Common use of Payments Upon Certain Terminations Clause in Contracts

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's employment by the Company Without Cause or a termination by Executive of his employment for Good Reason during the Employment Period, the Company shall pay to Executive (or, following his death, to Executive's estate) within 30 days of the Date of Termination his (x) full Base Salary through the Date of Termination, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Termination that are subject to reimbursement pursuant to Section 6(b) and (z) payment for vacation time accrued as of the Date of Termination but unused (such amounts under clauses (x), (y) and (z), collectively the "Accrued Obligations"). In addition, in the event of any such termination of Executive's employment, provided Executive executes and delivers to the Company a Release and Discharge of Claims (that shall not impose upon Executive any broader restrictive covenant or post-employment limitation than those contained in this Agreement) in a form acceptable to the Company, Executive (or, following his death, Executive's estate) shall be entitled to the following payments and benefits, as liquidated damages: (A) continued payments of the Base Salary, payable in installments in accordance with the Company's regular payroll policies, for the period beginning on the Date of Termination and ending on the eighteen months anniversary of the Date of Termination (the "Severance Period"); (B) a portion of Executive's Bonus for the fiscal year of the Company that includes the Date of Termination, such portion to equal the product (such product, the "Pro Rata Bonus") of (1) the Bonus that would have been payable to Executive for such year had he remained employed for the entire fiscal year and as though Executive and the Company each achieved (but not exceeded) the target performance objectives for such year established by the Board or a committee thereof, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Termination and the denominator of which is equal to 365, such amount to be payable to Executive within five business days following the date (the "Bonus Payment Date") annual bonuses for such fiscal year are actually paid by the Company to its active executives; (C) payment of an amount equal to 150% of the Average Annual Bonus (as defined below), such amount to be paid in two equal installments, the first such installment to be paid within five business days following the Bonus Payment Date for the fiscal year of the Company that includes the Date of Termination and the second such installment to be paid within five business days following the Bonus Payment Date for the next succeeding fiscal year of the Company; and (D) continued coverage during the Severance Period under the Company's medical and dental insurance plans referred to in Section 5 (the "Continued Benefits") for Executive and his eligible dependents participating in such plans immediately prior to the Date of Termination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by senior executives of the Company under the terms of such plans as in effect from time to time.

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's ’s employment by the Company Without Cause or a termination by Executive of his Executive’s resignation from employment for Good Reason during the Employment Period, the Company shall pay to Executive (or, following his death, to Executive's ’s estate), within thirty (30) within 30 days of the Date of Termination his Termination, (x) full his Base Salary through the Date of Termination, to the extent not previously paid; (y) the pro-rata amount of the Annual Bonus (based on the amount paid for the previous year) which is accrued through the date of termination; and (z) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Termination that are subject to reimbursement pursuant to Section 6(b) the terms hereof, and (z) payment for vacation paid time off accrued as of the Date of Termination but unused (such amounts under clauses (x), (y) and (z), collectively the "“Accrued Obligations"”). In addition, in the event of any such termination of Executive's ’s employment, provided if Executive executes and delivers to the Company a Release and Discharge of All Claims substantially in the form attached hereto (that shall not impose upon Executive any broader restrictive covenant or post-employment limitation than those contained in this Agreement“Release”) in a form acceptable to within thirty (30) days after the CompanyDate of Termination, Executive (or, following his death, Executive's estate) shall be entitled to the following payments and benefitsbenefits (provided, as liquidated damages:however, in the event of Executive’s death following the Date of Termination but prior to delivery of the executed Release, the following payments shall be paid to Executive’s estate, notwithstanding that the Release has not been executed): (A) continued payments of the Executive’s Base Salary (at the Base SalarySalary being paid on the Date of Termination), for the longer of: (x) the remaining Employment Period (assuming Executive’s employment had not terminated) or (y) one (1) year (the “Severance Period”), payable in installments in accordance with the Company's ’s regular payroll policies, policies for the period beginning on one year after the Date of Termination and ending Termination, with the first installment being paid on the eighteen months anniversary of Company’s regular pay date following the day which is thirty (30) days after the Date of Termination (the "Severance Period"“Payment Commencement Date”) (with the first installment being the sum of the Base Salary installments from the Date of Termination through the Payment Commencement Date and with subsequent installments being based on the Base Salary);, and with the balance, if any, being paid pursuant to a lump sum payment on the one year anniversary date of the Date of Termination; and (B) a portion the Executive’s Annual Bonus (at the amount of Executive's the Annual Bonus paid to the Executive for the fiscal year of the Company that includes prior to the Date of Termination, such portion to equal the product (such product, the "Pro Rata Bonus") of (1) the Bonus that which would have been payable paid to the Executive for such year had he remained employed Executive’s employment continued for the entire fiscal year and as though Executive and the Company each achieved (but not exceeded) the target performance objectives Severance Period, duly apportioned for such year established by the Board or a committee thereof, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Termination and the denominator of which is equal to 365any partial year, such amount to be payable to Executive within five business days following on the one year anniversary date of the Date of Termination; and (C) the "Bonus Payment Date"Executive shall automatically vest in all employee welfare and benefit plans in which the Executive was participating as of the Date of Termination and such benefits shall be paid to Executive in accordance with the terms of such plans; and (D) annual bonuses the Company shall provide outplacement services to Executive for such fiscal year are actually paid up to ninety (90) days. (E) The Company and Executive agree that each payment made by the Company to its active executives;Executive pursuant to subsections (A) and (B) of this Section 8(f)(i) shall be deemed to be a separate and distinct payment for purposes of Internal Revenue Code Section 409A and the related regulations, as opposed to an annuity or other collective series of payments. (CF) payment of an amount equal Notwithstanding anything to 150% of the Average Annual Bonus (as defined below)contrary contained herein, such to the extent the aggregate amount to be paid to the Executive pursuant to Subsections (A) and (B) of this Section 8(f)(i) during the six (6) months following the Date of Termination exceeds two (2) times the maximum amount that may be taken into account under a qualified retirement plan pursuant to Section 401(a)(17) of the Internal Revenue Code of 1986, as amended (“Code”), for the calendar year of such Date of Termination (the “401(a)(17) Limit”), then payment of such amount that is in excess of two equal installments, (2) times the first such installment to 401(a)(17) Limit shall not be paid within five business days during the sixth (6) months following the Bonus Payment