) In the event this Agreement that Executive is terminated as by the Company (or its successor) in a Control TerminationTermination as so defined, then (A) the Company will pay the Executive an immediate cash payment equal to two and one half (2.5) times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive (i) on a basis consistent with the timing of the Company's normal payroll processing, the remaining payments of Base Salary described in Section 5(a) that would have been payable to Executive all unpaid through the date of his termination of employment, (ii) his Base Salary and Target Bonus (in the form of salary continuation on a pro-rata basis with or without medical and dental benefits at the cost charged to active employees) for the 12-month period following his termination of employment, (iii) a cash lump sum equal to a pro-rata portion of the Target Bonus for the year in which the date of termination occurs plus the Target Bonus for the preceding year if termination occurs after year-end but before such bonuses are paid and (iv) the amounts previously accrued or awarded payable pursuant to Section 5(d) hereof (to the extent not already paid). To the extent that Executive is terminated in a Control Termination that occurs in anticipation of a Change in Control, any other provision of this Agreement; (C) all restrictions remaining on any shares of options or restricted stock shall lapse and any options to purchase shares referenced in Section 5 held by Executive shall fully vest, retroactive to the date of termination, upon the occurrence of the Change in Control. (e) In Notwithstanding anything to the contrary, in the event that this Agreement is terminated by Executive's employment terminates, the Company following shall pay to Executive’s disability, payment shall be made in accordance with Section 7 hereofits standard payroll practice, Executive's accrued vacation. (f) In Notwithstanding anything to the event that Executive terminates this Agreementcontrary, other than for “good reason,” or in the event that payment of severance under this Agreement expires is conditioned upon the execution by Executive of a separation and release agreement in accordance with its termsa form acceptable to the Company and the observation of such waiting or revocation periods, if any, before and after execution of the agreement by Executive as are required by law, such as, for example, the waiting or revocation periods required for a waiver and release to be effective with respect to claims under the Age Discrimination in Employment Act, provided that the Company delivers to Executive shall not be entitled to any additional payment, compensation or accelerated vesting such agreement within seven days of equity grants or options, beyond that which has accrued in the ordinary course upon the date of such his termination.

Payments Following Termination. (a) In the event this Agreement that Executive's employment is terminated by the Company for “just cause” Just Cause (as so defineddefined herein), upon non-renewal by the Company or Executive, upon expiration of the Term of this Agreement or Executive voluntarily resigns, then (A) the Company immediately shall pay Executive shall be entitled to receive his a cash payment of her Base Salary as provided in Section 5(a) accrued hereof that was earned but unpaid as of the date of termination, plus a pro-rated bonus calculated as a fraction, the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year (and fractions thereof) preceding the date of termination, and the denominator of which is twelve (12); (B) no restrictions that remain as to any shares of . Any options or restricted stock shall lapse alter held by Executive on the date of termination shall vest only through the date of termination according to the normal vesting schedule applicable to such options or restricted stock, and Executive shall forfeit not receive any still-restricted shares to the Company; and (C) no option previously awarded but not yet vested shall vest accelerated or additional vesting of such stock or options on or after the date of termination, and all previously awarded, vested options shall terminate unless exercised within ninety (90) days of the date of terminationsuch date. (b) In the event this Agreement Executive's employment is terminated by the death of Executive, then the Company shall promptly pay Executive’s 's estate a cash lump sum payment equal to of the sum of (i) his annual the remaining payments of Base Salary as provided described in Section 5(a) accrued but unpaid as of that would have been payable to Executive through the date of death; death and (ii) a pro-rated bonus calculated as a fraction, rata portion of the numerator of Target Bonus for the year in which is her death occurs plus the Target Bonus for the preceding year if her death occurs after year’s Bonus multiplied -end but before such bonuses are paid. Any options or restricted stock held by the number of months in the current calendar year (and fractions thereof) preceding Executive on the date of deathtermination shall vest only through the date of termination according to the normal vesting schedule applicable to such options or restricted stock, and the denominator Executive shall not receive any accelerated or additional vesting of which is twelve (12), (iii) and all other unpaid amounts previously accrued such stock or awarded pursuant to any other provision of this Agreement. In addition, all restrictions remaining options on any shares of restricted stock shall lapse and any options to purchase shares referenced in Section 5 shall fully vestor after such date. (c) In the event this Agreement that Executive is terminated (i) by the Company without “just cause,” Just Cause (and other than non-renewal, death, disability or (iia Control Termination) or by Executive With Reason or by non-renewal of this Agreement by the Executive with “good reason”Company, then (A) the Company will pay the Executive an immediate cash payment equal to two times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive (i) on a basis consistent with the timing of the Company's normal payroll processing, the remaining payments of Base Salary described in Section 5(a) that would have been payable to Executive all unpaid amounts previously accrued through the date of her termination of employment, (ii) a cash lump sum equal to her Base Salary and Target Bonus and (iii) a cash lump sum equal to a pro-rata portion of the Target Bonus for the year in which the date of termination occurs plus the Target Bonus for the preceding year if termination occurs after year-end but before such bonuses are paid. Executive shall also be entitled to medical benefits for 12 months at active employee contribution rates and senior executive level outplacement services by a firm selected by Executive and reasonably approve d by the Company. Any options or awarded pursuant to any other provision of this Agreement; (C) all restrictions remaining on any shares of restricted stock held by Executive on the date of termination shall lapse vest only through the date of termination according to the normal vesting schedule applicable to such options or restricted stock, and Executive shall not receive any accelerated or additional vesting of such stock or options to purchase shares referenced in Section 5 shall fully veston or after such date. (d) In the event this Agreement that Executive is terminated as by the Company (or its successor) in a Control TerminationTermination as so defined, then (A) the Company will pay the Executive an immediate cash payment equal to two and one half (2.5) times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive (i) on a basis consistent with the timing of the Company's normal payroll processing, the remaining payments of Base Salary described in Section 5(a) that would have been payable to Executive all unpaid amounts previously accrued through the date of her termination of employment, (ii) a cash lump sum equal to one and one-half times her Base Salary and Target Bonus and (iii) a cash lump sum equal to a pro-rata portion of the Target Bonus for the year in which the date of termination occurs plus the Target Bonus for the preceding year if termination occurs after year-end but before such bonuses are paid. Executive shall also be entitled to medical benefits for 18 months at active employee contribution rates and senior executive level outplacement services by a firm selected by Executive and reasonably approved by the Company. To the extent that Executive is terminated in a Control Termination that occurs in anticipation of a Change in Control, any options or awarded pursuant to any other provision of this Agreement; (C) all restrictions remaining on any shares of restricted stock shall lapse and any options to purchase shares referenced in Section 5 held by Executive shall fully vest, retroactive to the date of termination, upon the occurrence of the Change in Control. (e) In Notwithstanding anything to the contrary, in the event that this Agreement is terminated by Executive's employment terminates, the Company following Executive’s disability, payment shall be made pay or provide to Executive (i) in accordance with Section 7 hereofits standard payroll practice, Executive's accrued vacation, (ii) any expenses for which she is entitled to reimbursement, (iii) vested benefits under the Company's employee benefit plans and (iv) continuation or conversion rights under the Company's employee benefit plans, to the extent Executive would otherwise be entitled to such rights under the terms of such plans. (f) In Notwithstanding anything to the event that Executive terminates this Agreementcontrary, other than for “good reason,” or in the event that payment of severance under this Agreement expires is conditioned upon the execution by Executive of a separation and release agreement in accordance with its termsa form acceptable to Executive and the Company and the observation of such waiting or revocation periods, if any, before and after execution of the agreement by Executive as are required by law, such as, for example, the waiting or revocation periods required for a waiver and release to be effective with respect to claims under the Age Discrimination in Employment Act, provided that the Company delivers to Executive shall not be entitled to any additional payment, compensation or accelerated vesting such agreement within seven days of equity grants or options, beyond that which has accrued in the ordinary course upon the date of such her termination.

Payments Following Termination. (a) In the event this Agreement that Executive’s employment is terminated by the Company for “just cause” as so definedJust Cause or if Executive voluntarily resigns, then (Ai) the Company within 10 business days shall pay Executive shall be entitled to receive a cash payment of his Base Salary as provided in Section 5(a) accrued hereof that was earned but unpaid as of the date of termination, plus a pro-rated bonus calculated as a fraction, termination (the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year “Termination Date”) and (and fractions thereof) preceding the date of termination, and the denominator of which is twelve (12); (Bii) no restrictions that remain as bonus for the year of termination will be earned or paid to any shares of Executive. All stock options, restricted stock and/or other awards held by Executive on the Termination Date shall lapse alter be treated in accordance with the date of termination and Executive shall forfeit any still-restricted shares to the Company; and (C) no option previously awarded but not yet vested shall vest after the date of termination, and all previously awarded, vested options shall terminate unless exercised within ninety (90) days of the date of terminationapplicable award agreements. (b) In the event this Agreement Executive’s employment is terminated by the death of Executive, then the Company shall promptly pay Executive’s estate a lump sum payment equal to within 30 days (i) his annual Base Salary as provided in Section 5(a) accrued but unpaid as of the date of death; Accrued Amounts and (ii) a pro-rated bonus calculated as a fractionrata portion of the Target Bonus for the year in which his death occurs. All stock options, the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year (and fractions thereof) preceding the date of death, and the denominator of which is twelve (12), (iii) and all other unpaid amounts previously accrued or awarded pursuant to any other provision of this Agreement. In addition, all restrictions remaining on any shares of restricted stock and/or other awards held by Executive on the Termination Date shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (c) In the event this Agreement that Executive is terminated (i) by the Company without “just cause,” Just Cause (and other than a termination due to expiration of the Term, death, Disability or (iia Control Termination) or by the Executive with “good reason”With Reason, then (A) the Company will pay the Executive an immediate cash payment equal to two times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive within 30 days of the Termination Date the Accrued Amounts. Additionally, following such a termination, Executive all unpaid amounts previously accrued or awarded shall be entitled to receive (i) a bonus pursuant to any other provision Section 5(b) based on the Company’s actual performance for the year in which Executive is terminated (prorated for the partial year period ending on the Termination Date), payable at the same time when such bonus amount normally would have been paid pursuant to Section 5(b), and (ii) a cash lump sum equal to the sum of this Agreement; (C) all restrictions remaining on any shares of his annual Base Salary and Target Bonus. All stock options, restricted stock and/or other awards held by Executive on the Termination Date shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (d) In the event this Agreement that Executive is terminated as by the Company (or its successor) in a Control TerminationTermination as so defined, then (A) the Company will pay the Executive an immediate cash payment equal to two and one half (2.5) times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive within 30 days of the Termination Date the Accrued Amounts. Additionally, following such a termination, Executive all unpaid amounts previously accrued or awarded shall be entitled to receive (i) a bonus pursuant to any other provision Section 5(b) based on the Company’s actual performance during the year in which Executive is terminated (prorated for the partial year period ending on the Termination Date), payable at the same time when such bonus would have been paid pursuant to Section 5(b), and (ii) a cash lump sum equal to two times the sum of this Agreement; (CA) all restrictions remaining on any shares of his Target Bonus and (B) his annual Base Salary. All stock options, restricted stock and/or other awards held by Executive upon the occurrence of the Change in Control shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (e) In Notwithstanding anything to the event that contrary, payment of any severance under this Agreement is terminated conditioned upon the execution by Executive of a separation and release agreement in a form acceptable to the Company following Executive’s disabilityand the observation of such waiting or revocation periods, payment shall be made in accordance with Section 7 hereof. (f) In if any, before and after execution of the event that agreement by Executive terminates this Agreementas are required by law, other than such as, for “good reason,” or in the event that this Agreement expires in accordance with its termsexample, the waiting or revocation periods required for a waiver and release to be effective with respect to claims under the Age Discrimination in Employment Act, provided that the Company delivers to Executive shall not be entitled to any additional payment, compensation or accelerated vesting such agreement within seven days of equity grants or options, beyond that which has accrued in the ordinary course upon the date of such terminationTermination Date.

Payments Following Termination. (a) In the event this Agreement that Executive’s employment is terminated by the Company for “just cause” as so definedJust Cause or if Executive voluntarily resigns (other than With Reason), then (Ai) the Company within 10 business days shall pay Executive shall be entitled to receive a cash payment of his Base Salary as provided in Section 5(a) accrued hereof that was earned but unpaid as of the date of termination, plus a pro-rated bonus calculated as a fraction, the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year termination and (and fractions thereof) preceding the date of termination, and the denominator of which is twelve (12); (Bii) no restrictions that remain as bonus for the year of termination will be earned or paid to any shares of Executive. All options, restricted stock and/or other equity awards held by Executive on the Termination Date shall lapse alter be treated in accordance with the date of termination and Executive shall forfeit any still-restricted shares to the Company; and (C) no option previously awarded but not yet vested shall vest after the date of termination, and all previously awarded, vested options shall terminate unless exercised within ninety (90) days of the date of terminationapplicable award agreements. (b) In the event this Agreement Executive’s employment is terminated by the death of Executive, then the Company shall promptly pay Executive’s estate a lump sum payment equal to within 30 days (i) his annual Base Salary as provided in Section 5(a) accrued but unpaid as of the date of death; Accrued Amounts and (ii) a pro-rated bonus calculated as a fractionrata portion of the Target Bonus for the year in which his death occurs. All options, the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year (and fractions thereof) preceding the date of death, and the denominator of which is twelve (12), (iii) and all other unpaid amounts previously accrued or awarded pursuant to any other provision of this Agreement. In addition, all restrictions remaining on any shares of restricted stock and/or other equity awards held by Executive on the Termination Date shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (c) In the event this Agreement that Executive is terminated (i) by the Company without “just cause,” Just Cause (and other than a termination due to expiration of the Term, death, Disability or a Control Termination), (ii) by reason of the expiration of the Term, or (iii) by Executive with “good reason”With Reason, then (A) the Company will pay the Executive an immediate cash payment equal to two times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive within 30 days of the Termination Date the Accrued Amounts. Additionally, following such a termination, Executive all unpaid amounts previously accrued or awarded shall be entitled to receive (i) a bonus pursuant to any other provision Section 5(b) based on the Company’s actual performance for the year in which Executive is terminated (prorated for the partial year period ending on the Termination Date), payable at the same time when such bonus amount normally would have been paid pursuant to Section 5(b), and (ii) a cash lump sum (payable within 75 days following the Termination Date) equal to the sum of this Agreement; (C) all restrictions remaining on any shares of his annual Base Salary and Target Bonus. All options, restricted stock and/or other equity awards held by Executive on the Termination Date shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (d) In the event this Agreement that Executive is terminated as by the Company (or its successor) in a Control TerminationTermination as so defined, then (A) the Company will pay the Executive an immediate cash payment equal to two and one half (2.5) times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive within 30 days of the Termination Date the Accrued Amounts. Additionally, following such a termination, Executive all unpaid amounts previously accrued or awarded shall be entitled to receive (i) a bonus pursuant to any other provision Section 5(b) based on the Company’s actual performance during the year in which Executive is terminated (prorated for the partial year period ending on the Termination Date), payable at the same time when such bonus would have been paid pursuant to Section 5(b), and (ii) a cash lump sum (payable within 75 days following the Termination Date) equal to two times the sum of this Agreement; (CA) all restrictions remaining on any shares of his Target Bonus and (B) his annual Base Salary. All options, restricted stock and/or other equity awards held by Executive upon the occurrence of the Change in Control shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (e) Notwithstanding anything to the contrary, payment of any severance under this Agreement is conditioned upon the execution by Executive within 60 days following the Termination Date of a separation and release agreement in a form acceptable to the Company and the observation of such waiting or revocation periods, if any, before and after execution of the agreement by Executive as are required by law, such as, for example, the waiting or revocation periods required for a waiver and release to be effective with respect to claims under the Age Discrimination in Employment Act, provided that the Company delivers to Executive such agreement within seven days of the Termination Date. In the event that this Agreement is terminated by the Company 60-day period following Executive’s disability, payment shall be made in accordance with Section 7 hereof. (f) In the event that Executive terminates this Agreement, other than for “good reason,” or in the event that this Agreement expires in accordance with its termsTermination Date straddles two calendar years, the Executive severance payments described above shall not be entitled paid prior to any additional payment, compensation or accelerated vesting of equity grants or options, beyond that which has accrued in the ordinary course upon the date second of such terminationcalendar years.

Payments Following Termination. (a) In the event this Agreement that Executive's employment is terminated by the Company for “just cause” as so definedJust Cause or if Executive voluntarily resigns, then (Ai) the Company within 10 business days shall pay Executive shall be entitled to receive a cash payment of his Base Salary as provided in Section 5(a) accrued hereof that was earned but unpaid as of the date of termination, plus a pro-rated bonus calculated as a fraction, termination (the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year “Termination Date”) and (and fractions thereof) preceding the date of termination, and the denominator of which is twelve (12); (Bii) no restrictions that remain as bonus for the year of termination will be earned or paid to any shares of Executive. All stock options, restricted stock and/or other awards held by Executive on the Termination Date shall lapse alter be treated in accordance with the date of termination and Executive shall forfeit any still-restricted shares to the Company; and (C) no option previously awarded but not yet vested shall vest after the date of termination, and all previously awarded, vested options shall terminate unless exercised within ninety (90) days of the date of terminationapplicable award agreements. (b) In the event this Agreement Executive's employment is terminated by the death of Executive, then the Company shall promptly pay Executive’s 's estate a lump sum payment equal to within 30 days (i) his annual Base Salary as provided in Section 5(a) accrued but unpaid as of the date of death; Accrued Amounts and (ii) a pro-rated bonus calculated as a fractionrata portion of the Target Bonus for the year in which his death occurs. All stock options, the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year (and fractions thereof) preceding the date of death, and the denominator of which is twelve (12), (iii) and all other unpaid amounts previously accrued or awarded pursuant to any other provision of this Agreement. In addition, all restrictions remaining on any shares of restricted stock and/or other awards held by Executive on the Termination Date shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (c) In the event this Agreement that Executive is terminated (i) by the Company without “just cause,” Just Cause (and other than a termination due to expiration of the Term, death, Disability or a Control Termination) or by Executive With Reason, then the Company shall pay Executive within 30 days of the Termination Date (i) the Accrued Amounts and (ii) by a cash lump sum equal to the sum of his annual Base Salary and Target Bonus. Additionally, following such a termination, Executive with shall be entitled to receive a bonus pursuant to Section 5(b) based on the Company's actual performance for the year in which Executive is terminated (prorated for the partial year period ending on the Termination Date), payable at the same time when such bonus amount normally would have been paid pursuant to Section 5(b). Executive and his family shall be entitled to continued participation in all medical, health and life insurance plans at the same benefit level at which he and his family were participating on the date of termination (“good reasonWelfare Benefits”, then ) until the earliest of (A) 12 months after the Company will pay the Executive an immediate cash payment equal to two times Executive’s Base Salary plus Bonus for the applicable year or, in the case date of the Bonus, for the immediately prior yeartermination; (B) the Company shall pay the date upon which Executive all unpaid amounts previously accrued attains 65 years of age; or awarded pursuant to any other provision of this Agreement; (C) all restrictions remaining the date or dates Executive receives substantially similar coverage and benefits under the plans and programs of a subsequent employer (such coverage and benefits to be determined on any shares of a coverage-by-coverage, or benefit-by-benefit, basis). All stock options, restricted stock and/or other awards held by Executive on the Termination Date shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (d) In the event this Agreement that Executive is terminated as by the Company (or its successor) in a Control TerminationTermination as so defined, then the Company shall pay Executive within 30 days of the Termination Date (i) the Accrued Amounts and (ii) a cash lump sum equal to two times the sum of (A) his Target Bonus and (B) his annual Base Salary. Additionally, following such a termination, Executive shall be entitled to receive (i) a bonus pursuant to Section 5(b) based on the Company will pay Company's actual performance during the year in which Executive an immediate cash payment equal to two and one half is terminated (2.5) times Executive’s Base Salary plus Bonus prorated for the applicable partial year or, period ending on the Termination Date). Executive and his family shall be entitled to continued participation in all Welfare Benefits until the case earliest of (A) 24 months after the Bonus, for the immediately prior yeardate of termination; (B) the Company shall pay the date upon which Executive all unpaid amounts previously accrued attains 65 years of age; or awarded pursuant to any other provision of this Agreement; (C) all restrictions remaining the date or dates Executive receives substantially similar coverage and benefits under the plans of a subsequent employer (such coverage and benefits to be determined on any shares of a coverage-by-coverage, or benefit-by benefit, basis). All stock options, restricted stock and/or other awards held by Executive upon the occurrence of the Change in Control shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (e) In Notwithstanding anything to the event that contrary, payment of any severance under this Agreement is terminated conditioned upon the execution by Executive of a separation and release agreement in a form acceptable to the Company following Executive’s disabilityand the observation of such waiting or revocation periods, payment shall be made in accordance with Section 7 hereof. (f) In if any, before and after execution of the event that agreement by Executive terminates this Agreementas are required by law, other than such as, for “good reason,” or in the event that this Agreement expires in accordance with its termsexample, the waiting or revocation periods required for a waiver and release to be effective with respect to claims under the Age Discrimination in Employment Act, provided that the Company delivers to Executive shall not be entitled to any additional payment, compensation or accelerated vesting such agreement within seven days of equity grants or options, beyond that which has accrued in the ordinary course upon the date of such terminationTermination Date.

Payments Following Termination. (a) In the event this Agreement is terminated by the Company for “just cause” as so defined, then (A) Executive shall be entitled to receive his her Base Salary as provided in Section 5(a) accrued but unpaid as of the date of termination, plus a pro-rated bonus calculated as a fraction, the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year (and fractions thereof) preceding the date of termination, and the denominator of which is twelve (12); (B) no restrictions that remain as to any shares of restricted stock shall lapse alter the date of termination and Executive shall forfeit any still-restricted shares to the Company; and (C) no option previously awarded but not yet vested shall vest after the date of termination, and all previously awarded, vested options shall terminate unless exercised within ninety (90) days of the date of termination. (b) In the event this Agreement is terminated by the death of Executive, then the Company shall promptly pay Executive’s estate a lump sum payment equal to (i) his her annual Base Salary as provided in Section 5(a) accrued but unpaid as of the date of death; (ii) a pro-rated bonus calculated as a fraction, the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year (and fractions thereof) preceding the date of death, and the denominator of which is twelve (12), (iii) and all other unpaid amounts previously accrued or awarded pursuant to any other provision of this Agreement. In addition, all restrictions remaining on any shares of restricted stock shall lapse and any options to purchase shares referenced in Section 5 shall fully vest. (c) In the event this Agreement is terminated (i) by the Company without “just cause,” or (ii) by the Executive with “good reason”, then (A) the Company will pay the Executive an immediate cash payment equal to two times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay the Executive all unpaid amounts previously accrued or awarded pursuant to any other provision of this Agreement; (C) all restrictions remaining on any shares of restricted stock shall lapse and any options to purchase shares referenced in Section 5 shall fully vest. (d) In the event this Agreement is terminated as a Control Termination, then (A) the Company will pay the Executive an immediate cash payment equal to two and one half (2.5) times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay the Executive all unpaid amounts previously accrued or awarded pursuant to any other provision of this Agreement; (C) all restrictions remaining on any shares of restricted stock shall lapse and any options to purchase shares referenced in Section 5 shall fully vest. (e) In the event that this Agreement is terminated by the Company following Executive’s disability, payment shall be made in accordance with Section 7 hereof. (f) In the event that Executive terminates this Agreement, other than for “good reason,” or in the event that this Agreement expires in accordance with its terms, the Executive shall not be entitled to any additional payment, compensation or accelerated vesting of equity grants or options, beyond that which has accrued in the ordinary course upon the date of such termination.

Payments Following Termination. (a) In the event this Agreement that Executive’s employment is terminated by the Company for “just cause” as so definedJust Cause or if Executive voluntarily resigns, then (Ai) the Company within 10 business days shall pay Executive shall be entitled to receive a cash payment of his Base Salary as provided in Section 5(a) accrued hereof that was earned but unpaid as of the date of termination, plus a pro-rated bonus calculated as a fraction, termination (the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year “Termination Date”) and (and fractions thereof) preceding the date of termination, and the denominator of which is twelve (12); (Bii) no restrictions that remain as bonus for the year of termination will be earned or paid to any shares of Executive. All stock options, restricted stock shall lapse alter and/or other awards held by Executive on the date of termination and Executive shall forfeit any still-restricted shares to be treated in accordance with the Company; and (C) no option previously awarded but not yet vested shall vest after the date of termination, and all previously awarded, vested options shall terminate unless exercised within ninety (90) days of the date of terminationapplicable award agreements. (b) In the event this Agreement Executive’s employment is terminated by the death of Executive, then the Company shall promptly pay Executive’s estate a lump sum payment equal to within 30 days (i) his annual Base Salary as provided in Section 5(a) accrued but unpaid as of the date of death; Accrued Amounts and (ii) a pro-rated bonus calculated as a fractionrata portion of the Target Bonus for the year in which his death occurs. All stock options, the numerator of which is the preceding year’s Bonus multiplied restricted stock and/or other awards held by the number of months in the current calendar year (and fractions thereof) preceding Executive on the date of death, and termination shall be treated in accordance with the denominator of which is twelve (12), (iii) and all other unpaid amounts previously accrued or awarded pursuant to any other provision of this Agreement. In addition, all restrictions remaining on any shares of restricted stock shall lapse and any options to purchase shares referenced in Section 5 shall fully vestapplicable award agreements. (c) In the event this Agreement that Executive is terminated (i) by the Company without “just cause,” Just Cause (and other than a termination due to expiration of the Term, death, disability or (iia Control Termination) or by the Executive with “good reason”With Reason, then (A) the Company will pay the Executive an immediate cash payment equal to two times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive within 30 days of the Termination Date the Accrued Amounts. Additionally, following such a termination, Executive all unpaid amounts previously accrued or awarded shall be entitled to receive (i) a bonus pursuant to any other provision Section 5(b) based on the Company’s actual performance for the year in which Executive is terminated (prorated for the partial year period ending on the Termination Date), payable at the same time when such bonus amount normally would have been paid pursuant to Section 5(b), and (ii) a cash lump sum equal to the sum of this Agreement; (C) all restrictions remaining on any shares of his annual Base Salary and Target Bonus. All stock options, restricted stock and/or other awards held by Executive on the date of termination shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (d) In the event this Agreement that Executive is terminated as by the Company (or its successor) in a Control TerminationTermination as so defined, then (A) the Company will pay the Executive an immediate cash payment equal to two and one half (2.5) times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive within 30 days of the Termination Date the Accrued Amounts. Additionally, following such a termination, Executive all unpaid amounts previously accrued or awarded shall be entitled to receive (i) a bonus pursuant to any other provision Section 5(b) based on the Company’s actual performance during the year in which Executive is terminated (prorated for the partial year period ending on the Termination Date), and (ii) a cash lump sum equal to the sum of this Agreement; (C) all restrictions remaining on any shares of his Target Bonus and one and one-half times his annual Base Salary. All stock options, restricted stock and/or other awards held by Executive upon the occurrence of the Change in Control shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (e) In Notwithstanding anything to the event that contrary, payment of any severance under this Agreement is terminated conditioned upon the execution by Executive of a separation and release agreement in a form acceptable to the Company following Executive’s disabilityand the observation of such waiting or revocation periods, payment shall be made in accordance with Section 7 hereof. (f) In if any, before and after execution of the event that agreement by Executive terminates this Agreementas are required by law, other than such as, for “good reason,” or in the event that this Agreement expires in accordance with its termsexample, the waiting or revocation periods required for a waiver and release to be effective with respect to claims under the Age Discrimination in Employment Act, provided that the Company delivers to Executive shall not be entitled to any additional payment, compensation or accelerated vesting such agreement within seven days of equity grants or options, beyond that which has accrued in the ordinary course upon the date of such his termination.

Payments Following Termination. (a) In the event this Agreement that Executive’s employment is terminated by the Company for “just cause” as so definedJust Cause or if Executive voluntarily resigns, then (Ai) the Company within 10 business days shall pay Executive shall be entitled to receive a cash payment of his Base Salary as provided in Section 5(a) accrued hereof that was earned but unpaid as of the date of termination, plus a pro-rated bonus calculated as a fraction, termination (the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year “Termination Date”) and (and fractions thereof) preceding the date of termination, and the denominator of which is twelve (12); (Bii) no restrictions that remain as bonus for the year of termination will be earned or paid to any shares of Executive. All stock options, restricted stock shall lapse alter and/or other awards held by Executive on the date of termination and Executive shall forfeit any still-restricted shares to be treated in accordance with the Company; and (C) no option previously awarded but not yet vested shall vest after the date of termination, and all previously awarded, vested options shall terminate unless exercised within ninety (90) days of the date of terminationapplicable award agreements. (b) In the event this Agreement Executive’s employment is terminated by the death of Executive, then the Company shall promptly pay Executive’s estate a lump sum payment equal to within 30 days (i) his annual Base Salary as provided in Section 5(a) accrued but unpaid as of the date of death; Accrued Amounts and (ii) a pro-rated bonus calculated as a fractionrata portion of the Target Bonus for the year in which his death occurs. All stock options, the numerator of which is the preceding year’s Bonus multiplied restricted stock and/or other awards held by the number of months in the current calendar year (and fractions thereof) preceding Executive on the date of death, and termination shall be treated in accordance with the denominator of which is twelve (12), (iii) and all other unpaid amounts previously accrued or awarded pursuant to any other provision of this Agreement. In addition, all restrictions remaining on any shares of restricted stock shall lapse and any options to purchase shares referenced in Section 5 shall fully vestapplicable award agreements. (c) In the event this Agreement that Executive is terminated (i) by the Company without “just cause,” Just Cause (and other than a termination due to expiration of the Term, death, disability or (iia Control Termination) or by the Executive with “good reason”With Reason, then (A) the Company will pay the Executive an immediate cash payment equal to two times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive within 30 days of the Termination Date the Accrued Amounts. Additionally, following such a termination, Executive all unpaid amounts previously accrued or awarded shall be entitled to receive (i) a bonus pursuant to any other provision Section 5(b) based on CNO’s actual performance for the year in which Executive is terminated (prorated for the partial year period ending on the Termination Date), payable at the same time when such bonus amount normally would have been paid pursuant to Section 5(b), and (ii) a cash lump sum equal to the sum of this Agreement; (C) all restrictions remaining on any shares of his annual Base Salary and Target Bonus. All stock options, restricted stock and/or other awards held by Executive on the date of termination shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (d) In the event this Agreement that Executive is terminated as by the Company (or its successor) in a Control TerminationTermination as so defined, then (A) the Company will pay the Executive an immediate cash payment equal to two and one half (2.5) times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive within 30 days of the Termination Date the Accrued Amounts. Additionally, following such a termination, Executive all unpaid amounts previously accrued or awarded shall be entitled to receive (i) a bonus pursuant to any other provision Section 5(b) based on CNO’s actual performance for the year during which Executive is terminated (prorated for the partial year period ending on the Termination Date), payable at the same time when such bonus amount would have been paid pursuant to Section 5(b), and (ii) a cash lump sum equal to two times the sum of this Agreement; (CA) all restrictions remaining on any shares of his Target Bonus and (B) his annual Base Salary. All stock options, restricted stock and/or other awards held by Executive upon the occurrence of a Change in Control shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (e) In Notwithstanding anything to the event that contrary, payment of any severance under this Agreement is terminated conditioned upon the execution by Executive of a separation and release agreement in a form acceptable to the Company following Executive’s disabilityand the observation of such waiting or revocation periods, payment shall be made in accordance with Section 7 hereof. (f) In if any, before and after execution of the event that agreement by Executive terminates this Agreementas are required by law, other than such as, for “good reason,” or in the event that this Agreement expires in accordance with its termsexample, the waiting or revocation periods required for a waiver and release to be effective with respect to claims under the Age Discrimination in Employment Act, provided that the Company delivers to Executive shall not be entitled to any additional payment, compensation or accelerated vesting such agreement within seven days of equity grants or options, beyond that which has accrued in the ordinary course upon the date of such terminationTermination Date.

Payments Following Termination. (a) In the event this Agreement that Executive's employment is terminated by the Company for “just cause” Just Cause (as so defineddefined herein), upon non-renewal by the Company or Executive, upon expiration of the Term of this Agreement or Executive voluntarily resigns, then (A) the Company immediately shall pay Executive shall be entitled to receive a cash payment of his Base Salary as provided in Section 5(a) accrued hereof that was earned but unpaid as of the date of termination, plus a pro-rated bonus calculated as a fraction, the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year (and fractions thereof) preceding the date of termination, and the denominator of which is twelve (12); (B) no restrictions that remain as to any shares of . Any options or restricted stock shall lapse alter held by Executive on the date of termination shall vest only through the date of termination according to the normal vesting schedule applicable to such options or restricted stock, and Executive shall forfeit not receive any still-restricted shares to the Company; and (C) no option previously awarded but not yet vested shall vest accelerated or additional vesting of such stock or options on or after the date of termination, and all previously awarded, vested options shall terminate unless exercised within ninety (90) days of the date of terminationsuch date. (b) In the event this Agreement Executive's employment is terminated by the death of Executive, then the Company shall promptly pay Executive’s 's estate a cash lump sum payment equal to of the sum of (i) his annual the remaining payments of Base Salary as provided described in Section 5(a) accrued but unpaid as of that would have been payable to Executive through the date of death; death and (ii) a pro-rated bonus calculated as a fraction, rata portion of the numerator of Target Bonus for the year in which is his death occurs plus the Target Bonus for the preceding year if his death occurs after year’s Bonus multiplied -end but before such bonuses are paid. Any options or restricted stock held by the number of months in the current calendar year (and fractions thereof) preceding Executive on the date of deathtermination shall vest only through the date of termination according to the normal vesting schedule applicable to such options or restricted stock, and the denominator Executive shall not receive any accelerated or additional vesting of which is twelve (12), (iii) and all other unpaid amounts previously accrued such stock or awarded pursuant to any other provision of this Agreement. In addition, all restrictions remaining options on any shares of restricted stock shall lapse and any options to purchase shares referenced in Section 5 shall fully vestor after such date. (c) In the event this Agreement that Executive is terminated (i) by the Company without “just cause,” Just Cause (and other than non-renewal, death, disability or (iia Control Termination) or by the Executive with “good reason”With Reason, then (A) the Company will pay the Executive an immediate cash payment equal to two times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive (i) on a basis consistent with the timing of the Company's normal payroll processing, the remaining payments of Base Salary described in Section 5(a) that would have been payable to Executive all unpaid amounts previously accrued through the date of his termination of employment, (ii) his Base Salary (in the form of salary continuation on a pro-rata basis with or awarded without medical and dental benefits, at the Executive's election and cost) for the 24-month period following his termination of employment and (iii) a cash lump sum equal to a pro-rata portion of the Target Bonus for the year in which the date of termination occurs plus the Target Bonus for the preceding year if termination occurs after year-end but before such bonuses are paid. Salary continuation pursuant to any the preceding sentence will cease if Executive obtains other provision of this Agreement; employment (Cincluding self-employment) all restrictions remaining on any shares of during such 24-month period. Any options or restricted stock held by Executive on the date of termination shall lapse vest only through the date of termination according to the normal vesting schedule applicable to such options or restricted stock, and Executive shall not receive any accelerated or additional vesting of such stock or options to purchase shares referenced in Section 5 shall fully veston or after such date. (d) In the event this Agreement that Executive is terminated as by the Company (or its successor) in a Control TerminationTermination as so defined, then (A) the Company will pay the Executive an immediate cash payment equal to two and one half (2.5) times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive (i) on a basis consistent with the timing of the Company's normal payroll processing, the remaining payments of Base Salary described in Section 5(a) that would have been payable to Executive all unpaid amounts previously accrued through the date of his termination of employment, (ii) his Base Salary and Target Bonus (in the form of salary continuation on a pro-rata basis with or awarded without medical and dental benefits at the cost charged to active employees) for the 24-month period following his termination of employment and (iii) a cash lump sum equal to a pro-rata portion of the Target Bonus for the year in which the date of termination occurs plus the Target Bonus for the preceding year if termination occurs after year-end but before such bonuses are paid. Salary continuation pursuant to the preceding sentence will cease if Executive obtains other employment (including self-employment) during such 24-month period. To the extent that Executive is terminated in a Control Termination that occurs in anticipation of a Change in Control, any other provision of this Agreement; (C) all restrictions remaining on any shares of options or restricted stock shall lapse and any options to purchase shares referenced in Section 5 held by Executive shall fully vest, retroactive to the date of termination, upon the occurrence of the Change in Control. (e) In Notwithstanding anything to the contrary, in the event that this Agreement is terminated by Executive's employment terminates, the Company following shall pay to Executive’s disability, payment shall be made in accordance with Section 7 hereofits standard payroll practice, Executive's accrued vacation. (f) In Notwithstanding anything to the event that Executive terminates this Agreementcontrary, other than for “good reason,” or in the event that payment of severance under this Agreement expires is conditioned upon the execution by Executive of a separation and release agreement in accordance with its termsa form acceptable to the Company and the observation of such waiting or revocation periods, if any, before and after execution of the agreement by Executive as are required by law, such as, for example, the waiting or revocation periods required for a waiver and release to be effective with respect to claims under the Age Discrimination in Employment Act, provided that the Company delivers to Executive shall not be entitled to any additional payment, compensation or accelerated vesting such agreement within seven days of equity grants or options, beyond that which has accrued in the ordinary course upon the date of such his termination.