Date for of Termination but instead shall be paid in a lump sum payment on the next day after the date which is six (6) months following the Date of Termination. Executive shall not have a duty to mitigate the costs to the Company under this Section 8(f)(i), nor shall any payments from the Company to Executive hereunder be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the remainder of the fiscal year of the Company that includes the Date of Termination and by a subsequent employer or other Person (as defined below in Section 18(k) below) for which Executive performs services, including, but not limited to, consulting services. The foregoing shall not relieve Executive of the second non-competition prohibitions provided in Section 10 below. (ii) If Executive’s employment shall terminate upon his death or due to Executive’s Disability or Executive shall resign from his employment without Good Reason, in any such installment case during the Employment Period, the Company shall pay to be paid Executive (or, in the event of Executive’s death, to his estate) the Accrued Obligations within five business thirty (30) days following the Bonus Payment Date for the next succeeding fiscal year of the Company; and (D) continued coverage during the Severance Period under the Company's medical and dental insurance plans referred to in Section 5 (the "Continued Benefits") for Executive and his eligible dependents participating in such plans immediately prior to the Date of Termination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by senior executives of . If the Company shall terminate Executive’s employment for Cause, the Company shall pay Executive the termination benefits, as provided in clauses (x) and (z) of Section 8(f)(i). (iii) Except as specifically set forth in this Section 8(f), no termination benefits shall be payable to or in respect of Executive’s employment with the Company or its Affiliates. (iv) The Company shall have the right to apply and set off against the Accrued Obligations or any other amounts owing to Executive hereunder, any amounts owing by the Executive to the Company, whether pursuant to this Agreement or otherwise. Notwithstanding the foregoing, such set off shall not accelerate the time or schedule of a payment of Deferred Compensation except as permitted under the terms of such plans as in effect from time to timeTreasury Regulation Section 1.409A-3(j)(4)(xiii).

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's employment by the Company Without Cause or a termination by Executive of his Executive's resignation from employment for Good Reason during the Employment Period, the Company shall pay to Executive (or, following his death, to Executive's estate), within thirty (30) within 30 days of the Date of Termination his Termination, (x) full his Base Salary through the Date of Termination, to the extent not previously paid; (y) the pro-rata amount of the Annual Bonus (based on the amount paid for the previous year) which is accrued through the date of termination; and (z) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Termination that are subject to reimbursement pursuant to Section 6(b) the terms hereof, and (z) payment for vacation paid time off accrued as of the Date of Termination but unused (such amounts under clauses (x), (y) and (z), collectively the "Accrued Obligations"). In addition, in the event of any such termination of Executive's employment, provided if Executive executes and delivers to the Company a Release and Discharge of All Claims (that shall not impose upon Executive any broader restrictive covenant or post-employment limitation than those contained substantially in this Agreement) in a the form acceptable to approved by the Company, Executive (or, following his death, Executive's estate) shall be entitled to the following payments and benefits, as liquidated damages: (A) continued payments of the Executive's Base Salary (at the Base SalarySalary being paid on the Date of Termination), for the longer of: (x) the remaining Employment Period or (y) one (1) year (the "Severance Period"), payable in installments in accordance with the Company's regular payroll policies, policies for the period beginning on the Date of Termination and ending on the eighteen months anniversary of the Date of Termination (the "Severance Period"); (B) a portion of Executive's Bonus for the fiscal one year of the Company that includes after the Date of Termination, such portion with the balance, if any, being paid pursuant to equal a lump sum payment on the product one year anniversary date of the Date of Termination; and (such product, the "Pro Rata Bonus") of (1B) the Executive's Annual Bonus that (at the amount of the Annual Bonus paid to the Executive for the year prior to the Date of Termination) which would have been payable paid to the Executive for such year had he remained employed Executive's employment continued for the entire fiscal year and as though Executive and the Company each achieved (but not exceeded) the target performance objectives Severance Period, duly apportioned for such year established by the Board or a committee thereof, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Termination and the denominator of which is equal to 365any partial year, such amount to be payable to Executive within five business days following on the one year anniversary date (of the "Bonus Payment Date") annual bonuses for such fiscal year are actually paid by the Company to its active executives;Date of Termination; and (C) payment the Executive shall receive "Years of an amount equal Service" credit for the number of years comprising the Severance Period for purposes of accruing the Executive's benefit under the Company's Executive Retirement Plan and the Final Average Earnings thereunder for the Severance Period shall be determined based on the Base Salary being paid on the Date of Termination and the Annual Bonus paid to 150% the Executive for the year prior to the Date of Termination; (D) the Executive shall automatically vest in all employee welfare and benefit plans in which the Executive was participating as of the Average Annual Bonus Date of Termination and such benefits shall be paid to Executive in accordance with the terms of such plans; and (as defined belowE) the Company shall provide outplacement services to Executive for up to ninety (90) days. Executive shall not have a duty to mitigate the costs to the Company under this Section 8(f)(i), such amount nor shall any payments from the Company to Executive hereunder be reduced, offset or canceled by any compensation or fees earned by (whether or not paid in two equal installments, currently) or offered to Executive during the first such installment to be paid within five business days following the Bonus Payment Date for remainder of the fiscal year of the Company that includes the Date of Termination and by a subsequent employer or other Person (as defined below in Section 18(k) below) for which Executive performs services, including, but not limited to, consulting services. (ii) If Executive's employment shall terminate upon his death or if the second Company shall terminate Executive's employment for Cause or due to Executive's Disability or Executive shall resign from his employment without Good Reason, in any such installment case during the Employment Period, the Company shall pay to be paid Executive (or, in the event of Executive's death, to his estate) the Accrued Obligations within five business thirty (30) days following the Bonus Payment Date for the next succeeding fiscal year of the Company; and (D) continued coverage during the Severance Period under the Company's medical and dental insurance plans referred to in Section 5 (the "Continued Benefits") for Executive and his eligible dependents participating in such plans immediately prior to the Date of Termination. (iii) Except as specifically set forth in this Section 8(f), subject no termination benefits shall be payable to timely payment by Executive or in respect of all premiums, contributions and other co-payments required to be paid by senior executives of Executive's employment with the Company under or its Affiliates. (iv) The Company shall have the terms of such plans as in effect from time right to timeapply and set off against the Accrued Obligations or any other amounts owing to Executive hereunder, any amounts owing by the Executive to the Company, whether pursuant to this Agreement or otherwise.