Payments Following Termination. (a) In the event this Agreement Executive's employment is terminated by the Company for “just cause” as so definedJust Cause, or if Executive voluntarily resigns, then (A) the Company within 10 business days shall pay Executive shall be entitled to receive a cash payment of his Base Salary as provided in Section 5(a) accrued hereof that was earned but unpaid as of the date of termination, plus a pro-rated bonus calculated as a fraction, the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year (and fractions thereof) preceding the date of termination, and the denominator of which is twelve (12); (B) no restrictions that remain as to any shares of . Any options or restricted stock shall lapse alter held by Executive on the date of termination shall vest only through the date of termination according to the normal vesting schedule applicable to such options or restricted stock, and Executive shall forfeit not receive any still-restricted shares to the Company; and (C) no option previously awarded but not yet vested shall vest accelerated or additional vesting of such stock or options on or after the date of termination, and all previously awarded, vested options shall terminate unless exercised within ninety (90) days of the date of terminationsuch date. (b) In the event this Agreement Executive's employment is terminated by the death of Executive, then the Company shall promptly pay Executive’s 's estate within 30 days (i) a lump sum payment equal to (i) his annual of the remaining payments of Base Salary as provided described in Section 5(a) accrued but unpaid as of that would have been payable to Executive through the date of death; death and (ii) a pro-rated bonus calculated as a fraction, rata portion of the numerator of Target Bonus for the year in which is his death occurs plus the Target Bonus for the preceding year if his death occurs after year’s Bonus multiplied -end but before such bonuses are paid. Any options or restricted stock held by the number of months in the current calendar year (and fractions thereof) preceding Executive on the date of deathtermination shall vest only through the date of termination according to the normal vesting schedule applicable to such options or restricted stock, and the denominator Executive shall not receive any accelerated or additional vesting of which is twelve (12), (iii) and all other unpaid amounts previously accrued such stock or awarded pursuant to any other provision of this Agreement. In addition, all restrictions remaining options on any shares of restricted stock shall lapse and any options to purchase shares referenced in Section 5 shall fully vestor after such date. (c) In the event this Agreement that Executive is terminated (i) by the Company without “just cause,” Just Cause (and other than a termination due to expiration of the Term, death, disability or (iia Control Termination) or by the Executive with “good reason”With Reason, then (A) the Company will pay the Executive an immediate cash payment equal to two times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive within 10 business days (i) on a basis consistent with the timing of the Company's normal payroll processing, the remaining payments of Base Salary described in Section 5(a) that would have been payable to Executive all unpaid amounts previously accrued through the date of his termination of employment, (ii) a pro-rata portion of the Target Bonus for the year in which his termination occurs plus the Target Bonus for the preceding year if his termination occurs after year-end but before such bonuses are paid and (iii) twelve (12) months at his Base Salary plus Target Bonus (in the form of salary continuation on a pro-rata basis with or awarded pursuant to any other provision of this Agreement; (C) all restrictions remaining on any shares of without medical and dental benefits, at Executive's election and cost). Any options or restricted stock held by Executive on the date of termination shall lapse vest only through the date of termination according to the normal vesting schedule applicable to such options or restricted stock, and Executive shall not receive any accelerated or additional vesting of such stock or options to purchase shares referenced in Section 5 shall fully veston or after such date. (d) In the event this Agreement that Executive is terminated as by the Company (or its successor) in a Control TerminationTermination as so defined, then (A) the Company will pay the Executive an immediate cash payment equal to two and one half (2.5) times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive within 30 days (i) on a basis consistent with the timing of the Company's normal payroll processing, the remaining payments of Base Salary described in Section 5(a) that would have been payable to Executive all unpaid amounts previously accrued through the date of his termination of employment, (ii) his Target Bonus and two times his Base Salary (in the form of salary continuation on a pro-rata basis with or awarded pursuant without medical and dental benefits at the cost charged to active employees) for the 12-month period following his termination of employment and (iii) a cash lump sum equal to a pro-rata portion of the Target Bonus for the year in which the date of termination occurs plus the Target Bonus for the preceding year if termination occurs after year-end but before such bonuses are paid. To the extent that Executive is terminated in a Control Termination that occurs in anticipation of a Change in Control, any other provision of this Agreement; (C) all restrictions remaining on any shares of options or restricted stock shall lapse and any options to purchase shares referenced in Section 5 held by Executive shall fully vest, retroactive to the date of termination, upon the occurrence of the Change in Control. (e) In Notwithstanding anything to the contrary, in the event that this Agreement is terminated by Executive's employment terminates, the Company following shall pay to Executive’s disability, payment shall be made in accordance with Section 7 hereofits standard payroll practice, Executive's accrued vacation within 30 days. (f) In Notwithstanding anything to the event that Executive terminates this Agreementcontrary, other than for “good reason,” or in the event that payment of any severance under this Agreement expires is conditioned upon the execution by Executive of a separation and release agreement in accordance with its termsa form acceptable to the Company and the observation of such waiting or revocation periods, if any, before and after execution of the agreement by Executive as are required by law, such as, for example, the waiting or revocation periods required for a waiver and release to be effective with respect to claims under the Age Discrimination in Employment Act, provided that the Company delivers to Executive shall not be entitled to any additional payment, compensation or accelerated vesting such agreement within seven days of equity grants or options, beyond that which has accrued in the ordinary course upon the date of such his termination.

Payments Following Termination. (a) In the event this Agreement that Executive’s employment is terminated by the Company for “just cause” as so definedJust Cause or if Executive voluntarily resigns, then (Ai) the Company within 10 business days shall pay Executive shall be entitled to receive a cash payment of his Base Salary as provided in Section 5(a) accrued hereof that was earned but unpaid as of the date of termination, plus a pro-rated bonus calculated as a fraction, termination (the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year “Termination Date”) and (and fractions thereof) preceding the date of termination, and the denominator of which is twelve (12); (Bii) no restrictions that remain as bonus for the year of termination will be earned or paid to any shares of Executive. All stock options, restricted stock shall lapse alter and/or other awards held by Executive on the date of termination and Executive shall forfeit any still-restricted shares to be treated in accordance with the Company; and (C) no option previously awarded but not yet vested shall vest after the date of termination, and all previously awarded, vested options shall terminate unless exercised within ninety (90) days of the date of terminationapplicable award agreements. (b) In the event this Agreement Executive’s employment is terminated by the death of Executive, then the Company shall promptly pay Executive’s estate a lump sum payment equal to within 30 days (i) his annual Base Salary as provided in Section 5(a) accrued but unpaid as of the date of death; Accrued Amounts and (ii) a pro-rated bonus calculated as a fractionrata portion of the Target Bonus for the year in which his death occurs. All stock options, the numerator of which is the preceding year’s Bonus multiplied restricted stock and/or other awards held by the number of months in the current calendar year (and fractions thereof) preceding Executive on the date of death, and termination shall be treated in accordance with the denominator of which is twelve (12), (iii) and all other unpaid amounts previously accrued or awarded pursuant to any other provision of this Agreement. In addition, all restrictions remaining on any shares of restricted stock shall lapse and any options to purchase shares referenced in Section 5 shall fully vestapplicable award agreements. (c) In the event this Agreement that Executive is terminated (i) by the Company without “just cause,” Just Cause (and other than a termination due to expiration of the Term, death, disability or (iia Control Termination) or by the Executive with “good reason”With Reason, then (A) the Company will pay the Executive an immediate cash payment equal to two times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive within 30 days of the Termination Date the Accrued Amounts. Additionally, following such a termination, Executive all unpaid amounts previously accrued or awarded shall be entitled to receive (i) a bonus pursuant to any other provision Section 5(b) based on the Company’s actual performance for the year in which Executive is terminated (prorated for the partial year period ending on the Termination Date), payable at the same time when such bonus amount normally would have been paid pursuant to Section 5(b), and (ii) a cash lump sum equal to the sum of this Agreement; (C) all restrictions remaining on any shares of his annual Base Salary and Target Bonus. All stock options, restricted stock and/or other awards held by Executive on the date of termination shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (d) In the event this Agreement that Executive is terminated as by the Company (or its successor) in a Control TerminationTermination as so defined, then (A) the Company will pay the Executive an immediate cash payment equal to two and one half (2.5) times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive within 30 days of the Termination Date the Accrued Amounts. Additionally, following such a termination, Executive all unpaid amounts previously accrued or awarded shall be entitled to receive (i) a bonus pursuant to any other provision Section 5(b) based on the Company’s actual performance for the year during which Executive is terminated (prorated for the partial year period ending on the Termination Date), payable at the same time when such bonus amount would have been paid pursuant to Section 5(b), and (ii) a cash lump sum equal to two times the sum of this Agreement; (CA) all restrictions remaining on any shares of his Target Bonus and (B) his annual Base Salary. All stock options, restricted stock and/or other awards held by Executive upon the occurrence of a Change in Control shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (e) In Notwithstanding anything to the event that contrary, payment of any severance under this Agreement is terminated conditioned upon the execution by Executive of a separation and release agreement in a form acceptable to the Company following Executive’s disabilityand the observation of such waiting or revocation periods, payment shall be made in accordance with Section 7 hereof. (f) In if any, before and after execution of the event that agreement by Executive terminates this Agreementas are required by law, other than such as, for “good reason,” or in the event that this Agreement expires in accordance with its termsexample, the waiting or revocation periods required for a waiver and release to be effective with respect to claims under the Age Discrimination in Employment Act, provided that the Company delivers to Executive shall not be entitled to any additional payment, compensation or accelerated vesting such agreement within seven days of equity grants or options, beyond that which has accrued in the ordinary course upon the date of such terminationTermination Date.

Payments Following Termination. (a) In the event this Agreement that Executive’s employment is terminated by the Company for “just cause” as so definedJust Cause or if Executive voluntarily resigns (other than With Reason), then (Ai) the Company within 10 business days shall pay Executive shall be entitled to receive a cash payment of his Base Salary as provided in Section 5(a) accrued hereof that was earned but unpaid as of the date of termination, plus a pro-rated bonus calculated as a fraction, the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year termination and (and fractions thereof) preceding the date of termination, and the denominator of which is twelve (12); (Bii) no restrictions that remain as bonus for the year of termination will be earned or paid to any shares of Executive. All options, restricted stock and/or other equity awards held by Executive on the Termination Date shall lapse alter be treated in accordance with the date of termination and Executive shall forfeit any still-restricted shares to the Company; and (C) no option previously awarded but not yet vested shall vest after the date of termination, and all previously awarded, vested options shall terminate unless exercised within ninety (90) days of the date of terminationapplicable award agreements. (b) In the event this Agreement Executive’s employment is terminated by the death of Executive, then the Company shall promptly pay Executive’s estate a lump sum payment equal to within 30 days (i) his annual Base Salary as provided in Section 5(a) accrued but unpaid as of the date of death; Accrued Amounts and (ii) a pro-rated bonus calculated as a fractionrata portion of the Target Bonus for the year in which his death occurs. All options, the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year (and fractions thereof) preceding the date of death, and the denominator of which is twelve (12), (iii) and all other unpaid amounts previously accrued or awarded pursuant to any other provision of this Agreement. In addition, all restrictions remaining on any shares of restricted stock and/or other equity awards held by Executive on the Termination Date shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (c) In the event this Agreement that Executive is terminated (i) by the Company without “just cause,” Just Cause (and other than a termination due to expiration of the Term, death, Disability or a Control Termination), (ii) by reason of the expiration of the Term, or (iii) by Executive with “good reason”With Reason, then (A) the Company will pay the Executive an immediate cash payment equal to two times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive within 30 days of the Termination Date the Accrued Amounts. Additionally, following such a termination, Executive all unpaid amounts previously accrued or awarded shall be entitled to receive (i) a bonus pursuant to any other provision Section 5(b) based on the Company’s actual performance for the year in which Executive is terminated (prorated for the partial year period ending on the Termination Date), payable at the same time when such bonus amount normally would have been paid pursuant to Section 5(b), and (ii) a cash lump sum (payable within 75 days following the Termination Date) equal to the sum of this Agreement; (C) all restrictions remaining on any shares of his annual Base Salary and Target Bonus. All options, restricted stock and/or other equity awards held by Executive on the Termination Date shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (d) In the event this Agreement that Executive is terminated by the Company (or its successor) in a Control Termination as so defined, or if Executive terminates his employment With Reason in a Control Termination, then (A) the Company will pay the Executive an immediate cash payment equal to two and one half (2.5) times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive within 30 days of the Termination Date the Accrued Amounts. Additionally, following such a termination, Executive all unpaid amounts previously accrued or awarded shall be entitled to receive (i) a bonus pursuant to any other provision Section 5(b) based on the Company’s actual performance during the year in which Executive is terminated (prorated for the partial year period ending on the Termination Date), payable at the same time when such bonus would have been paid pursuant to Section 5(b), and (ii) a cash lump sum (payable within 75 days following the Termination Date) equal to two times the sum of this Agreement; (CA) all restrictions remaining on any shares of his Target Bonus and (B) his annual Base Salary. All options, restricted stock and/or other equity awards held by Executive upon the occurrence of the Change in Control shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (e) Notwithstanding anything to the contrary, payment of any severance under this Agreement is conditioned upon the execution by Executive within 60 days following the Termination Date of a separation and release agreement in a form acceptable to the Company and the observation of such waiting or revocation periods, if any, before and after execution of the agreement by Executive as are required by law, such as, for example, the waiting or revocation periods required for a waiver and release to be effective with respect to claims under the Age Discrimination in Employment Act, provided that the Company delivers to Executive such agreement within seven days of the Termination Date. In the event that this Agreement is terminated by the Company 60-day period following Executive’s disability, payment shall be made in accordance with Section 7 hereof. (f) In the event that Executive terminates this Agreement, other than for “good reason,” or in the event that this Agreement expires in accordance with its termsTermination Date straddles two calendar years, the Executive severance payments described above shall not be entitled paid prior to any additional payment, compensation or accelerated vesting of equity grants or options, beyond that which has accrued in the ordinary course upon the date second of such terminationcalendar years.

Payments Following Termination. (a) In the event this Agreement that Executive’s employment is terminated by the Company for “just cause” as so definedJust Cause or if Executive voluntarily resigns (other than With Reason), then (Ai) the Company within 10 business days shall pay Executive shall be entitled to receive his a cash payment of her Base Salary as provided in Section 5(a) accrued hereof that was earned but unpaid as of the date of termination, plus a pro-rated bonus calculated as a fraction, the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year termination and (and fractions thereof) preceding the date of termination, and the denominator of which is twelve (12); (Bii) no restrictions that remain as bonus for the year of termination will be earned or paid to any shares of Executive. All stock options, restricted stock shall lapse alter and/or other equity awards held by Executive on the date of termination and Executive shall forfeit any still-restricted shares to be treated in accordance with the Company; and (C) no option previously awarded but not yet vested shall vest after the date of termination, and all previously awarded, vested options shall terminate unless exercised within ninety (90) days of the date of terminationapplicable award agreements. (b) In the event this Agreement Executive’s employment is terminated by the death of Executive, then the Company shall promptly pay Executive’s estate a lump sum payment equal to within 30 days (i) his annual Base Salary as provided in Section 5(a) accrued but unpaid as of the date of death; Accrued Amounts and (ii) a pro-rated bonus calculated as a fractionrata portion of the Target Bonus for the year in which her death occurs. All stock options, the numerator of which is the preceding year’s Bonus multiplied restricted stock and/or other equity awards held by the number of months in the current calendar year (and fractions thereof) preceding Executive on the date of death, and termination shall be treated in accordance with the denominator of which is twelve (12), (iii) and all other unpaid amounts previously accrued or awarded pursuant to any other provision of this Agreement. In addition, all restrictions remaining on any shares of restricted stock shall lapse and any options to purchase shares referenced in Section 5 shall fully vestapplicable award agreements. (c) In the event this Agreement that Executive is terminated (i) by the Company without “just cause,” Just Cause (and other than a termination due to expiration of the Term, death, Disability or a Control Termination) or (ii) by the Executive with “good reason”With Reason, then (A) the Company will pay the Executive an immediate cash payment equal to two times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive within 30 days of the Termination Date the Accrued Amounts. Additionally, following such a termination, Executive all unpaid amounts previously accrued or awarded shall be entitled to receive (i) a bonus pursuant to any other provision Section 5(b) based on CNO’s actual performance for the year in which Executive is terminated (prorated for the partial year period ending on the Termination Date), payable at the same time when such bonus amount normally would have been paid pursuant to Section 5(b), and (ii) a cash lump sum (payable within 75 days following the Termination Date) equal to the sum of this Agreement; (C) all restrictions remaining on any shares of her annual Base Salary and Target Bonus. All stock options, restricted stock and/or other equity awards held by Executive on the date of termination shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (d) In the event this Agreement that Executive is terminated by the Company (or its successor) in a Control Termination as so defined, or if Executive terminates her employment With Reason in a Control Termination, then (A) the Company will pay the Executive an immediate cash payment equal to two and one half (2.5) times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive within 30 days of the Termination Date the Accrued Amounts. Additionally, following such a termination, Executive all unpaid amounts previously accrued or awarded shall be entitled to receive (i) a bonus pursuant to any other provision Section 5(b) based on CNO’s actual performance for the year during which Executive is terminated (prorated for the partial year period ending on the Termination Date), payable at the same time as such bonus payment would have been paid pursuant to Section 5(b), and (ii) a cash lump sum (payable within 75 days following the Termination Date) equal to two times the sum of this Agreement; (CA) all restrictions remaining on any shares of her Target Bonus and (B) her annual Base Salary. All stock options, restricted stock and/or other equity awards held by Executive upon the occurrence of a Change in Control shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (e) Notwithstanding anything to the contrary, payment of any severance under this Agreement is conditioned upon the execution by Executive within 60 days following the Termination Date of a separation and release agreement in a form acceptable to the Company and the observation of such waiting or revocation periods, if any, before and after execution of the agreement by Executive as are required by law, such as, for example, the waiting or revocation periods required for a waiver and release to be effective with respect to claims under the Age Discrimination in Employment Act, provided that the Company delivers to Executive such agreement within seven days of the Termination Date. In the event that this Agreement is terminated by the Company 60-day period following Executive’s disability, payment shall be made in accordance with Section 7 hereof. (f) In the event that Executive terminates this Agreement, other than for “good reason,” or in the event that this Agreement expires in accordance with its termsTermination Date straddles two calendar years, the Executive severance payments described above shall not be entitled paid prior to any additional payment, compensation or accelerated vesting of equity grants or options, beyond that which has accrued in the ordinary course upon the date second of such terminationcalendar years.

Payments Following Termination. (a) In the event this Agreement Executive's employment is terminated by the Company for “just cause” Just Cause as so defined, or if Executive resigns (other than where such resignation is for Good Reason), then (A) the Company shall pay Executive shall be entitled a cash payment equal to receive his annual Base Salary as provided in Section 5(a) accrued hereof to the extent earned but unpaid as of the date of termination, plus a pro-rated termination (the "Unpaid Salary"). No bonus calculated as a fraction, the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year (and fractions thereof) preceding the date of termination, and the denominator of which is twelve (12); (B) no restrictions that remain as to any shares of restricted stock shall lapse alter the date of termination and Executive shall forfeit any still-restricted shares to the Company; and (C) no option previously awarded but not yet vested shall vest will be earned or paid after the date of termination. All stock options, and all previously awardedrestricted stock and/or other awards held by Executive shall be treated in accordance with the applicable grant agreements, vested options shall terminate unless exercised within ninety (90) days provided that the unvested portion of the date of terminationstock options, restricted stock and/or other awards shall be immediately forfeited. (b) In the event this Agreement Executive's employment is terminated by the death of Executive, then the Company shall promptly pay Executive’s estate 's estate, as soon as practicable, (i) a cash payment equal to one times Executive's Base Salary described in Section 5(a), (ii) the Unpaid Salary, and (iii) the Unpaid Prior Year's Bonus. All stock options, restricted stock and/or other awards held by Executive shall be treated in accordance with the applicable grant agreements, provided that for purposes of vesting such options, restricted stock and other awards, Executive shall be credited with one additional year of service and provided further that the unvested portion of the Initial Equity Awards shall be immediately forfeited. (c) In the event that Executive is terminated by the Company without Just Cause, or that Executive's employment is terminated by the Executive for Good Reason, other than in a Control Termination, and other than pursuant to Section 7, then the Company shall pay Executive, in a lump sum within 10 business days after the date of termination (i) the Unpaid Salary, (ii) the sum of the Unpaid Prior Year's Bonus plus the Target Bonus (prorated for the partial year period ending on the date of termination), (iii) a cash payment equal to (i) two times his annual Base Salary as provided in Section 5(a) accrued but unpaid as of the date of death; hereof, and (iiiv) a pro-rated bonus calculated as a fraction, the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year (and fractions thereof) preceding the date of death, and the denominator of which is twelve (12), (iii) and all other unpaid amounts previously accrued or awarded pursuant to any other provision of this Agreement. In addition, all restrictions remaining on any shares of restricted stock shall lapse and any options to purchase shares referenced in Section 5 shall fully vest. (c) In the event this Agreement is terminated (i) by the Company without “just cause,” or (ii) by the Executive with “good reason”, then (A) the Company will pay the Executive an immediate cash payment equal to two times Executive’s Base Salary plus Bonus for the applicable year orTarget Bonus. In addition, Executive and his family shall be entitled to continued participation in all medical, health and life insurance plans at the case same benefit level at which he and his family were participating on the date of termination until the Bonusearliest of (A) 24 months after the date of termination, for the immediately prior year; (B) the Company shall pay the date upon which Executive all unpaid amounts previously accrued attains 65 years of age; or awarded pursuant to any other provision of this Agreement; (C) all restrictions remaining the date, or dates, Executive receives substantially similar coverage and benefits under the plans and programs of a subsequent employer (such coverage and benefits to be determined on any shares of a coverage-by-coverage, or benefit-by-benefit, basis). All stock options, restricted stock and/or other awards held by Executive shall lapse be treated in accordance with the applicable grant agreements, provided that Executive shall receive additional vesting credit (but not above 100%) of the Initial Equity Awards as if he had remained employed by the Company until the next succeeding anniversary of the Grant Date, and any that, solely for this purpose, the restricted stock component of the Initial Equity Awards shall be deemed to vest on the same dates as are applicable to the stock option component of that award. Thus, for example, if Executive were terminated by the Company without Just Cause after the first anniversary of the Grant Date, but before the second anniversary thereof, both the stock options to purchase shares referenced in Section 5 shall fully vestand restricted stock comprising the Initial Equity Award would be considered 50% vested for this purpose. (d) In the event this Agreement is terminated as that Executive's employment terminates in a Control Termination, then the Company shall pay Executive, within five business days after the date of termination, (Ai) the Company will pay Unpaid Salary, (ii) the Executive an immediate sum of the Unpaid Prior Year's Bonus and the Target Bonus (prorated for the partial year period ending on the date of his termination of employment), (iii) a cash payment equal to two and one half (2.5) three times Executive’s his annual Base Salary plus Bonus for as provided in Section 5(a) hereof, and (iv) a cash payment equal to three times the applicable year orTarget Bonus. In addition, Executive and his family shall be entitled to continued participation in all medical, health and life insurance plans at the case same benefit level at which he and his family were participating on the date of termination until the Bonusearliest of (A) 36 months after the date of termination, for the immediately prior year; (B) the Company shall pay the date upon which Executive all unpaid amounts previously accrued attains 65 years of age; or awarded pursuant to any other provision of this Agreement; (C) all restrictions remaining the date, or dates, Executive receives substantially similar coverage and benefits under the plans and programs of a subsequent employer (such coverage and benefits to be determined on any shares of a coverage by coverage, or benefit by benefit basis). All stock options, restricted stock and/or other awards held by Executive shall lapse and be treated in accordance with the applicable grant agreements (including the vesting provisions thereof), provided that any options to purchase shares referenced unvested portion of the Initial Equity Awards shall vest upon the later of the date of the Control Termination or the Change in Section 5 Control date. (By way of clarification, should the date of Control Termination precede the Change in Control date, Initial Equity Awards that were unvested on the date of the Control Termination shall become fully vestvested on the Change of Control date.) (e) In Notwithstanding anything herein to the event that this Agreement is terminated by contrary, (i) the Company following Executive’s disability, shall alter the timing of any payment shall be made in accordance due to executive hereunder to the extent required to comply with Section 7 hereof. 409A of the Code (fas defined below), and (ii) In the event that Executive terminates this Agreement, other than for “good reason,” or in the event that this Agreement expires Executive's employment terminates, the Company shall pay to Executive, in accordance with its termsstandard payroll practice, the Executive shall not be entitled to any additional payment, compensation or accelerated vesting of equity grants or options, beyond that which has Executive's accrued in the ordinary course upon the date of such terminationbut unused vacation.

Payments Following Termination. (a) In the event this Agreement that Executive's employment is terminated by the Company for “just cause” as so definedJust Cause or if Executive voluntarily resigns, then (Ai) the Company within 10 business days shall pay Executive shall be entitled to receive a cash payment of his Base Salary as provided in Section 5(a) accrued hereof that was earned but unpaid as of the date of termination, plus a pro-rated bonus calculated as a fraction, termination (the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year “Termination Date”) and (and fractions thereof) preceding the date of termination, and the denominator of which is twelve (12); (Bii) no restrictions that remain as bonus for the year of termination will be earned or paid to any shares of Executive. All stock options, restricted stock shall lapse alter and/or other awards held by Executive on the date of termination and Executive shall forfeit any still-restricted shares to be treated in accordance with the Company; and (C) no option previously awarded but not yet vested shall vest after the date of termination, and all previously awarded, vested options shall terminate unless exercised within ninety (90) days of the date of terminationapplicable award agreements. (b) In the event this Agreement Executive's employment is terminated by the death of Executive, then the Company shall promptly pay Executive’s 's estate a lump sum payment equal to within 30 days (i) his annual Base Salary as provided in Section 5(a) accrued but unpaid as of the date of death; Accrued Amounts and (ii) a pro-rated bonus calculated as a fractionrata portion of the Target Bonus for the year in which his death occurs. All stock options, the numerator of which is the preceding year’s Bonus multiplied restricted stock and/or other awards held by the number of months in the current calendar year (and fractions thereof) preceding Executive on the date of death, and termination shall be treated in accordance with the denominator of which is twelve (12), (iii) and all other unpaid amounts previously accrued or awarded pursuant to any other provision of this Agreement. In addition, all restrictions remaining on any shares of restricted stock shall lapse and any options to purchase shares referenced in Section 5 shall fully vestapplicable award agreements. (c) In the event this Agreement that Executive is terminated (i) by the Company without “just cause,” Just Cause (and other than a termination due to expiration of the Term, death, disability or (iia Control Termination) or by the Executive with “good reason”With Reason, then (A) the Company will pay the Executive an immediate cash payment equal to two times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive within 30 days of the Termination Date the Accrued Amounts. Additionally, following such a termination, Executive all unpaid amounts previously accrued or awarded shall be entitled to receive (i) a bonus pursuant to any other provision Section 5(b) based on the Conseco's actual performance for the year in which Executive is terminated (prorated for the partial year period ending on the Termination Date), payable at the same time when such bonus amount normally would have been paid pursuant to Section 5(b), and (ii) a cash lump sum equal to the sum of this Agreement; (C) all restrictions remaining on any shares of his annual Base Salary and Target Bonus. All stock options, restricted stock and/or other awards held by Executive on the date of termination shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (d) In the event this Agreement that Executive is terminated as by the Company (or its successor) in a Control TerminationTermination as so defined, then (A) the Company will pay the Executive an immediate cash payment equal to two and one half (2.5) times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive within 30 days of the Termination Date the Accrued Amounts. Additionally, following such a termination, Executive all unpaid amounts previously accrued or awarded shall be entitled to receive (i) a bonus pursuant to any other provision Section 5(b) based on the Company's actual performance for the year during which Executive is terminated (prorated for the partial year period ending on the Termination Date), payable at the same time when such bonus amount would have been paid pursuant to Section 5(b), and (ii) a cash lump sum equal to the sum of this Agreement; (CA) all restrictions remaining on any shares of his Target Bonus and (B) one and one-half times his annual Base Salary. All stock options, restricted stock and/or other awards held by Executive upon the occurrence of a Change in Control shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (e) In Notwithstanding anything to the event that contrary, payment of any severance under this Agreement is terminated conditioned upon the execution by Executive of a separation and release agreement in a form acceptable to the Company following Executive’s disabilityand the observation of such waiting or revocation periods, payment shall be made in accordance with Section 7 hereof. (f) In if any, before and after execution of the event that agreement by Executive terminates this Agreementas are required by law, other than such as, for “good reason,” or in the event that this Agreement expires in accordance with its termsexample, the waiting or revocation periods required for a waiver and release to be effective with respect to claims under the Age Discrimination in Employment Act, provided that the Company delivers to Executive shall not be entitled to any additional payment, compensation or accelerated vesting such agreement within seven days of equity grants or options, beyond that which has accrued in the ordinary course upon the date of such terminationTermination Date.

Payments Following Termination. (a) Following termination of this Agreement, whether for any of the reasons specifically set forth above or for any other reason, the Company shall have no obligation to make payments to or bestow benefits upon Iselin after the date of termination except as may be required by law and as follows: i. In the event this Agreement is terminated of termination by the Company pursuant to Section (a)(i) as the result of Iselin's death or permanent disability, payment of the base compensation otherwise payable to Iselin pursuant to Section 4 hereof shall continue to be paid to Iselin or his estate for “just cause” as so defineda period of 90 days following Iselin's death or permanent disability. Such payment shall be in addition to, then and not in lieu of, any payments made pursuant to any Company provided death or disability benefit plans. ii. In the event of termination of this Agreement by the Company following a Change in Control pursuant to Section (Aa)(ii) Executive above, which Change in Control occurs within twenty-four (24) months of the Commencement Date, Iselin shall be entitled to receive his Base Salary as provided in Section 5(afor a period of twelve (12) accrued but unpaid as of months following the effective date of termination, plus a pro-rated bonus calculated as a fraction, though Iselin were continuing to provide services to the numerator of which is Company under this Agreement (i) base compensation as set forth in Section 4 above and (ii) all fringe benefits as described in Section 5(d) above to the preceding year’s Bonus multiplied extent that such benefits can then lawfully be made available by the number Company (or the Company's successor in interest) to Iselin. iii. In the event of months termination of this Agreement by Iselin pursuant to Section (a)(iv) above, or in the current calendar year event of termination of this Agreement by the Company for any reason not specifically set forth above, Iselin shall be entitled to receive for a period of one hundred eighty (and fractions thereof180) preceding days following the effective date of termination, and the denominator of which is twelve (12); (B) no restrictions that remain as though Iselin were continuing to any shares of restricted stock shall lapse alter the date of termination and Executive shall forfeit any still-restricted shares provide services to the Company; Company under this Agreement (i) base compensation as set forth in Section 4 above and (Cii) no all fringe benefits as described in Section 5(d) above to the extent that such benefits can then lawfully be made available by the Company to Iselin. iv. The termination of this Agreement shall not affect the right of Iselin to exercise any stock option previously awarded but not yet or other rights to purchase securities of the Company, which may have vested shall vest after the date of termination, and all previously awarded, vested options shall terminate unless exercised within ninety (90) days of in full prior to the date of termination. (b) In the event this Agreement is terminated by the death of Executive, then the Company shall promptly pay Executive’s estate a lump sum payment equal to (i) his annual Base Salary as provided in Section 5(a) accrued but unpaid as of the date of death; (ii) a pro-rated bonus calculated as a fraction, the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year (and fractions thereof) preceding the date of death, and the denominator of which is twelve (12), (iii) and all other unpaid amounts previously accrued or awarded pursuant to any other provision of this Agreement. In addition, all restrictions remaining on any shares of restricted stock shall lapse and any options to purchase shares referenced in Section 5 shall fully vest. (c) In the event this Agreement is terminated (i) by the Company without “just cause,” or (ii) by the Executive with “good reason”, then (A) the Company will pay the Executive an immediate cash payment equal to two times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay the Executive all unpaid amounts previously accrued or awarded pursuant to any other provision of this Agreement; (C) all restrictions remaining on any shares of restricted stock shall lapse and any options to purchase shares referenced in Section 5 shall fully vest. (d) In the event this Agreement is terminated as a Control Termination, then (A) the Company will pay the Executive an immediate cash payment equal to two and one half (2.5) times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay the Executive all unpaid amounts previously accrued or awarded pursuant to any other provision of this Agreement; (C) all restrictions remaining on any shares of restricted stock shall lapse and any options to purchase shares referenced in Section 5 shall fully vest. (e) In the event that this Agreement is terminated by the Company following Executive’s disability, payment shall be made in accordance with Section 7 hereof. (f) In the event that Executive terminates this Agreement, other than for “good reason,” or in the event that this Agreement expires in accordance with its terms, the Executive shall not be entitled to any additional payment, compensation or accelerated vesting of equity grants or options, beyond that which has accrued in the ordinary course upon the date of such termination.