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's employment by the Company Without Cause or a termination by Executive of his employment for Good Reason during the Employment Period, the Company shall pay to Executive (or, following his death, to Executive's estate) within 30 days of the Date of Termination his (x) full Base Salary through the Date of Termination, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Termination that are subject to reimbursement pursuant to Section 6(b) and (z) payment for vacation time accrued as of the Date of Termination but unused (such amounts under clauses (x), (y) and (z), collectively the "Accrued Obligations"). In addition, in the event of any such termination of Executive's employment, ; provided Executive executes and delivers to the Company a Release and Discharge of Claims (that shall not impose upon substantially in the form previously provided to Executive any broader restrictive covenant or post-employment limitation than those contained in connection with the execution of this Agreement) in a form acceptable to the Company, Executive (or, following his death, Executive's estate) shall be entitled to the following payments and benefits, as liquidated damages: (A) continued payments of the Base Salary, payable in installments in accordance with the Company's regular payroll policies, for the period beginning on the Date of Termination and ending on the eighteen months month anniversary of the Date of Termination (the "Severance Period"); (B) a portion of Executive's Bonus for the fiscal year of the Company that includes the Date of Termination, such portion to equal the product (such product, the "Pro Rata Bonus") of (1) the Bonus that would have been payable to Executive for such year had he remained employed for the entire fiscal year and as though had Executive and the Company each achieved (but not exceeded) the target performance objectives for such year established by the Board or a committee thereof, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Termination and the denominator of which is equal to 365, such amount to be payable to Executive within five business days following the date (the "Bonus Payment Date") annual bonuses for such fiscal year are actually paid by the Company to its active executives; (C) payment of an amount equal to 150% of the Average Annual Bonus (as defined below), such amount to be paid in two equal installments, the first such installment to be paid ) within five business 10 days following the Bonus Payment Date for the fiscal year of the Company that includes the Date of Termination and the second such installment to be paid within five business days following the Bonus Payment Date for the next succeeding fiscal year of the Company; andTermination; (D) continued coverage during the Severance Period under the Company's medical and dental insurance plans referred to in Section 5 (the "Continued Benefits") for Executive and his eligible dependents participating in such plans immediately prior to the Date of Termination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by active senior executives of the Company under the terms of such plans as in effect from time to time; (E) with respect to any Options and Islands Equity Awards held by Executive immediately prior to the Date of Termination, (1) those Options and Island Equity Awards that have not become vested prior to the Date of Termination and that would, based solely on Executive's continued employment, have become vested during the Severance Period but for Executive's termination of employment, shall continue to vest and become exercisable in accordance with their respective terms during the Severance Period as though Executive had continued to be employed by the Company for such period, (2) all other Options and Island Equity Awards that have not become vested prior to the Date of Termination shall expire on the Date of Termination and (3) to the extent vested, outstanding Options and Island Equity Awards shall be exercisable during the Severance Period and for the period following the expiration of the Severance Period ending on the earlier of (x) the normal expiration date of the applicable Option or Island Equity Award, (y) the 30th day following the expiration of the Severance Period and (z) any later date provided in clause (ii) of Section II(a) of the Letter Agreement with respect to the Island Equity Awards specifically referenced therein; and (F) the Holding Period shall expire solely on the conditions and to the extent provided in Section 4(d) hereof.