Payments Following Termination. (a) In the event this Agreement that Executive’s employment is terminated by the Company for “just cause” as so definedJust Cause or if Executive voluntarily resigns, then (Ai) the Company within 10 business days shall pay Executive shall be entitled to receive his a cash payment of her Base Salary as provided in Section 5(a) accrued hereof that was earned but unpaid as of the date of termination, plus a pro-rated bonus calculated as a fraction, termination (the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year “Termination Date”) and (and fractions thereof) preceding the date of termination, and the denominator of which is twelve (12); (Bii) no restrictions that remain as bonus for the year of termination will be earned or paid to any shares of Executive. All stock options, restricted stock and/or other awards held by Executive on the Termination Date shall lapse alter be treated in accordance with the date of termination and Executive shall forfeit any still-restricted shares to the Company; and (C) no option previously awarded but not yet vested shall vest after the date of termination, and all previously awarded, vested options shall terminate unless exercised within ninety (90) days of the date of terminationapplicable award agreements. (b) In the event this Agreement Executive’s employment is terminated by the death of Executive, then the Company shall promptly pay Executive’s estate a lump sum payment equal to within 30 days (i) his annual Base Salary as provided in Section 5(a) accrued but unpaid as of the date of death; Accrued Amounts and (ii) a pro-rated bonus calculated as a fractionrata portion of the Target Bonus for the year in which her death occurs. All stock options, the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year (and fractions thereof) preceding the date of death, and the denominator of which is twelve (12), (iii) and all other unpaid amounts previously accrued or awarded pursuant to any other provision of this Agreement. In addition, all restrictions remaining on any shares of restricted stock and/or other awards held by Executive on the Termination Date shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (c) In the event this Agreement that Executive is terminated (i) by the Company without “just cause,” Just Cause (and other than a termination due to expiration of the Term, death, Disability or (iia Control Termination) or by the Executive with “good reason”With Reason, then (A) the Company will pay the Executive an immediate cash payment equal to two times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive within 30 days of the Termination Date the Accrued Amounts. Additionally, following such a termination, Executive all unpaid amounts previously accrued or awarded shall be entitled to receive (i) a bonus pursuant to any other provision Section 5(b) based on CNO’s actual performance for the year in which Executive is terminated (prorated for the partial year period ending on the Termination Date), payable at the same time when such bonus amount normally would have been paid pursuant to Section 5(b), and (ii) a cash lump sum equal to the sum of this Agreement; (C) all restrictions remaining on any shares of her annual Base Salary and Target Bonus. All stock options, restricted stock and/or other awards held by Executive on the date of termination shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (d) In the event this Agreement that Executive is terminated as by the Company (or its successor) in a Control TerminationTermination as so defined, then (A) the Company will pay the Executive an immediate cash payment equal to two and one half (2.5) times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive within 30 days of the Termination Date the Accrued Amounts. Additionally, following such a termination, Executive all unpaid amounts previously accrued or awarded shall be entitled to receive (i) a bonus pursuant to any other provision Section 5(b) based on CNO’s actual performance for the year during which Executive is terminated (prorated for the partial year period ending on the Termination Date), payable at the same time when such bonus amount would have been paid pursuant to Section 5(b), and (ii) a cash lump sum equal to two times the sum of this Agreement; (CA) all restrictions remaining on any shares of her Target Bonus and (B) her annual Base Salary. All stock options, restricted stock and/or other awards held by Executive upon the occurrence of a Change in Control shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (e) In Notwithstanding anything to the event that contrary, payment of any severance under this Agreement is terminated conditioned upon the execution by Executive of a separation and release agreement in a form acceptable to the Company following Executive’s disabilityand the observation of such waiting or revocation periods, payment shall be made in accordance with Section 7 hereof. (f) In if any, before and after execution of the event that agreement by Executive terminates this Agreementas are required by law, other than such as, for “good reason,” or in the event that this Agreement expires in accordance with its termsexample, the waiting or revocation periods required for a waiver and release to be effective with respect to claims under the Age Discrimination in Employment Act, provided that the Company delivers to Executive shall not be entitled to any additional payment, compensation or accelerated vesting such agreement within seven days of equity grants or options, beyond that which has accrued in the ordinary course upon the date of such terminationTermination Date.

Payments Following Termination. (a) In the event this Agreement that Executive's employment is terminated by the Company for “just cause” as so definedJust Cause or if Executive voluntarily resigns, then (A) the Company within five business days shall pay Executive shall a cash payment equal to his Accrued Amounts. No bonus for the year of termination will be entitled earned or paid to receive his Base Salary as provided in Section 5(a) accrued but unpaid as of the date of terminationExecutive. All stock options, plus a pro-rated bonus calculated as a fraction, the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year (and fractions thereof) preceding the date of termination, and the denominator of which is twelve (12); (B) no restrictions that remain as to any shares of restricted stock shall lapse alter and/or other awards held by Executive on the date of termination and Executive shall forfeit any still-restricted shares to be treated in accordance with the Company; and (C) no option previously awarded but not yet vested shall vest after the date of termination, and all previously awarded, vested options shall terminate unless exercised within ninety (90) days of the date of terminationapplicable award agreements. (b) In the event this Agreement Executive's employment is terminated by the death of Executive, then the Company shall promptly pay Executive’s 's estate a lump sum payment equal to within 30 days (i) his annual Base Salary as provided in Section 5(a) accrued but unpaid as of the date of death; Accrued Amounts and (ii) a pro-rated bonus calculated as a fractionrata portion of the Target Bonus for the year in which his death occurs. All stock options, the numerator of which is the preceding year’s Bonus multiplied restricted stock and/or other awards held by the number of months in the current calendar year (and fractions thereof) preceding Executive on the date of deathtermination shall be treated in accordance with the applicable award agreements; provided, and however, that if the denominator date of which is twelve (12)Executive's death occurs on or before the second anniversary of the Commencement Date then all unvested options, (iii) and all other unpaid amounts previously accrued or awarded pursuant to any other provision of this Agreement. In addition, all restrictions remaining on any shares of restricted stock and/or other awards shall lapse and any options to purchase shares referenced in Section 5 shall fully vestvest upon such date. (c) In the event this Agreement that Executive is terminated (i) by the Company without “just cause,” Just Cause (and other than a termination due to expiration of the Term, death, disability or a Control Termination) or by Executive With Reason, then the Company shall pay Executive within 10 business days (i) the Accrued Amounts, (ii) by a pro-rata portion of the Executive with “good reason”, then Target Bonus for the year in which his termination occurs and (Aiii) the Company will pay the Executive an immediate a cash payment equal to two times the sum of Executive’s 's Base Salary plus Bonus for and Target Bonus. Executive and his family shall be entitled to continued participation in all medical, health and life insurance plans at the applicable year or, in same benefit level at which he and his family were participating on the case date of termination ("Welfare Benefits") until the Bonus, for earliest of (A) 12 months after the immediately prior yeardate of termination; (B) the Company shall pay the date upon which Executive all unpaid amounts previously accrued attains 65 years of age; or awarded pursuant to any other provision of this Agreement; (C) all restrictions remaining the date or dates Executive receives substantially similar coverage and benefits under the plans and programs of a subsequent employer (such coverage and benefits to be determined on any shares of a coverage-by-coverage, or benefit-by-benefit, basis). All stock options, restricted stock and/or other awards held by Executive on the date of termination shall lapse and any options be treated in accordance with the applicable award agreements; provided, however, that if the date of termination occurs on or before the second anniversary of the Commencement Date then all unvested options, restricted stock and/or other awards shall vest upon such termination. The contribution to purchase shares referenced in be made pursuant to Section 5 5(d) shall fully vestvest upon a termination pursuant to this Section 11(c). (d) In the event this Agreement that Executive is terminated as by the Company (or its successor) in a Control TerminationTermination as so defined, then the Company shall pay Executive within 30 days (i) the Accrued Amounts, (ii) Executive's Target Bonus (prorated for the partial year period ending on the date of his termination of employment and (iii) a payment equal to one and one-half times the sum of his Base Salary and Target Bonus. Executive and his family shall be entitled to continued participation in all Welfare Benefits until the earliest of (A) 18 months after the Company will pay the Executive an immediate cash payment equal to two and one half (2.5) times Executive’s Base Salary plus Bonus for the applicable year or, in the case date of the Bonus, for the immediately prior yeartermination; (B) the Company shall pay the date upon which Executive all unpaid amounts previously accrued attains 65 years of age; or awarded pursuant to any other provision of this Agreement; (C) all restrictions remaining the date or dates Executive receives substantially similar coverage and benefits under the plans of a subsequent employer (such coverage and benefits to be determined on any shares of a coverage-by-coverage, or benefit-by benefit, basis). All stock options, restricted stock and/or other awards held by Executive shall lapse be treated in accordance with the applicable award agreements; provided, however that (x) the awards contemplated by Sections 5 (c), (d) and any options to purchase shares referenced in Section 5 (e) shall fully vestvest upon a qualifying termination and (y) if the date of termination occurs on or before the second anniversary of the Commencement Date, then all other invested options, restricted stock and/or other awards shall vest upon such termination. (e) In Notwithstanding anything to the event that this Agreement is terminated by contrary, the Company following Executive’s disability, may delay or modify any payment shall be made in accordance due to Executive hereunder to the minimum extent necessary to avoid the imposition of a 20% penalty tax and interest relating to a failure to comply with Section 7 hereof409A of the Internal Revenue Code of 1986, as amended from time to time. (f) In Notwithstanding anything to the event that contrary, payment of any severance under this Agreement is conditioned upon the execution by Executive terminates this Agreement, other than for “good reason,” or of a separation and release agreement substantially in the event that this Agreement expires in accordance form attached hereto as Exhibit A (with its terms, such changes as may be acceptable to the Executive shall not be entitled Company and appropriate to any additional payment, compensation or accelerated vesting of equity grants or options, beyond that which has accrued reflect changes in the ordinary course upon law or practice after the date of this Agreement) and the observation of such waiting or revocation periods, if any, before and after execution of the agreement by Executive as are required by law, such as, for example, the waiting or revocation periods required for a waiver and release to be effective with respect to claims under the Age Discrimination in Employment Act, provided that the Company delivers to Executive such agreement within seven days of the date of his termination.

Payments Following Termination. (a) In the event this Agreement that Executive’s employment is terminated by the Company for “just cause” as so definedJust Cause or if Executive voluntarily resigns, then (Ai) the Company within 10 business days shall pay Executive shall be entitled to receive his a cash payment of her Base Salary as provided in Section 5(a) accrued hereof that was earned but unpaid as of the date of termination, plus a pro-rated bonus calculated as a fraction, termination (the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year “Termination Date”) and (and fractions thereof) preceding the date of termination, and the denominator of which is twelve (12); (Bii) no restrictions that remain as bonus for the year of termination will be earned or paid to any shares of Executive. All stock options, restricted stock and/or other awards held by Executive on the Termination Date shall lapse alter be treated in accordance with the date of termination and Executive shall forfeit any still-restricted shares to the Company; and (C) no option previously awarded but not yet vested shall vest after the date of termination, and all previously awarded, vested options shall terminate unless exercised within ninety (90) days of the date of terminationapplicable award agreements. (b) In the event this Agreement Executive’s employment is terminated by the death of Executive, then the Company shall promptly pay Executive’s estate a lump sum payment equal to within 30 days (i) his annual Base Salary as provided in Section 5(a) accrued but unpaid as of the date of death; Accrued Amounts and (ii) a pro-rated bonus calculated as a fractionrata portion of the Target Bonus for the year in which her death occurs. All stock options, the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year (and fractions thereof) preceding the date of death, and the denominator of which is twelve (12), (iii) and all other unpaid amounts previously accrued or awarded pursuant to any other provision of this Agreement. In addition, all restrictions remaining on any shares of restricted stock and/or other awards held by Executive on the Termination Date shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (c) In the event this Agreement that Executive is terminated (i) by the Company without “just cause,” Just Cause (and other than a termination due to expiration of the Term, death, Disability or (iia Control Termination) or by the Executive with “good reason”With Reason, then (A) the Company will pay the Executive an immediate cash payment equal to two times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive within 30 days of the Termination Date the Accrued Amounts. Additionally, following such a termination, Executive all unpaid amounts previously accrued or awarded shall be entitled to receive (i) a bonus pursuant to any other provision Section 5(b) based on the Conseco’s actual performance for the year in which Executive is terminated (prorated for the partial year period ending on the Termination Date), payable at the same time when such bonus amount normally would have been paid pursuant to Section 5(b), and (ii) a cash lump sum equal to the sum of this Agreement; (C) all restrictions remaining on any shares of her annual Base Salary and Target Bonus. All stock options, restricted stock and/or other awards held by Executive on the date of termination shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (d) In the event this Agreement that Executive is terminated as by the Company (or its successor) in a Control TerminationTermination as so defined, then (A) the Company will pay the Executive an immediate cash payment equal to two and one half (2.5) times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive within 30 days of the Termination Date the Accrued Amounts. Additionally, following such a termination, Executive all unpaid amounts previously accrued or awarded shall be entitled to receive (i) a bonus pursuant to any other provision Section 5(b) based on the Company’s actual performance for the year during which Executive is terminated (prorated for the partial year period ending on the Termination Date), payable at the same time when such bonus amount would have been paid pursuant to Section 5(b), and (ii) a cash lump sum equal to the sum of this Agreement; (CA) all restrictions remaining on any shares of her Target Bonus and (B) one and one-half times her annual Base Salary. All stock options, restricted stock and/or other awards held by Executive upon the occurrence of a Change in Control shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (e) In Notwithstanding anything to the event that contrary, payment of any severance under this Agreement is terminated conditioned upon the execution by Executive of a separation and release agreement in a form acceptable to the Company following Executive’s disabilityand the observation of such waiting or revocation periods, payment shall be made in accordance with Section 7 hereof. (f) In if any, before and after execution of the event that agreement by Executive terminates this Agreementas are required by law, other than such as, for “good reason,” or in the event that this Agreement expires in accordance with its termsexample, the waiting or revocation periods required for a waiver and release to be effective with respect to claims under the Age Discrimination in Employment Act, provided that the Company delivers to Executive shall not be entitled to any additional payment, compensation or accelerated vesting such agreement within seven days of equity grants or options, beyond that which has accrued in the ordinary course upon the date of such terminationTermination Date.

Payments Following Termination. (a) In the event this Agreement that Executive’s employment is terminated by the Company for “just cause” as so definedJust Cause or if Executive voluntarily resigns, then (Ai) the Company within 10 business days shall pay Executive shall be entitled to receive a cash payment of his Base Salary as provided in Section 5(a) accrued hereof that was earned but unpaid as of the date of termination, plus a pro-rated bonus calculated as a fraction, termination (the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year “Termination Date”) and (and fractions thereof) preceding the date of termination, and the denominator of which is twelve (12); (Bii) no restrictions that remain as bonus for the year of termination will be earned or paid to any shares of Executive. All stock options, restricted stock and/or other awards held by Executive on the Termination Date shall lapse alter be treated in accordance with the date of termination and Executive shall forfeit any still-restricted shares to the Company; and (C) no option previously awarded but not yet vested shall vest after the date of termination, and all previously awarded, vested options shall terminate unless exercised within ninety (90) days of the date of terminationapplicable award agreements. (b) In the event this Agreement Executive’s employment is terminated by the death of Executive, then the Company shall promptly pay Executive’s estate a lump sum payment equal to within 30 days (i) his annual Base Salary as provided in Section 5(a) accrued but unpaid as of the date of death; Accrued Amounts and (ii) a pro-rated bonus calculated as a fractionrata portion of the Target Bonus for the year in which his death occurs. All stock options, the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year (and fractions thereof) preceding the date of death, and the denominator of which is twelve (12), (iii) and all other unpaid amounts previously accrued or awarded pursuant to any other provision of this Agreement. In addition, all restrictions remaining on any shares of restricted stock and/or other awards held by Executive on the Termination Date shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (c) In the event this Agreement that Executive is terminated (i) by the Company without “just cause,” Just Cause (and other than a termination due to expiration of the Term, death, Disability or a Control Termination) or by Executive With Reason, then the Company shall pay Executive within 30 days of the Termination Date (i) the Accrued Amounts and (ii) by a cash lump sum equal to the sum of his annual Base Salary and Target Bonus. Additionally, following such a termination, Executive with shall be entitled to receive a bonus pursuant to Section 5(b) based on the Company’s actual performance for the year in which Executive is terminated (prorated for the partial year period ending on the Termination Date), payable at the same time when such bonus amount normally would have been paid pursuant to Section 5(b). Executive and his family shall be entitled to continued participation in all medical, health and life insurance plans at the same benefit level at which he and his family were participating on the date of termination (“good reasonWelfare Benefits”, then ) until the earliest of (A) 12 months after the Company will pay the Executive an immediate cash payment equal to two times Executive’s Base Salary plus Bonus for the applicable year or, in the case date of the Bonus, for the immediately prior yeartermination; (B) the Company shall pay the date upon which Executive all unpaid amounts previously accrued attains 65 years of age; or awarded pursuant to any other provision of this Agreement; (C) all restrictions remaining the date or dates Executive receives substantially similar coverage and benefits under the plans and programs of a subsequent employer (such coverage and benefits to be determined on any shares of a coverage-by-coverage, or benefit-by-benefit, basis). All stock options, restricted stock and/or other awards held by Executive on the Termination Date shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (d) In the event this Agreement that Executive is terminated as by the Company (or its successor) in a Control TerminationTermination as so defined, then the Company shall pay Executive within 30 days of the Termination Date (i) the Accrued Amounts and (ii) a cash lump sum equal to three times the sum of (A) his Target Bonus and (B) his annual Base Salary. Additionally, following such a termination, Executive shall be entitled to receive (i) a bonus pursuant to Section 5(b) based on the Company will pay Company’s actual performance during the year in which Executive an immediate cash payment equal to two and one half is terminated (2.5) times Executive’s Base Salary plus Bonus prorated for the applicable partial year or, period ending on the Termination Date). Executive and his family shall be entitled to continued participation in all Welfare Benefits until the case earliest of (A) 24 months after the Bonus, for the immediately prior yeardate of termination; (B) the Company shall pay the date upon which Executive all unpaid amounts previously accrued attains 65 years of age; or awarded pursuant to any other provision of this Agreement; (C) all restrictions remaining the date or dates Executive receives substantially similar coverage and benefits under the plans of a subsequent employer (such coverage and benefits to be determined on any shares of a coverage-by-coverage, or benefit-by benefit, basis). All stock options, restricted stock and/or other awards held by Executive upon the occurrence of the Change in Control shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (e) In Notwithstanding anything to the event that contrary, payment of any severance under this Agreement is terminated conditioned upon the execution by Executive of a separation and release agreement in a form acceptable to the Company following Executive’s disabilityand the observation of such waiting or revocation periods, payment shall be made in accordance with Section 7 hereof. (f) In if any, before and after execution of the event that agreement by Executive terminates this Agreementas are required by law, other than such as, for “good reason,” or in the event that this Agreement expires in accordance with its termsexample, the waiting or revocation periods required for a waiver and release to be effective with respect to claims under the Age Discrimination in Employment Act, provided that the Company delivers to Executive shall not be entitled to any additional payment, compensation or accelerated vesting such agreement within seven days of equity grants or options, beyond that which has accrued in the ordinary course upon the date of such terminationTermination Date.

Payments Following Termination. (a) In the event this Agreement that Executive's employment is terminated by the Company for “just cause” as so definedJust Cause or if Executive voluntarily resigns, then (Ai) the Company within 10 business days shall pay Executive shall be entitled to receive his a cash payment of her Base Salary as provided in Section 5(a) accrued hereof that was earned but unpaid as of the date of termination, plus a pro-rated bonus calculated as a fraction, termination (the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year "Termination Date") and (and fractions thereof) preceding the date of termination, and the denominator of which is twelve (12); (Bii) no restrictions that remain as bonus for the year of termination will be earned or paid to any shares of Executive. All stock options, restricted stock and/or other awards held by Executive on the Termination Date shall lapse alter be treated in accordance with the date of termination and Executive shall forfeit any still-restricted shares to the Company; and (C) no option previously awarded but not yet vested shall vest after the date of termination, and all previously awarded, vested options shall terminate unless exercised within ninety (90) days of the date of terminationapplicable award agreements. (b) In the event this Agreement Executive's employment is terminated by the death of Executive, then the Company shall promptly pay Executive’s 's estate a lump sum payment equal to within 30 days (i) his annual Base Salary as provided in Section 5(a) accrued but unpaid as of the date of death; Accrued Amounts and (ii) a pro-rated bonus calculated as a fractionrata portion of the Target Bonus for the year in which her death occurs. All stock options, the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year (and fractions thereof) preceding the date of death, and the denominator of which is twelve (12), (iii) and all other unpaid amounts previously accrued or awarded pursuant to any other provision of this Agreement. In addition, all restrictions remaining on any shares of restricted stock and/or other awards held by Executive on the Termination Date shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (c) In the event this Agreement that Executive is terminated (i) by the Company without “just cause,” Just Cause (and other than a termination due to expiration of the Term, death, Disability or (iia Control Termination) or by the Executive with “good reason”With Reason, then (A) the Company will pay the Executive an immediate cash payment equal to two times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive within 30 days of the Termination Date the Accrued Amounts. Additionally, following such a termination, Executive all unpaid amounts previously accrued or awarded shall be entitled to receive (i) a bonus pursuant to any other provision Section 5(b) based on CNO's actual performance for the year in which Executive is terminated (prorated for the partial year period ending on the Termination Date), payable at the same time when such bonus amount normally would have been paid pursuant to Section 5(b), and (ii) a cash lump sum equal to the sum of this Agreement; (C) all restrictions remaining on any shares of her annual Base Salary and Target Bonus. All stock options, restricted stock and/or other awards held by Executive on the date of termination shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (d) In the event this Agreement that Executive is terminated as by the Company (or its successor) in a Control TerminationTermination as so defined, then (A) the Company will pay the Executive an immediate cash payment equal to two and one half (2.5) times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive within 30 days of the Termination Date the Accrued Amounts. Additionally, following such a termination, Executive all unpaid amounts previously accrued or awarded shall be entitled to receive (i) a bonus pursuant to any other provision Section 5(b) based on CNO's actual performance for the year during which Executive is terminated (prorated for the partial year period ending on the Termination Date), payable at the same time when such bonus amount would have been paid pursuant to Section 5(b), and (ii) a cash lump sum equal to the sum of this Agreement; (CA) all restrictions remaining on any shares of her Target Bonus and (B) one and one-half times her annual Base Salary. All stock options, restricted stock and/or other awards held by Executive upon the occurrence of a Change in Control shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (e) In Notwithstanding anything to the event that contrary, payment of any severance under this Agreement is terminated conditioned upon the execution by Executive of a separation and release agreement in a form acceptable to the Company following Executive’s disabilityand the observation of such waiting or revocation periods, payment shall be made in accordance with Section 7 hereof. (f) In if any, before and after execution of the event that agreement by Executive terminates this Agreementas are required by law, other than such as, for “good reason,” or in the event that this Agreement expires in accordance with its termsexample, the waiting or revocation periods required for a waiver and release to be effective with respect to claims under the Age Discrimination in Employment Act, provided that the Company delivers to Executive shall not be entitled to any additional payment, compensation or accelerated vesting such agreement within seven days of equity grants or options, beyond that which has accrued in the ordinary course upon the date of such terminationTermination Date.

Payments Following Termination. (a) In the event this Agreement that Executive's employment is terminated by the Company for “just cause” Just Cause (as so defineddefined herein), upon expiration of the Term of this Agreement or Executive voluntarily resigns, then (A) the Company immediately shall pay Executive shall be entitled to receive a cash payment of his Base Salary as provided in Section 5(a) accrued hereof that was earned but unpaid as of the date of termination, plus a pro-rated bonus calculated as a fraction, the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year (and fractions thereof) preceding the date of termination, and the denominator of which is twelve (12); (B) no restrictions that remain as to any shares of . Any options or restricted stock shall lapse alter held by Executive on the date of termination shall vest only through the date of termination according to the normal vesting schedule applicable to such options or restricted stock, and Executive shall forfeit not receive any still-restricted shares to the Company; and (C) no option previously awarded but not yet vested shall vest accelerated or additional vesting of such stock or options on or after the date of termination, and all previously awarded, vested options shall terminate unless exercised within ninety (90) days of the date of terminationsuch date. (b) In the event this Agreement Executive's employment is terminated by the death of Executive, then the Company shall promptly pay Executive’s 's estate a cash lump sum payment equal to of the sum of (i) his annual the remaining payments of Base Salary as provided described in Section 5(a) accrued but unpaid as of that would have been payable to Executive through the date of death; , (ii) a pro-rated bonus calculated as a fraction, rata portion of the numerator of Target Bonus for the year in which is his death occurs plus the Target Bonus for the preceding year if his death occurs after year’s Bonus multiplied -end but before such bonuses are paid and (iii) the bonus payable pursuant to Section 5(d) hereof (to the extent not already paid). Any options or restricted stock held by the number of months in the current calendar year (and fractions thereof) preceding Executive on the date of deathtermination shall vest only through the date of termination according to the normal vesting schedule applicable to such options or restricted stock, and Executive shall not receive any accelerated or additional vesting of such stock or options on or after such date expiration of the denominator of which is twelve (12), (iii) and all other unpaid amounts previously accrued or awarded pursuant to any other provision of this Agreement. In addition, all restrictions remaining on any shares of restricted stock shall lapse and any options to purchase shares referenced in Section 5 shall fully vestTerm. (c) In the event this Agreement that Executive is terminated (i) by the Company without “just cause,” Just Cause (and other than expiration of the Term, death, disability or (iia Control Termination) or by the Executive with “good reason”With Reason, then (A) the Company will pay the Executive an immediate cash payment equal to two times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive (i) on a basis consistent with the timing of the Company's normal payroll processing, the remaining payments of Base Salary described in Section 5(a) that would have been payable to Executive all unpaid amounts previously accrued through the date of his termination of employment, (ii) his Base Salary (in the form of salary continuation on a pro-rata basis with or awarded without medical and dental benefits, at the Executive's election and cost) for the 12-month period following his termination of employment, (iii) a cash lump sum equal to a pro-rata portion of the Target Bonus for the year in which the date of termination occurs plus the Target Bonus for the preceding year if termination occurs after year-end but before such bonuses are paid and (iv) the bonus payable pursuant to any other provision of this Agreement; Section 5(d) hereof (C) all restrictions remaining on any shares of to the extent not already paid). Any options or restricted stock held by Executive on the date of termination shall lapse vest only through the date of termination according to the normal vesting schedule applicable to such options or restricted stock, and Executive shall not receive any accelerated or additional vesting of such stock or options to purchase shares referenced in Section 5 shall fully veston or after such date. (d) In the event this Agreement that Executive is terminated as by the Company (or its successor) in a Control TerminationTermination as so defined, then (A) the Company will pay the Executive an immediate cash payment equal to two and one half (2.5) times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive (i) on a basis consistent with the timing of the Company's normal payroll processing, the remaining payments of Base Salary described in Section 5(a) that would have been payable to Executive all unpaid amounts previously accrued through the date of his termination of employment, (ii) his Base Salary and Target Bonus (in the form of salary continuation on a pro-rata basis with or awarded without medical and dental benefits at the cost charged to active employees) for the 12-month period following his termination of employment, (iii) a cash lump sum equal to a pro-rata portion of the Target Bonus for the year in which the date of termination occurs plus the Target Bonus for the preceding year if termination occurs after year-end but before such bonuses are paid and (iv) the bonus payable pursuant to Section 5(d) hereof (to the extent not already paid). To the extent that Executive is terminated in a Control Termination that occurs in anticipation of a Change in Control, any other provision of this Agreement; (C) all restrictions remaining on any shares of options or restricted stock shall lapse and any options to purchase shares referenced in Section 5 held by Executive shall fully vest, retroactive to the date of termination, upon the occurrence of the Change in Control. (e) In Notwithstanding anything to the contrary, in the event that this Agreement is terminated by Executive's employment terminates, the Company following shall pay to Executive’s disability, payment shall be made in accordance with Section 7 hereofits standard payroll practice, Executive's accrued vacation. (f) In Notwithstanding anything to the event that Executive terminates this Agreementcontrary, other than for “good reason,” or in the event that payment of severance under this Agreement expires is conditioned upon the execution by Executive of a separation and release agreement in accordance with its termsa form acceptable to the Company and the observation of such waiting or revocation periods, if any, before and after execution of the agreement by Executive as are required by law, such as, for example, the waiting or revocation periods required for a waiver and release to be effective with respect to claims under the Age Discrimination in Employment Act, provided that the Company delivers to Executive shall not be entitled to any additional payment, compensation or accelerated vesting such agreement within seven days of equity grants or options, beyond that which has accrued in the ordinary course upon the date of such his termination.

Payments Following Termination. (a) Following termination of this Agreement, whether for any of the reasons specifically set forth above or for any other reason, the Company shall have no obligation to make payments to or bestow benefits upon Shaheen after the date of termination except as may be required by law and as follows, and references under this Agreement to Shaheen’s termination of employment or the termination of this Agreement shall be deemed to refer to the date upon which Shaheen has experienced a “separation from service” within the meaning of Code Section 409A, as defined below: i. In the event this Agreement is terminated of termination by the Company pursuant to Section (a)(i) as the result of Shaheen’s death or permanent disability, payment of the base compensation otherwise payable to Shaheen pursuant to Section 4 hereof shall continue to be paid to Shaheen or his estate for “just cause” as so defineda period of 180 days following Shaheen’s death or permanent disability. Such payment shall be in addition to, then and not in lieu of, any payments made pursuant to any Company provided death or disability benefit plans. ii. In the event of termination of this Agreement by the Company following a Change in Control pursuant to Section (Aa)(ii) Executive above, Shaheen shall be entitled to receive his Base Salary for a period of twelve (12) months following the effective date of termination, as provided though Shaheen were continuing to provide services to the Company under this Agreement (i) base compensation as set forth in Section 5(a4 above and (ii) all fringe benefits as described in Section 5(e) above to the extent that such benefits can then lawfully be made available by the Company (or the Company’s successor in interest) to Shaheen. iii. In the event of termination of this Agreement by the Company for cause pursuant to Section (a)(iii) above, or in the event of termination of this Agreement by Shaheen without cause pursuant to Section a(v) above, the Company shall have no further liability or obligation to Shaheen under this Agreement other than the Company's obligation to pay base compensation as set forth in Section 4 above and fringe benefits as described in Section 5(e) above to the extent that such base compensation and fringe benefits are accrued but unpaid as of the effective date of termination, plus a pro-rated bonus calculated as a fraction, . iv. In the numerator event of which is the preceding year’s Bonus multiplied termination of this Agreement by Shaheen pursuant to Section (a)(iv) above or by the number of months Company without cause pursuant to Section (a)(v) above, or in the current calendar year event of termination of this Agreement by the Company for any reason not specifically set forth above, Shaheen shall be entitled to receive for a period of one hundred eighty (and fractions thereof180) preceding days following the date of termination, and the denominator of which is twelve (12); (B) no restrictions that remain as to any shares of restricted stock shall lapse alter the effective date of termination and Executive shall forfeit any still-restricted shares (i.e. the date upon which Shaheen ceases to provide services as Chief Financial Officer of the Company), as though Shaheen were continuing to provide services to the Company; Company under this Agreement (i) base compensation as set forth in Section 4 above and (Cii) no option previously awarded but all fringe benefits as described in Section 5(e) above to the extent that such benefits can then lawfully be made available by the Company to Shaheen. v. The termination of this Agreement shall not yet affect the right of Shaheen to exercise any stock option, to purchase securities of the Company, or to receive payments under any incentive plans in which Shaheen participates, which rights may have vested shall vest after under the date terms of termination, and all previously awarded, vested options shall terminate unless exercised within ninety (90) days of the applicable equity grant or incentive plan prior to the date of termination. (b) In the event this Agreement is terminated by the death of Executive, then the Company shall promptly pay Executive’s estate a lump sum payment equal to (i) his annual Base Salary as provided in Section 5(a) accrued but unpaid as of the date of death; (ii) a pro-rated bonus calculated as a fraction, the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year (and fractions thereof) preceding the date of death, and the denominator of which is twelve (12), (iii) and all other unpaid amounts previously accrued or awarded pursuant to any other provision of this Agreement. In addition, all restrictions remaining on any shares of restricted stock shall lapse and any options to purchase shares referenced in Section 5 shall fully vest. (c) In the event this Agreement is terminated (i) by the Company without “just cause,” or (ii) by the Executive with “good reason”, then (A) the Company will pay the Executive an immediate cash payment equal to two times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay the Executive all unpaid amounts previously accrued or awarded pursuant to any other provision of this Agreement; (C) all restrictions remaining on any shares of restricted stock shall lapse and any options to purchase shares referenced in Section 5 shall fully vest. (d) In the event this Agreement is terminated as a Control Termination, then (A) the Company will pay the Executive an immediate cash payment equal to two and one half (2.5) times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay the Executive all unpaid amounts previously accrued or awarded pursuant to any other provision of this Agreement; (C) all restrictions remaining on any shares of restricted stock shall lapse and any options to purchase shares referenced in Section 5 shall fully vest. (e) In the event that this Agreement is terminated by the Company following Executive’s disability, payment shall be made in accordance with Section 7 hereof. (f) In the event that Executive terminates this Agreement, other than for “good reason,” or in the event that this Agreement expires in accordance with its terms, the Executive shall not be entitled to any additional payment, compensation or accelerated vesting of equity grants or options, beyond that which has accrued in the ordinary course upon the date of such termination.