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's employment by the Company Employer Without Cause or a termination by Executive of his employment for Good Reason in either such case during the Employment PeriodPeriod (any such termination, the Company a "Qualifying Termination"), Employer shall pay to Executive (or, following his death, to Executive's estatebeneficiaries) within 30 days of the Date of Termination his (x) full Base Salary through the Date of TerminationTermination and, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date as liquidated damages in respect of Termination that are subject to reimbursement pursuant to Section 6(b) claims based on provisions of this Agreement and (z) payment for vacation time accrued as of the Date of Termination but unused (such amounts under clauses (x), (y) and (z), collectively the "Accrued Obligations"). In addition, in the event of any such termination of Executive's employment, provided Executive executes and delivers to a general release of all claims substantially in the Company a Release and Discharge of Claims (that shall not impose upon Executive any broader restrictive covenant or post-employment limitation than those contained in this Agreement) in a form acceptable to the Companyattached hereto as Exhibit D, Executive (or, following his death, Executive's estate) shall be entitled to the following payments and benefits, as liquidated damagesadditional amounts: (A) continued payments of his Base Salary at the Base Salaryrate in effect hereunder immediately prior to the Qualifying Termination, which shall be payable in installments in accordance with the Companyon Employer's regular payroll policiesdates, for the period (such period, the "Severance Period") beginning on the Date of Termination (as defined below) and ending on the eighteen months later of (i) the second anniversary of the Commencement Date and (ii) the second anniversary of the Date of Termination (the "Severance Period");Termination; plus (B) a portion of Executive's if the Company achieves the performance objectives established under the Bonus Plan for the fiscal year of the Company Bonus Year that includes the Date of Termination, an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such portion Bonus Year, equal to equal the product (such product, the "Pro Rata Bonus") of (1) the annual incentive Bonus that would have been payable to Executive for such year Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire fiscal year and as though Executive and the Company each achieved (but not exceeded) the target performance objectives for such year established by the Board or a committee thereofBonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year Bonus Year that precede the Date of Termination and the denominator of which is equal to 365, such amount to be payable to Executive within five business days following the date (the "Bonus Payment Date") annual bonuses for such fiscal year are actually paid by the Company to its active executives;less (C) payment the amount, if any, paid or payable to Executive under the terms of any severance plan, severance policy, severance program or severance practice of Employer or any of its Affiliates applicable to Executive, as in effect on the Date of Termination (a "Severance Program"); provided that Employer may, at any time, pay to Executive, in a single lump sum and in satisfaction of Employer's obligations under clauses (A) and (B) of this Section 7(f)(i), an amount equal to 150% (x) the installments of the Average Annual Bonus Base Salary clause (as defined below)A) above, such amount and the amount, if any, then remaining to be paid in two equal installmentsto Executive pursuant to clause (B) above, without discount for immediate payment, less (y) the first such installment amount, if any, remaining to be paid within five business days following to Executive pursuant to any Severance Program identified under clause (C) above. In addition, in the Bonus Payment Date for the fiscal year event of the Company that includes the Date of Termination and the second such installment to be paid within five business days following the Bonus Payment Date for the next succeeding fiscal year of the Company; and (D) continued coverage a Qualifying Termination, Employer shall, during the Severance Period Period, provide Executive continued coverage under the Company's medical and dental insurance other health plans of Employer referred to in Section 5 (the "Continued Benefits") for in which Executive and his eligible dependents participating in such plans was a participant immediately prior to the Date of Termination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid during such period by senior executives of the Company Employer under the terms of such plans as in effect from time to time. Executive shall not have a duty to mitigate the costs to Employer under this Section 7(f)(i), except that Continued Benefits shall be canceled to the extent of any comparable benefit coverage offered to Executive during the Severance period by a subsequent employer or other Person (as defined below) for which Executive performs services, including but not limited to consulting services. (ii) If Executive's employment shall terminate upon his death or due to his Disability or if Employer shall terminate Executive's employment for Cause or Executive shall terminate his employment without Good Reason during the Employment Period, Employer shall pay Executive (or, in the event of his death, his beneficiaries) his full Base Salary through the Date of Termination or as provided in Section 3 above. In addition, in the case of any such termination due to Executive's death or Disability, if the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date of Termination, Employer shall pay Executive (or his beneficiaries if applicable) an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive Bonus that would have been payable to the Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination (exclusive of any time between the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder and the resulting Date of Termination) and the denominator of which is equal to 365. (iii) Executive shall be entitled to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice of Employer in which Executive was a participant during his employment with Employer in accordance with the terms thereof, provided that (x) Executive shall not be entitled to receive any payments or benefits under any such plan, policy, program or practice providing any bonus or incentive compensation (and the provisions of this Section 7(f) shall supersede the provisions of any such plan, policy, program or practice), and (y) the amount, if any, paid or payable to Executive under the terms of any such plan, policy, program or practice relating to severance shall reduce the amounts payable under Section 7(f)(i) as provided in clause (C) thereof.

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's ’s employment by the Company Without Cause or a termination by Executive of his employment for Good Reason during the Employment Period, the Company shall pay to Executive (or, following his death, to Executive's ’s estate) within 30 days of the Date of Termination his (x) full Base Salary through the Date of Termination, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Termination that are subject to reimbursement pursuant to Section 6(b) and (z) payment for vacation time accrued as of the Date of Termination but unused (such amounts under clauses (x), (y) and (z), collectively the "“Accrued Obligations"”). In addition, in the event of any such termination of Executive's ’s employment, provided Executive executes and delivers to the Company a Release and Discharge of Claims (that shall not impose upon Executive any broader restrictive covenant or post-employment limitation than those contained in this Agreement) in a form acceptable to the Company, Executive (or, following his death, Executive's ’s estate) shall be entitled to the following payments and benefits, as liquidated damages: (A) continued payments of the Base Salary, payable in installments in accordance with the Company's ’s regular payroll policies, for the period beginning on the Date of Termination and ending on the eighteen months anniversary of the Date of Termination (the "“Severance Period"”); (B) a portion of Executive's ’s Bonus for the fiscal year of the Company that includes the Date of Termination, such portion to equal the product (such product, the "“Pro Rata Bonus"”) of (1) the Bonus that would have been payable to Executive for such year had he remained employed for the entire fiscal year and as though Executive and the Company each achieved (but not exceeded) the target performance objectives for such year established by the Board or a committee thereof, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Termination and the denominator of which is equal to 365, such amount to be payable to Executive within five business days following the date (the "“Bonus Payment Date"”) annual bonuses for such fiscal year are actually paid by the Company to its active executives; (C) payment of an amount equal to 150% of the Average Annual Bonus (as defined below), such amount to be paid in two equal installments, the first such installment to be paid within five business days following the Bonus Payment Date for the fiscal year of the Company that includes the Date of Termination and the second such installment to be paid within five business days following the Bonus Payment Date for the next succeeding fiscal year of the Company; and (D) continued coverage during the Severance Period under the Company's ’s medical and dental insurance plans referred to in Section 5 (the "“Continued Benefits"”) for Executive and his eligible dependents participating in such plans immediately prior to the Date of Termination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by senior executives of the Company under the terms of such plans as in effect from time to time.