Payments Following Termination. (a) In the event this Agreement that Executive's employment is terminated by the Company for “just cause” Just Cause (as so defineddefined herein), upon expiration of the Term of this Agreement or Executive voluntarily resigns, then (A) the Company immediately shall pay Executive shall be entitled to receive a cash payment of his Base Salary as provided in Section 5(a) accrued hereof that was earned but unpaid as of the date of termination, plus a pro-rated bonus calculated as a fraction, the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year (and fractions thereof) preceding the date of termination, and the denominator of which is twelve (12); (B) no restrictions that remain as to any shares of . Any options or unvested restricted stock shall lapse alter held by Executive on the date of termination and Executive for Just Cause shall forfeit any still-restricted shares to the Company; and (C) no option previously awarded but not yet vested shall vest after the date of termination, and all previously awarded, vested options shall terminate unless exercised within ninety (90) days of the date of terminationbe forfeited. (b) In the event this Agreement Executive's employment is terminated by the death of Executive, then the Company shall promptly pay Executive’s 's estate a cash lump sum payment equal to of the sum of (i) his annual the remaining payments of Base Salary as provided described in Section 5(a) accrued but unpaid as of that would have been payable to Executive through the date of death; death and (ii) a pro-rated bonus calculated as a fraction, rata portion of the numerator of Target Bonus for the year in which is his death occurs plus the Target Bonus for the preceding year if his death occurs after year’s Bonus multiplied -end but before such bonuses are paid. Any options or restricted stock held by the number of months in the current calendar year (and fractions thereof) preceding Executive on the date of deathtermination shall vest only through the date of termination according to the normal vesting schedule applicable to such options or restricted stock, and Executive shall not receive any accelerated or additional vesting of such stock or options on or after such date expiration of the denominator of which is twelve (12), (iii) and all other unpaid amounts previously accrued or awarded pursuant to any other provision of this Agreement. In addition, all restrictions remaining on any shares of restricted stock shall lapse and any options to purchase shares referenced in Section 5 shall fully vestTerm. (c) In the event this Agreement that Executive is terminated (i) by the Company without “just cause,” Just Cause (and other than expiration of the Term, death, disability or (iia Control Termination) or by the Executive with “good reason”With Reason, then (A) the Company will pay the Executive an immediate cash payment equal to two times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive (i) on a basis consistent with the timing of the Company's normal payroll processing, the remaining payments of Base Salary described in Section 5(a) that would have been payable to Executive all unpaid amounts previously accrued through the date of his termination of employment, (ii) his Base Salary (in the form of salary continuation on a pro-rata basis with or awarded pursuant without medical and dental benefits, at the Executive's election and cost) for the 12-month period following his termination of employment and (iii) a cash lump sum equal to any other provision a pro-rata portion of this Agreement; (C) all restrictions remaining on any shares the Target Bonus for the year in which the date of termination occurs plus the Target Bonus for the preceding year if termination occurs after year-end but before such bonuses are paid. Any options or restricted stock held by Executive on the date of termination shall lapse vest only through the date of termination according to the normal vesting schedule applicable to such options or restricted stock, and Executive shall not receive any accelerated or additional vesting of such stock or options to purchase shares referenced in Section 5 shall fully veston or after such date. (d) In the event this Agreement that Executive is terminated as by the Company (or its successor) in a Control TerminationTermination as so defined, then (A) the Company will pay the Executive an immediate cash payment equal to two and one half (2.5) times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive (i) on a basis consistent with the timing of the Company's normal payroll processing, the remaining payments of Base Salary described in Section 5(a) that would have been payable to Executive all unpaid amounts previously accrued through the date of his termination of employment, (ii) his Base Salary and Target Bonus (in the form of salary continuation on a pro-rata basis with or awarded pursuant without medical and dental benefits at the cost charged to active employees) for the 12-month period following his termination of employment and (iii) a cash lump sum equal to a pro-rata portion of the Target Bonus for the year in which the date of termination occurs plus the Target Bonus for the preceding year if termination occurs after year-end but before such bonuses are paid. To the extent that Executive is terminated in a Control Termination that occurs in anticipation of a Change in Control, any other provision of this Agreement; (C) all restrictions remaining on any shares of options or restricted stock shall lapse and any options to purchase shares referenced in Section 5 held by Executive shall fully vest, retroactive to the date of termination, upon the occurrence of the Change in Control. (e) In Notwithstanding anything to the contrary, in the event that this Agreement is terminated by Executive's employment terminates, the Company following shall pay to Executive’s disability, payment shall be made in accordance with Section 7 hereofits standard payroll practice, Executive's accrued vacation. (f) In Notwithstanding anything to the event contrary, payment of severance under this Agreement is conditioned upon the execution by Executive of a separation and release agreement in a form acceptable to the Company and the observation of such waiting or revocation periods, if any, before and after execution of the agreement by Executive as are required by law, such as, for example, the waiting or revocation periods required for a waiver and release to be effective with respect to claims under the Age Discrimination in Employment Act, provided that the Company delivers to Executive terminates such agreement within seven days of the date of his termination. (g) Notwithstanding the foregoing timing provisions of Section 11(c) of this Agreement, other than for “good reason,” no payments otherwise due Executive pursuant to Section 11(c) shall be due or in paid to Executive until after the event that this Agreement expires expiration of six months following the date of termination if an earlier obligation or payment would fail to meet or fail to operate in accordance with its termsparagraphs (2), (3) or (4) of Section 409A of the Executive shall not be entitled to any additional payment, compensation or accelerated vesting of equity grants or options, beyond that which has accrued in the ordinary course upon the date of such terminationInternal Revenue Code.

Payments Following Termination. (a) In the event this Agreement that Executive's employment is terminated by the Company for “just cause” as so definedJust Cause or if Executive voluntarily resigns, then (A) the Company within 10 business days shall pay Executive shall be entitled to receive a cash payment of his Base Salary as provided in Section 5(a) accrued hereof that was earned but unpaid as of the date of termination, plus a pro-rated bonus calculated as a fraction, the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year (and fractions thereof) preceding the date of termination, and the denominator of which is twelve (12); (B) no restrictions that remain as to any shares of . Any options or restricted stock shall lapse alter held by Executive on the date of termination shall vest only through the date of termination according to the normal vesting schedule applicable to such options or restricted stock, and Executive shall forfeit not receive any still-restricted shares to the Company; and (C) no option previously awarded but not yet vested shall vest accelerated or additional vesting of such stock or options on or after the date of termination, and all previously awarded, vested options shall terminate unless exercised within ninety (90) days of the date of terminationsuch date. (b) In the event this Agreement Executive's employment is terminated by the death of Executive, then the Company shall promptly pay Executive’s 's estate a lump sum payment equal to within 30 days (i) his annual a cash lump sum of the remaining payments of Base Salary as provided described in Section 5(a) accrued but unpaid as of that would have been payable to Executive through the date of death; , (ii) a pro-rated bonus calculated as a fraction, rata portion of the numerator of Target Bonus for the year in which is his death occurs plus the Target Bonus for the preceding year if his death occurs after year’s Bonus multiplied -end but before such bonuses are paid and (iii) the bonus payable pursuant to Section 5(d) hereof (to the extent not already paid). Any options or restricted stock held by the number of months in the current calendar year (and fractions thereof) preceding Executive on the date of deathtermination shall vest only through the date of termination according to the normal vesting schedule applicable to such options or restricted stock, and the denominator Executive shall not receive any accelerated or additional vesting of which is twelve (12), (iii) and all other unpaid amounts previously accrued such stock or awarded pursuant to any other provision of this Agreement. In addition, all restrictions remaining options on any shares of restricted stock shall lapse and any options to purchase shares referenced in Section 5 shall fully vestor after such date. (c) In the event this Agreement that Executive is terminated (i) by the Company without “just cause,” Just Cause (and other than a termination due to expiration of the Term, death, disability or (iia Control Termination) or by the Executive with “good reason”With Reason, then (A) the Company will pay the Executive an immediate cash payment equal to two times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive within 10 business days (i) on a basis consistent with the timing of the Company's normal payroll processing, the remaining payments of Base Salary described in Section 5(a) that would have been payable to Executive all unpaid amounts previously accrued or awarded through the date of his termination of employment, (ii) the bonus payable pursuant to Section 5(e) hereof (to the extent not already paid) and (iii) the bonus payable pursuant to Section 5(d) hereof (to the extent not already paid). In addition, (i) any other provision of this Agreement; (C) all restrictions remaining on any shares of options or restricted stock granted to Executive in 2005 that would otherwise have vested within 12 months after the date of termination if Executive had remained employed for such period shall lapse also vest as of the date of termination and any options (ii) the restricted stock granted to purchase shares referenced Executive in Section 5 2006 shall fully vestvest as of the date of termination. (d) In the event this Agreement that Executive is terminated as by the Company (or its successor) in a Control TerminationTermination as so defined, then (A) the Company will pay the Executive an immediate cash payment equal to two and one half (2.5) times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive within 30 days (i) on a basis consistent with the timing of the Company's normal payroll processing, the remaining payments of Base Salary described in Section 5(a) that would have been payable to Executive all unpaid amounts previously accrued through the date of his termination of employment, (ii) his Target Bonus and two times his Base Salary (in the form of salary continuation on a pro-rata basis with or awarded without medical and dental benefits at the cost charged to active employees) for the 12-month period following his termination of employment, (iii) a cash lump sum equal to a pro-rata portion of the Target Bonus for the year in which the date of termination occurs plus the Target Bonus for the preceding year if termination occurs after year-end but before such bonuses are paid and (iv) the bonus payable pursuant to Section 5(d) hereof (to the extent not already paid). To the extent that Executive is terminated in a Control Termination that occurs in anticipation of a Change in Control, any other provision of this Agreement; (C) all restrictions remaining on any shares of options or restricted stock shall lapse and any options to purchase shares referenced in Section 5 held by Executive shall fully vest, retroactive to the date of termination, upon the occurrence of the Change in Control. (e) In Notwithstanding anything to the contrary, in the event that this Agreement is terminated by Executive's employment terminates, the Company following shall pay to Executive’s disability, payment shall be made in accordance with Section 7 hereofits standard payroll practice, Executive's accrued vacation. (f) In Notwithstanding anything to the event that Executive terminates this Agreementcontrary, other than for “good reason,” or in the event that payment of any severance under this Agreement expires is conditioned upon the execution by Executive of a separation and release agreement in accordance with its termsa form acceptable to the Company and the observation of such waiting or revocation periods, if any, before and after execution of the agreement by Executive as are required by law, such as, for example, the waiting or revocation periods required for a waiver and release to be effective with respect to claims under the Age Discrimination in Employment Act, provided that the Company delivers to Executive shall not be entitled to any additional payment, compensation or accelerated vesting such agreement within seven days of equity grants or options, beyond that which has accrued in the ordinary course upon the date of such his termination.

Payments Following Termination. (a) In the event this Agreement Executive's employment is terminated by the Company for “just cause” Just Cause as so defined, or if Executive voluntarily resigns, then (A) the Company immediately shall pay Executive shall be entitled to receive a cash payment of his Base Salary as provided in Section 5(a) accrued hereof that was earned but unpaid as of the date of termination, plus a pro-rated bonus calculated as a fraction, the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year (and fractions thereof) preceding the date of termination, and the denominator of which is twelve (12); (B) no restrictions that remain as to any shares of . Any options or restricted stock shall lapse alter held by Executive on the date of termination shall vest only through the date of termination according to the normal vesting schedule applicable to such options or restricted stock, and Executive shall forfeit not receive any still-restricted shares to the Company; and (C) no option previously awarded but not yet vested shall vest accelerated or additional vesting of such stock or options on or after the date of termination, and all previously awarded, vested options shall terminate unless exercised within ninety (90) days of the date of terminationsuch date. (b) In the event this Agreement Executive's employment is terminated by the death of Executive, then the Company shall promptly pay Executive’s 's estate (i) a lump sum payment equal to (i) his annual of the remaining payments of Base Salary as provided described in Section 5(a) accrued but unpaid as of that would have been payable to Executive through the date of death; , (ii) a pro-rated bonus calculated as a fraction, rata portion of the numerator of Target Bonus for the year in which is his death occurs plus the Target Bonus for the preceding year if his death occurs after year’s Bonus multiplied -end but before such bonuses are paid. Except as provided for in equity award agreements granted prior to the Effective Date (as modified by the number of months in the current calendar year (and fractions thereofExecutive's prior employment agreement dated November, 29, 2004) preceding any options or restricted stock held by Executive on the date of death, and termination shall vest only through the denominator date of which is twelve (12), (iii) and all other unpaid amounts previously accrued termination according to the normal vesting schedule applicable to such options or awarded pursuant to any other provision of this Agreement. In addition, all restrictions remaining on any shares of restricted stock shall lapse and any options to purchase shares referenced in Section 5 shall fully veststock. (c) In the event this Agreement that Executive is terminated (i) by the Company without “just cause,” Just Cause (and other than non-renewal, death, disability or (iia Control Termination) or by the Executive with “good reason”With Reason, then (A) the Company will pay the Executive an immediate cash payment equal to two times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive (i) on a basis consistent with the timing of the Company's normal payroll processing, the remaining payments of Base Salary described in Section 5(a) that would have been payable to Executive all unpaid amounts previously accrued through the date of his termination of employment, (ii) a pro-rata portion of the Target Bonus for the year in which his termination occurs plus the Target Bonus for the preceding year if his termination occurs after year-end but before such bonuses are paid, and (iv) twelve (12) months of his Base Salary plus Target Bonus (in the form of salary continuation on a pro-rata basis with or awarded pursuant without medical and dental benefits, at Executive's election and cost). Except as provided for in equity award agreements, granted prior to the Effective Date (as modified by Executive's prior employment agreement dated November, 29, 2004) any other provision of this Agreement; (C) all restrictions remaining on any shares of options or restricted stock held by Executive on the date of termination shall lapse and any vest only through the date of termination according to the normal vesting schedule applicable to such options to purchase shares referenced in Section 5 shall fully vestor restricted stock. (d) In the event this Agreement that Executive is terminated as by the Company (or its successor) in a Control TerminationTermination as so defined, then (A) the Company will pay the Executive an immediate cash payment equal to two and one half (2.5) times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive (i) on a basis consistent with the timing of the Company's normal payroll processing, the remaining payments of Base Salary described in Section 5(a) that would have been payable to Executive all unpaid amounts previously accrued through the date of his termination of employment, (ii) a pro-rata portion of the Target Bonus for the year in which his termination occurs plus the Target Bonus for the preceding year if his termination occurs after year-end but before such bonuses are paid, and (iii) twenty-four (24) months of his Base Salary and Target Bonus (in the form of salary continuation on a pro-rata basis with or awarded pursuant to without medical and dental benefits, at Executive's election and cost). To the extent that Executive is terminated in a Control Termination that occurs in anticipation of a Change in Control, any other provision of this Agreement; (C) all restrictions remaining on any shares of options or restricted stock shall lapse and any options to purchase shares referenced in Section 5 held by Executive shall fully vest, retroactive to the date of termination, upon the occurrence of the Change in Control. (e) In Notwithstanding anything to the contrary, in the event that this Agreement is terminated by Executive's employment terminates, the Company following shall pay to Executive’s disability, payment shall be made in accordance with Section 7 hereofits standard payroll practice, Executive's accrued vacation. (f) In Notwithstanding anything to the event that Executive terminates this Agreementcontrary, other than for “good reason,” payment of any post-termination moneys or in the event that benefits under this Agreement expires is conditioned upon the execution by Executive of a separation and release agreement, in accordance a form that is consistent in all material respects with its termsthe provisions and protections set forth herein and reasonably acceptable to the Company and Executive, and the observation of such waiting or revocation periods, if any, before and after execution of the agreement by Executive as are required by law, such as, for example, the waiting or revocation periods required for a waiver and release to be effective with respect to claims under the Age Discrimination in Employment Act, provided that the Company delivers to Executive shall not be entitled to any additional payment, compensation or accelerated vesting such agreement within seven days of equity grants or options, beyond that which has accrued in the ordinary course upon the date of such his termination.

Payments Following Termination. (a) In the event this Agreement that Executive's employment is terminated by the Company for “just cause” as so definedJust Cause or if Executive voluntarily resigns, then (Ai) the Company within 10 business days shall pay Executive shall be entitled to receive a cash payment of his Base Salary as provided in Section 5(a) accrued hereof that was earned but unpaid as of the date of termination, plus a pro-rated bonus calculated as a fraction, termination (the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year “Termination Date”) and (and fractions thereof) preceding the date of termination, and the denominator of which is twelve (12); (Bii) no restrictions that remain as bonus for the year of termination will be earned or paid to any shares of Executive. All stock options, restricted stock shall lapse alter and/or other awards held by Executive on the date of termination and Executive shall forfeit any still-restricted shares to be treated in accordance with the Company; and (C) no option previously awarded but not yet vested shall vest after the date of termination, and all previously awarded, vested options shall terminate unless exercised within ninety (90) days of the date of terminationapplicable award agreements. (b) In the event this Agreement Executive's employment is terminated by the death of Executive, then the Company shall promptly pay Executive’s 's estate a lump sum payment equal to within 30 days (i) his annual Base Salary as provided in Section 5(a) accrued but unpaid as of the date of death; Accrued Amounts and (ii) a pro-rated bonus calculated as a fractionrata portion of the Target Bonus for the year in which his death occurs. All stock options, the numerator of which is the preceding year’s Bonus multiplied restricted stock and/or other awards held by the number of months in the current calendar year (and fractions thereof) preceding Executive on the date of death, and termination shall be treated in accordance with the denominator of which is twelve (12), (iii) and all other unpaid amounts previously accrued or awarded pursuant to any other provision of this Agreement. In addition, all restrictions remaining on any shares of restricted stock shall lapse and any options to purchase shares referenced in Section 5 shall fully vestapplicable award agreements. (c) In the event this Agreement that Executive is terminated (i) by the Company without “just cause,” Just Cause (and other than a termination due to expiration of the Term, death, disability or (iia Control Termination) or by the Executive with “good reason”With Reason, then (A) the Company will pay the Executive an immediate cash payment equal to two times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive within 30 days of the Termination Date the Accrued Amounts. Additionally, following such a termination, Executive all unpaid amounts previously accrued or awarded shall be entitled to receive (i) a bonus pursuant to any other provision Section 5(b) based on CNO's actual performance for the year in which Executive is terminated (prorated for the partial year period ending on the Termination Date), payable at the same time when such bonus amount normally would have been paid pursuant to Section 5(b), and (ii) a cash lump sum equal to the sum of this Agreement; (C) all restrictions remaining on any shares of his annual Base Salary and Target Bonus. All stock options, restricted stock and/or other awards held by Executive on the date of termination shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (d) In the event this Agreement is terminated as a Control Termination, then (A) the Company will pay the that Executive an immediate cash payment equal to two and one half (2.5) times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay the Executive all unpaid amounts previously accrued or awarded pursuant to any other provision of this Agreement; (C) all restrictions remaining on any shares of restricted stock shall lapse and any options to purchase shares referenced in Section 5 shall fully vest. (e) In the event that this Agreement is terminated by the Company (or its successor) in a Control Termination as so defined, then the Company shall pay Executive within 30 days of the Termination Date the Accrued Amounts. Additionally, following Executive’s disabilitysuch a termination, payment Executive shall be made entitled to receive (i) a bonus pursuant to Section 5(b) based on CNO's actual performance for the year during which Executive is terminated (prorated for the partial year period ending on the Termination Date), payable at the same time when such bonus amount would have been paid pursuant to Section 5(b), and (ii) a cash lump sum equal to the sum of (A) his Target Bonus and (B) one and one-half times his annual Base Salary. All stock options, restricted stock and/or other awards held by Executive upon the occurrence of a Change in Control shall be treated in accordance with Section 7 hereof.the applicable award agreements. #PageNum# (fe) In Notwithstanding anything to the event that Executive terminates this Agreementcontrary, other than for “good reason,” or in the event that payment of any severance under this Agreement expires is conditioned upon the execution by Executive of a separation and release agreement in accordance with its termsa form acceptable to the Company and the observation of such waiting or revocation periods, if any, before and after execution of the agreement by Executive as are required by law, such as, for example, the waiting or revocation periods required for a waiver and release to be effective with respect to claims under the Age Discrimination in Employment Act, provided that the Company delivers to Executive shall not be entitled to any additional payment, compensation or accelerated vesting such agreement within seven days of equity grants or options, beyond that which has accrued in the ordinary course upon the date of such terminationTermination Date.

Payments Following Termination. (a) In the event this Agreement that Executive's employment is terminated by the Company for “just cause” as so definedJust Cause or if Executive voluntarily resigns, then (Ai) the Company within 10 business days shall pay Executive shall be entitled to receive a cash payment of his Base Salary as provided in Section 5(a) accrued hereof that was earned but unpaid as of the date of termination, plus a pro-rated bonus calculated as a fraction, termination (the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year “Termination Date”) and (and fractions thereof) preceding the date of termination, and the denominator of which is twelve (12); (Bii) no restrictions that remain as bonus for the year of termination will be earned or paid to any shares of Executive. All stock options, restricted stock and/or other awards held by Executive on the Termination Date shall lapse alter be treated in accordance with the date of termination and Executive shall forfeit any still-restricted shares to the Company; and (C) no option previously awarded but not yet vested shall vest after the date of termination, and all previously awarded, vested options shall terminate unless exercised within ninety (90) days of the date of terminationapplicable award agreements. (b) In the event this Agreement Executive's employment is terminated by the death of Executive, then the Company shall promptly pay Executive’s 's estate a lump sum payment equal to within 30 days (i) his annual Base Salary as provided in Section 5(a) accrued but unpaid as of the date of death; Accrued Amounts and (ii) a pro-rated bonus calculated as a fractionrata portion of the Target Bonus for the year in which his death occurs. All stock options, the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year (and fractions thereof) preceding the date of death, and the denominator of which is twelve (12), (iii) and all other unpaid amounts previously accrued or awarded pursuant to any other provision of this Agreement. In addition, all restrictions remaining on any shares of restricted stock and/or other awards held by Executive on the Termination Date shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (c) In the event this Agreement that Executive is terminated (i) by the Company without “just cause,” Just Cause (and other than a termination due to expiration of the Term, death, Disability or (iia Control Termination) or by the Executive with “good reason”With Reason, then (A) the Company will pay the Executive an immediate cash payment equal to two times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive within 30 days of the Termination Date the Accrued Amounts. Additionally, following such a termination, Executive all unpaid amounts previously accrued or awarded shall be entitled to receive (i) a bonus pursuant to any other provision Section 5(b) based on the Company's actual performance for the year in which Executive is terminated (prorated for the partial year period ending on the Termination Date), payable at the same time when such bonus amount normally would have been paid pursuant to Section 5(b), and (ii) a cash lump sum equal to the sum of this Agreement; (C) all restrictions remaining on any shares of his annual Base Salary and Target Bonus. All stock options, restricted stock and/or other awards held by Executive on the Termination Date shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (d) In the event this Agreement that Executive is terminated as by the Company (or its successor) in a Control TerminationTermination as so defined, then (A) the Company will pay the Executive an immediate cash payment equal to two and one half (2.5) times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive within 30 days of the Termination Date the Accrued Amounts. Additionally, following such a termination, Executive all unpaid amounts previously accrued or awarded shall be entitled to receive (i) a bonus pursuant to any other provision Section 5(b) based on the Company's actual performance during the year in which Executive is terminated (prorated for the partial year period ending on the Termination Date), payable at the same time when such bonus would have been paid pursuant to Section 5(b), and (ii) a cash lump sum equal to the sum of this Agreement; (CA) all restrictions remaining on any shares of his Target Bonus and (B) one and one-half times his annual Base Salary. All stock options, restricted stock and/or other awards held by Executive upon the occurrence of the Change in Control shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (e) In Notwithstanding anything to the event that contrary, payment of any severance under this Agreement is terminated conditioned upon the execution by Executive of a separation and release agreement in a form acceptable to the Company following Executive’s disabilityand the observation of such waiting or revocation periods, payment shall be made in accordance with Section 7 hereof. (f) In if any, before and after execution of the event that agreement by Executive terminates this Agreementas are required by law, other than such as, for “good reason,” or in the event that this Agreement expires in accordance with its termsexample, the waiting or revocation periods required for a waiver and release to be effective with respect to claims under the Age Discrimination in Employment Act, provided that the Company delivers to Executive shall not be entitled to any additional payment, compensation or accelerated vesting such agreement within seven days of equity grants or options, beyond that which has accrued in the ordinary course upon the date of such terminationTermination Date.

Payments Following Termination. (a) In the event this Agreement that Executive’s employment is terminated by the Company for “just cause” as so definedJust Cause or if Executive voluntarily resigns (other than With Reason), then (Ai) the Company within 10 business days shall pay Executive shall be entitled to receive his a cash payment of her Base Salary as provided in Section 5(a) accrued hereof that was earned but unpaid as of the date of termination, plus a pro-rated bonus calculated as a fraction, the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year Termination Date and (and fractions thereof) preceding the date of termination, and the denominator of which is twelve (12); (Bii) no restrictions that remain as bonus for the year of termination will be earned or paid to any shares of Executive. All stock options, restricted stock and/or other equity awards held by Executive on the Termination Date shall lapse alter be treated in accordance with the date of termination and Executive shall forfeit any still-restricted shares to the Company; and (C) no option previously awarded but not yet vested shall vest after the date of termination, and all previously awarded, vested options shall terminate unless exercised within ninety (90) days of the date of terminationapplicable award agreements. (b) In the event this Agreement Executive’s employment is terminated by the death of Executive, then the Company shall promptly pay Executive’s estate a lump sum payment equal to within 30 days (i) his annual Base Salary as provided in Section 5(a) accrued but unpaid as of the date of death; Accrued Amounts and (ii) a pro-rated bonus calculated as a fractionrata portion of the Target Bonus for the year in which her death occurs. All stock options, the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year (and fractions thereof) preceding the date of death, and the denominator of which is twelve (12), (iii) and all other unpaid amounts previously accrued or awarded pursuant to any other provision of this Agreement. In addition, all restrictions remaining on any shares of restricted stock and/or other equity awards held by Executive on the Termination Date shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (c) In the event this Agreement that Executive is terminated (i) by the Company without “just cause,” Just Cause (and other than a termination due to expiration of the Term, death, Disability or (iia Control Termination) or by the Executive with “good reason”With Reason, then (A) the Company will pay the Executive an immediate cash payment equal to two times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive within 30 days of the Termination Date the Accrued Amounts. Additionally, following such a termination, Executive all unpaid amounts previously accrued or awarded shall be entitled to receive (i) a bonus pursuant to any other provision Section 5(b) based on CNO’s actual performance for the year in which Executive is terminated (prorated for the partial year period ending on the Termination Date), payable at the same time when such bonus amount normally would have been paid pursuant to Section 5(b), and (ii) a cash lump sum (payable within 75 days following the Termination Date) equal to the sum of this Agreement; (C) all restrictions remaining on any shares of her annual Base Salary and Target Bonus. All stock options, restricted stock and/or other equity awards held by Executive on the Termination Date shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (d) In the event this Agreement that Executive is terminated as by the Company (or its successor) in a Control TerminationTermination as so defined, then (A) the Company will pay the Executive an immediate cash payment equal to two and one half (2.5) times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive within 30 days of the Termination Date the Accrued Amounts. Additionally, following such a termination, Executive all unpaid amounts previously accrued or awarded shall be entitled to receive (i) a bonus pursuant to any other provision Section 5(b) based on CNO’s actual performance for the year during which Executive is terminated (prorated for the partial year period ending on the Termination Date), payable at the same time when such bonus amount would have been paid pursuant to Section 5(b), and (ii) a cash lump sum (payable within 75 days following the Termination Date) equal to two times the sum of this Agreement; (CA) all restrictions remaining on any shares of her Target Bonus and (B) her annual Base Salary. All stock options, restricted stock and/or other equity awards held by Executive upon the occurrence of a Change in Control shall lapse and any options to purchase shares referenced be treated in Section 5 shall fully vestaccordance with the applicable award agreements. (e) Notwithstanding anything to the contrary, payment of any severance under this Agreement is conditioned upon the execution by Executive within 60 days following the Termination Date of a separation and release agreement in a form acceptable to the Company and the observation of such waiting or revocation periods, if any, before and after execution of the agreement by Executive as are required by law, such as, for example, the waiting or revocation periods required for a waiver and release to be effective with respect to claims under the Age Discrimination in Employment Act, provided that the Company delivers to Executive such agreement within seven days of the Termination Date. In the event that this Agreement is terminated by the Company 60-day period following Executive’s disability, payment shall be made in accordance with Section 7 hereof. (f) In the event that Executive terminates this Agreement, other than for “good reason,” or in the event that this Agreement expires in accordance with its termsTermination Date straddles two calendar years, the Executive severance payments described above shall not be entitled paid prior to any additional payment, compensation or accelerated vesting of equity grants or options, beyond that which has accrued in the ordinary course upon the date second of such terminationcalendar years.

Payments Following Termination. (a) In the event this Agreement Executive's employment is terminated by the Company for “just cause” Just Cause as so defined, upon non-renewal by the Company or Executive or if Executive voluntarily resigns, then (A) the Company immediately shall pay Executive shall be entitled to receive a cash payment of his Base Salary as provided in Section 5(a) accrued hereof that was earned but unpaid as of the date of termination, plus a pro-rated bonus calculated as a fraction, the numerator of which is the preceding year’s Bonus multiplied by the number of months in the current calendar year (and fractions thereof) preceding the date of termination, and the denominator of which is twelve (12); (B) no restrictions that remain as to any shares of . Any options or restricted stock shall lapse alter held by Executive on the date of termination shall vest only through the date of termination according to the normal vesting schedule applicable to such options or restricted stock, and Executive shall forfeit not receive any still-restricted shares to the Company; and (C) no option previously awarded but not yet vested shall vest accelerated or additional vesting of such stock or options on or after the date of termination, and all previously awarded, vested options shall terminate unless exercised within ninety (90) days of the date of terminationsuch date. (b) In the event this Agreement Executive's employment is terminated by the death of Executive, then the Company shall promptly pay Executive’s 's estate (i) a lump sum payment equal to (i) his annual of the remaining payments of Base Salary as provided described in Section 5(a) accrued but unpaid as of that would have been payable to Executive through the date of death; , (ii) a pro-rated bonus calculated as a fraction, rata portion of the numerator of Target Bonus for the year in which is his death occurs plus the Target Bonus for the preceding year if his death occurs after year’s -end but before such bonuses are paid and (iii) the 2004 Bonus multiplied and the bonus payable pursuant to Section 5(c) (in each case to the extent not already paid). Any options or restricted stock held by the number of months in the current calendar year (and fractions thereof) preceding Executive on the date of deathtermination shall vest only through the date of termination according to the normal vesting schedule applicable to such options or restricted stock, and except that Executive shall receive additional vesting credit with respect to the denominator Initial Option Grant (but not above 100%) as if he had remained employed by the Company until the next succeeding anniversary of which is twelve (12), (iiithe grant date of the Initial Option Grant described in Section 5(d) and all other unpaid amounts previously accrued or awarded pursuant to if Executive is not vested in any other provision portion of this Agreement. In additionthe Initial Restricted Stock Grant, all restrictions remaining on any 25,000 shares of restricted stock shall lapse and any options to purchase shares referenced in Section 5 under the Initial Restricted Stock Grant shall fully vest. (c) In the event this Agreement that Executive is terminated (i) by the Company without “just cause,” Just Cause (and other than non-renewal, death, disability or (iia Control Termination) or by the Executive with “good reason”With Reason, then (A) the Company will pay the Executive an immediate cash payment equal to two times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive (i) on a basis consistent with the timing of the Company's normal payroll processing, the remaining payments of Base Salary described in Section 5(a) that would have been payable to Executive all unpaid amounts previously accrued or awarded through the date of his termination of employment, (ii) a pro-rata portion of the Target Bonus for the year in which his termination occurs plus the Target Bonus for the preceding year if his termination occurs after year-end but before such bonuses are paid, (iii) the 2004 Bonus and the bonus payable pursuant to Section 5(c) (in each case to the extent not already paid), and (iv) twelve (12) months of his Base Salary plus Target Bonus (in the form of salary continuation on a pro-rata basis with or without medical and dental benefits, at Executive's election and cost). Any options or restricted stock held by Executive on the date of termination shall vest only through the date of termination according to the normal vesting schedule applicable to such options or restricted stock, except that Executive shall receive additional vesting credit with respect to the Initial Option Grant (but not above 100%) as if he had remained employed by the Company until the next succeeding anniversary of the grant date of the Initial Option Grant described in Section 5(d) and if Executive is not vested in any other provision portion of this Agreement; (C) all restrictions remaining on any the Initial Restricted Stock Grant, 25,000 shares of restricted stock shall lapse and any options to purchase shares referenced in Section 5 under the Initial Restricted Stock Grant shall fully vest. (d) In the event this Agreement that Executive is terminated as by the Company (or its successor) in a Control TerminationTermination as so defined, then (A) the Company will pay the Executive an immediate cash payment equal to two and one half (2.5) times Executive’s Base Salary plus Bonus for the applicable year or, in the case of the Bonus, for the immediately prior year; (B) the Company shall pay Executive (i) on a basis consistent with the timing of the Company's normal payroll processing, the remaining payments of Base Salary described in Section 5(a) that would have been payable to Executive all unpaid amounts previously accrued or awarded through the date of his termination of employment, (ii) a pro-rata portion of the Target Bonus for the year in which his termination occurs plus the Target Bonus for the preceding year if his termination occurs after year-end but before such bonuses are paid, (iii) the 2004 Bonus and the bonus payable pursuant to Section 5(c) (in each case to the extent not already paid) and (iv) twenty-four (24) months of his Base Salary and Target Bonus (in the form of salary continuation on a pro-rata basis with or without medical and dental benefits, at Executive's election and cost). To the extent that Executive is terminated in a Control Termination that occurs in anticipation of a Change in Control, any other provision of this Agreement; (C) all restrictions remaining on any shares of options or restricted stock shall lapse and any options to purchase shares referenced in Section 5 held by Executive shall fully vest, retroactive to the date of termination, upon the occurrence of the Change in Control. (e) In Notwithstanding anything to the contrary, in the event that this Agreement is terminated by Executive's employment terminates, the Company following shall pay to Executive’s disability, payment shall be made in accordance with Section 7 hereofits standard payroll practice, Executive's accrued vacation. (f) In Notwithstanding anything to the event that Executive terminates this Agreementcontrary, other than for “good reason,” payment of any post-termination moneys or in the event that benefits under this Agreement expires is conditioned upon the execution by Executive of a separation and release agreement, in accordance a form that is consistent in all material respects with its termsthe provisions and protections set forth herein and reasonably acceptable to the Company and Executive, and the observation of such waiting or revocation periods, if any, before and after execution of the agreement by Executive as are required by law, such as, for example, the waiting or revocation periods required for a waiver and release to be effective with respect to claims under the Age Discrimination in Employment Act, provided that the Company delivers to Executive shall not be entitled to any additional payment, compensation or accelerated vesting such agreement within seven days of equity grants or options, beyond that which has accrued in the ordinary course upon the date of such his termination.