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's employment by the Company Employer Without Cause or a termination by Executive of his employment for Good Reason in either such case during the Employment PeriodPeriod (any such termination, the Company a "Qualifying Termination"), Employer shall pay to Executive (or, following his death, to Executive's estatebeneficiaries) within 30 days of the Date of Termination his (x) full Base Salary through the Date of TerminationTermination and, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date as liquidated damages in respect of Termination that are subject to reimbursement pursuant to Section 6(b) claims based on provisions of this Agreement and (z) payment for vacation time accrued as of the Date of Termination but unused (such amounts under clauses (x), (y) and (z), collectively the "Accrued Obligations"). In addition, in the event of any such termination of Executive's employment, provided Executive executes and delivers to a general release of all claims substantially in the Company a Release and Discharge of Claims (that shall not impose upon Executive any broader restrictive covenant or post-employment limitation than those contained in this Agreement) in a form acceptable to the Companyattached hereto as Exhibit D, Executive (or, following his death, Executive's estate) shall be entitled to the following payments and benefits, as liquidated damagesadditional amounts: (A) continued payments of his Base Salary at the Base Salaryrate in effect hereunder immediately prior to the Qualifying Termination, which shall be payable in installments in accordance with the Companyon Employer's regular payroll policiesdates, for the period (such period, the "Severance Period") beginning on the Date of Termination (as defined below) and ending on the eighteen months later of (i) the second anniversary of the Commencement Date and (ii) the second anniversary of the Date of Termination (the "Severance Period");Termination; plus (B) a portion of Executive's if the Company achieves the performance objectives established under the Bonus Plan for the fiscal year of the Company Bonus Year that includes the Date of Termination, an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such portion Bonus Year, equal to equal the product (such product, the "Pro Rata Bonus") of (1) the annual incentive Bonus that would have been payable to Executive for such year Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire fiscal year and as though Executive and the Company each achieved (but not exceeded) the target performance objectives for such year established by the Board or a committee thereofBonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year Bonus Year that precede the Date of Termination and the denominator of which is equal to 365, such amount to be payable to Executive within five business days following the date (the "Bonus Payment Date") annual bonuses for such fiscal year are actually paid by the Company to its active executives;less (C) payment the amount, if any, paid or payable to Executive under the terms of any severance plan, severance policy, severance program or severance practice of Employer or any of its Affiliates applicable to Executive, as in effect on the Date of Termination (a "Severance Program"); provided that Employer may, at any time, pay to Executive, in a single lump sum and in satisfaction of Employer's obligations under clauses (A) and (B) of this Section 7(f)(i), an amount equal to 150% (x) the installments of the Average Annual Bonus Base Salary clause (as defined below)A) above, such amount and the amount, if any, then remaining to be paid in two equal installmentsto Executive pursuant to clause (B) above, without discount for immediate payment, less (y) the first such installment amount, if any, remaining to be paid within five business days following to Executive pursuant to any Severance Program identified under clause (C) above. In addition, in the Bonus Payment Date for the fiscal year event of the Company that includes the Date of Termination and the second such installment to be paid within five business days following the Bonus Payment Date for the next succeeding fiscal year of the Company; and (D) continued coverage a Qualifying Termination, Employer shall, during the Severance Period Period, provide Executive continued coverage under the Company's medical and dental insurance other health plans of Employer referred to in Section 5 (the "Continued Benefits") for in which Executive and his eligible dependents participating in such plans was a participant immediately prior to the Date of Termination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid during such period by senior executives of the Company Employer under the terms of such plans as in effect from time to time. Executive shall not have a duty to mitigate the costs to Employer under this Section 7(f)(i), except that Continued Benefits shall be canceled to the extent of any comparable benefit coverage offered to Executive during the Severance period by a subsequent employer or other Person (as defined below) for which Executive performs services, including but not limited to consulting services. (ii) If Executive's employment shall terminate upon his death or due to his Disability or if Employer shall terminate Executive's employment for Cause or Executive shall terminate his employment without Good Reason during the Employment Period, Employer shall pay Executive (or, in the event of his death, his beneficiaries) his full Base Salary through the Date of Termination or as provided in Section 3 above. In addition, in the case of any such termination due to Executive's death or Disability, if the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date of Termination, Employer shall pay Executive (or his beneficiaries if applicable) an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive Bonus that would have been payable to the Executive for such Bonus Year under the Bonus Plan pursuant to Section 4(b) hereof had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination (exclusive of any time between the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder and the resulting Date of Termination) and the denominator of which is equal to 365. (iii) Executive shall be entitled to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice of Employer in which Executive was a participant during his employment with Employer in accordance with the terms thereof, provided that (x) Executive shall not be entitled to receive any payments or benefits under any such plan, policy, program or practice providing any bonus or incentive compensation (and the provisions of this Section 7(f) shall supersede the provisions of any such plan, policy, program or practice), and (y) the amount, if any, paid or payable to Executive under the terms of any such plan, policy, program or practice relating to severance shall reduce the amounts payable under Section 7(f)(i) as provided in clause (C) thereof.

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's ’s employment by the Company Without Cause or a termination by Executive of his employment for Good Reason during the Employment Periodin accordance with Section 11(a), the Company shall pay to Executive Executive, within thirty (or, following his death, to Executive's estate30) within 30 days of the Date date of Termination termination, his (x) full Base Salary Salary, Car Allowance and Medical Allowance through the Date date of Terminationtermination, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date date of Termination termination that are subject to reimbursement pursuant to Section 6(b9(a) and (z) payment for vacation time accrued as of the Date date of Termination termination but unused (such amounts under clauses (x), (y) and (z), collectively the "“Accrued Obligations"”). . (ii) In addition, in the event of any such termination of Executive's employment’s employment (except in the event of termination due to “Disability” as defined below in Section 11(d)(iii)), provided the Company will request that Executive executes execute and delivers deliver to the Company a Separation Agreement and General Release substantially in the form approved by the Company (provided that the covenants contained in such Separation Agreement and Discharge of Claims (General Release that shall not impose upon Executive any broader restrictive covenant or restrict Executive’s post-employment limitation than competition and solicitation do not materially differ from those contained set forth in this Agreement) in a form acceptable (the “Separation Agreement”), and provided that Executive so executives and delivers the Separation Agreement to the Company, Executive (or, following his death, Executive's estate) shall be entitled to the following payments and benefits, as liquidated damages: (A) continued payments of the Base SalarySalary and Medical Allowance, payable in installments in accordance with the Company's ’s regular payroll policies, for the period beginning on the Date date of Termination termination and ending on the eighteen months one (1) year anniversary of the Date date of Termination termination (the "“Severance Period"”); (B) a portion of Executive's ’s Annual Bonus for the fiscal year of the Company during which Executive was employed that includes the Date date of Terminationtermination, such portion to equal the product (such product, the "Pro “Pro-Rata Bonus"”) of (1) the Annual Bonus that would have been payable to Executive for such fiscal year had he Executive remained employed for the entire fiscal year and as though Executive and year, determined based on the extent to which the Company each achieved (but not exceeded) actually achieves the target performance objectives goals for such year established by the Board or a committee thereofpursuant to Section 5, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date date of Termination termination and the denominator of which is equal to 365, such amount to be payable to Executive within five (5) business days following the date (the "“Bonus Payment Date"”) annual bonuses for such fiscal year are actually paid by the Company to its active executives; (C) payment of an amount equal to 150% of the Average Annual Bonus (as defined below), such amount to be paid in two equal installments, the first such installment to be paid within five business days following the Bonus Payment Date for the fiscal year of the Company that includes the Date of Termination and the second such installment to be paid within five business days following the Bonus Payment Date for the next succeeding fiscal year of the Company; and (D) continued coverage during the Severance Period under the Company's ’s medical and dental insurance plans referred to in Section 5 9 (the "“Continued Benefits"”) for Executive and his eligible dependents participating in such plans immediately prior to the Date date of Terminationtermination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by active senior executives of the Company under the terms of such plans as in effect from time to time; and (D) the services of a reputable outplacement agency as selected by the Chief Human Resources Officer of the Company. The services of such outplacement company shall be determined by the company at its discretion; however, the duration of such services shall be for a period of six (6) months. Executive shall not have a duty to mitigate the costs to the Company under this Section 11(d)(ii), nor shall any payments from the Company to Executive of Base Salary or Pro-Rata Bonus be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined in Section 20(j) below) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverage. (E) reimbursement of the legal fees incurred by Executive in connection with his review and execution of the aforementioned Separation Agreement and General Release, up to a limit of CHF 2,000. (iii) Notwithstanding Section 11(d) (ii) above, if Executive’s employment shall terminate due to Executive’s “Disability” (as defined below) no termination benefits according to Section 11(d)(ii) above shall be payable to Executive. For purposes of this Agreement, “Disability” means a physical or mental disability that prevents or would prevent the performance by Executive of his duties hereunder for a continuous period of six (6) months or longer. The determination of Executive’s Disability will (i) be made by an independent physician agreed to by the parties, or if the parties are unable to agree within ten (10) days after a request for designation by a party, by an independent physician identified by the Company’s disability insurance provider, (ii) be final and binding on the parties hereto and (iii) be based on such competent medical evidence as shall be presented to such independent physician by Executive and/or the Company or by any physician or group of physicians or other competent medical experts employed by Executive and/or the Company to advise such independent physician. In the case of a conflict with any general or special law, this Section 11(d)(iii) shall not apply and any benefits due to Executive under Section 11(d)(ii) of this Agreement shall be against any insurance proceeds received by Executive by reason of such disability. (iv) If Executive’s employment shall terminate upon his death or it the Company shall terminate Executive’s employment due to Executive’s Disability or Executive shall resign from his employment or otherwise terminate his employment, in any such case during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Accrued Obligations within thirty (30) days following the date of termination, provided that in the event of Executive’s death, the said thirty (30)-day period for making such payment shall commence from the date of production to the Company of such evidence or information in respect of the Executive’s estate as the Company may require. In addition, if Executive’s employment shall terminate upon his death or be terminated by the Company due to Executive’s Disability during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Pro-Rata Bonus, which shall be paid in accordance with the terms of the Bonus Plan. (v) Except as specifically set forth in this Section 11(d) and Section 11(c) above, no termination benefits shall be payable to or in respect of Executive’s employment with the Company or its Affiliates.

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's employment by the Company Without Cause or a termination by Executive of his employment for Good Reason during the Employment Period, the Company shall pay to Executive (or, following his death, to Executive's estate) within 30 days of the Date of Termination his (x) full Base Salary through the Date of Termination, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Termination that are subject to reimbursement pursuant to Section 6(b) and (z) payment for vacation time accrued as of the Date of Termination but unused (such amounts under clauses (x), (y) and (z), collectively the "Accrued Obligations"). In addition, in the event of any such termination of Executive's employment, provided Executive executes and delivers to the Company a Release and Discharge of Claims (that shall not impose upon Executive any broader restrictive covenant or post-employment limitation than those contained in this Agreement) in a form acceptable to the Company, Executive (or, following his death, Executive's estate) shall be entitled to the following payments and benefits, as liquidated damages: (A) continued payments of the Base Salary, payable in installments in accordance with the Company's regular payroll policies, for the period beginning on the Date of Termination and ending on the eighteen months anniversary of the Date of Termination (the "Severance Period"); (B) a portion of Executive's Bonus for the fiscal year of the Company that includes the Date of Termination, such portion to equal the product (such product, the "Pro Rata Bonus") of (1) the Average Annual Bonus that would have been payable to Executive for such year had he remained employed for the entire fiscal year and (as though Executive and the Company each achieved (but not exceeded) the target performance objectives for such year established by the Board or a committee thereofdefined below), multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Termination and the denominator of which is equal to 365, such amount to be payable to Executive within five business days following the date (the "Bonus Payment Date") annual bonuses for such fiscal year are actually paid by the Company to its active executives; (C) payment of an amount equal to 150% of the Average Annual Bonus (as defined below), such amount to be paid in two equal installments, the first such installment to be paid within five business days following the Bonus Payment Date for the fiscal year of the Company that includes the Date of Termination and the second such installment to be paid within five business days following the Bonus Payment Date for the next succeeding fiscal year of the Company; and (D) continued coverage during the Severance Period under the Company's medical and dental insurance plans referred to in Section 5 (the "Continued Benefits") for Executive and his eligible dependents participating in such plans immediately prior to the Date of Termination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by senior executives of the Company under the terms of such plans as in effect from time to time.

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's ’s employment by the Company Without without Cause or a termination by Executive of his employment Executive’s resignation for Good Reason during the Employment Period, the Company shall pay to Executive (orExecutive, following his death, to Executive's estate) within 30 15 days of the Date of Termination his (xor at such time as required under the applicable employee benefit plan or arrangement), her (w) full Base Salary through the Date of Termination, to the extent not previously paid, (yx) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Termination that are subject to reimbursement pursuant to Section 6(b) and 7(a), (zy) payment for vacation time accrued as of the Date of Termination but unused and (z) any other amount or benefit due under an employee benefit plan or arrangement maintained or provided by the Company; including the benefits and payments described in the second sentence of Section 8(j) (such amounts under clauses (w), (x), (y) and (z), collectively the "“Accrued Obligations"”). In addition, in the event of any such termination of Executive's ’s employment, provided Executive executes she shall be entitled to and delivers the Company shall provide the following payments and benefits: (A) a lump-sum amount in cash equal to 100% of Executive’s Base Salary, paid within 15 days after termination; (B) to the extent not yet paid, any annual bonus earned after calendar year 2005 for the calendar year that preceded the time of the termination during all of which Executive was employed by the Company; (C) full vesting of Executive’s unvested accrued benefit under any non-qualified deferred compensation arrangement; (D) the accelerated vesting of Executive’s equity compensation awards, as provided in Section 5(a), and the continued allocation of all dividends and dividend equivalents with respect to such awards prior to the actual distribution of the underlying shares to the Executive; (E) continuation of group medical benefit coverage as provided under COBRA (or substantially equivalent alternative coverage) for a period of 24 months after Executive’s termination of employment; provided that the Company shall continue to pay, or reimburse Executive for, the Company’s cost (as if Executive were an active employee of the Company) (the “Medical Benefit”); (F) a Release lump sum amount of any Retention Bonus (to the extent not previously paid), paid within 15 days after termination; and (G) reimbursement for the cost of financial planning and Discharge of Claims (that shall not impose upon tax preparation services incurred by the Executive any broader restrictive covenant or post-employment limitation than those contained in this Agreement) in a form acceptable during the one year period after termination pursuant to the Company’s program made available to similarly situated executives. (ii) If Executive dies, the Company terminates Executive’s employment for Cause or as a result of her Disability or Executive resigns without Good Reason, in each case during the Employment Period, the Company shall pay to Executive the Accrued Obligations. In addition, if Executive’s employment terminates as a result of her Disability during the Employment Period, Executive (or, following his death, Executive's estate) shall be entitled to the following payments and benefits, benefits as liquidated damagessoon as reasonably practicable: (A) the accelerated vesting of Executive’s equity compensation awards, as provided in Section 5(a), and the continued payments allocation of all dividends and dividend equivalents with respect to such awards prior to the actual distribution of the Base Salary, payable in installments in accordance with underlying shares to the Company's regular payroll policies, for the period beginning on the Date of Termination and ending on the eighteen months anniversary of the Date of Termination (the "Severance Period")Executive; (B) a portion of Executive's Bonus for the fiscal year of the Company that includes Medical Benefit; and (C) For 2 years following the Date of Termination, such portion to equal the product (such product, the "Pro Rata Bonus") life insurance coverage at a level commensurate with other former senior executive officers of (1) the Bonus that would have been payable to Executive for such year had he remained employed for the entire fiscal year and as though Executive and the Company each achieved (but not exceeded) the target performance objectives for such year established by the Board or a committee thereof, multiplied by (2) a fraction, the numerator of which is equal to the number of days participating in such fiscal year that precede the Date of Termination and the denominator of which is equal to 365plan. (iii) Except as specifically set forth in this Section 8(f), such amount to no termination benefits shall be payable to Executive within five business days following the date (the "Bonus Payment Date") annual bonuses for such fiscal year are actually paid by or in respect of Executive’s employment with the Company to or its active executives; (C) payment of an amount equal to 150% of the Average Annual Bonus (as defined below), such amount to be paid in two equal installments, the first such installment to be paid within five business days following the Bonus Payment Date for the fiscal year of the Company that includes the Date of Termination and the second such installment to be paid within five business days following the Bonus Payment Date for the next succeeding fiscal year of the Company; and (D) continued coverage during the Severance Period under the Company's medical and dental insurance plans referred to in Section 5 (the "Continued Benefits") for Executive and his eligible dependents participating in such plans immediately prior to the Date of Termination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by senior executives of the Company under the terms of such plans as in effect from time to timeaffiliates.

Payments Upon Certain Terminations. In consideration of Executive’s acceptance of this Agreement and Executive’s continued employment through the Termination Date, if Beacon terminates Executive’s employment without Cause or Executive terminates Executive’s employment for Good Reason, Beacon shall provide to Executive the following benefits: (a) Twenty-four (24) months of Executive’s annual base salary as in effect on the Termination Date, which shall be paid in equal periodic installments on Beacon’s regular payroll dates, beginning no later than the second payroll date following the date on which the Release (as defined below) becomes irrevocable; (b) Executive’s cash incentive in an amount equal to (i) In the event of a termination 200% of Executive's employment by ’s target annual cash incentive opportunity under Beacon’s annual cash incentive plan, which shall be paid in equal periodic installments on Beacon’s regular payroll dates consistent with the Company Without Cause or a termination by Executive of his employment for Good Reason during payment schedule set forth in section (a) above and (ii) the Employment Period, the Company shall pay annual cash incentive that would otherwise be payable to Executive (orwith respect to any fiscal year which has been completed prior to the Termination Date but has not been paid as of the Termination Date, following his deathwhich shall be paid in a lump sum on the date such annual cash incentive is paid to other executives of Beacon in accordance with Beacon’s annual cash incentive plan, provided that the Release has become irrevocable by such date, and if the Release has not become irrevocable by such date, to Executive's estatebe paid in a lump sum no later than the second payroll date following the date on which the Release becomes irrevocable; (c) within 30 days to the extent Executive elects health benefit continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), continued participation in Beacon’s health plans at the same rates provided to similarly situated active employees for a period ending on the earlier of (i) the 18 month anniversary of the Date of Termination his Date, and (ii) the date Executive becomes eligible for such coverage from a subsequent employer; provided, however, that (x) full Base Salary through Executive’s cost of such coverage shall be deducted from the Date of Termination, periodic installments described in Section 7(a) and (y) reimbursement for any unreimbursed business expenses incurred Beacon’s cost of providing the COBRA benefit less Executive’s contribution, shall be treated as taxable income to the Executive and reported accordingly; (d) all unvested restricted stock units and stock options held by Executive prior under the Beacon Roofing Supply, Inc. Amended and Restated 2014 Stock Plan (together with any successor or other plan pursuant to which Executive receives restricted stock units or stock options, the “Plan”) at the Termination Date that are scheduled to vest within the twelve (12) month period following the Termination Date in accordance with the applicable vesting schedule (including any such restricted stock units and stock options that, pursuant to an applicable award agreement, would vest in connection with Executive’s termination of Termination employment without “cause” following a “change in control” or similar event, all determined pursuant to such award agreement) shall vest, or in the case of such awards that are subject to reimbursement pursuant performance-based vesting conditions, shall remain eligible to Section 6(bvest, on the date on which such restrictive stock units and stock options would have otherwise vested had Executive remained employed through such twelve (12) month period. All unvested restricted stock units and stock options held by Executive under the Plan that are scheduled to vest after the twelve (z12) payment for vacation time accrued month anniversary of the Termination Date shall be forfeited by Executive as of the Date of Termination but unused (Date. Beacon may withhold from any amounts payable under this Agreement such amounts under clauses (x)federal, (y) state or local deductions and (z), collectively the "Accrued Obligations"). In addition, in the event of any such termination of Executive's employment, provided Executive executes and delivers to the Company a Release and Discharge of Claims (that shall not impose upon Executive any broader restrictive covenant or post-employment limitation than those contained in this Agreement) in a form acceptable to the Company, Executive (or, following his death, Executive's estate) taxes as shall be entitled to the following payments and benefits, as liquidated damages: (A) continued payments of the Base Salary, payable in installments in accordance with the Company's regular payroll policies, for the period beginning on the Date of Termination and ending on the eighteen months anniversary of the Date of Termination (the "Severance Period"); (B) a portion of Executive's Bonus for the fiscal year of the Company that includes the Date of Termination, such portion to equal the product (such product, the "Pro Rata Bonus") of (1) the Bonus that would have been payable to Executive for such year had he remained employed for the entire fiscal year and as though Executive and the Company each achieved (but not exceeded) the target performance objectives for such year established by the Board or a committee thereof, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Termination and the denominator of which is equal to 365, such amount to be payable to Executive within five business days following the date (the "Bonus Payment Date") annual bonuses for such fiscal year are actually paid by the Company to its active executives; (C) payment of an amount equal to 150% of the Average Annual Bonus (as defined below), such amount to be paid in two equal installments, the first such installment to be paid within five business days following the Bonus Payment Date for the fiscal year of the Company that includes the Date of Termination and the second such installment to be paid within five business days following the Bonus Payment Date for the next succeeding fiscal year of the Company; and (D) continued coverage during the Severance Period under the Company's medical and dental insurance plans referred to in Section 5 (the "Continued Benefits") for Executive and his eligible dependents participating in such plans immediately prior to the Date of Termination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by senior executives withheld pursuant to any applicable law or regulation. Executive’s receipt of the Company payments and benefits described in this Section 7 is expressly conditioned upon the Executive, within forty-five (45) calendar days (or such shorter period determined by Beacon) after the Termination Date, executing and delivering to Beacon a waiver and release of claims in favor of the Beacon Group and their respective directors, officers and employees in the form attached hereto as Exhibit (a “Release”), and not thereafter revoking the Release. For the avoidance of doubt, Executive’s termination of employment by reason of death, disability or retirement (each as defined in the applicable award agreement under the Plan) shall not be deemed a termination “without Cause” under this Agreement. Accordingly, in case of such death, disability or retirement, the treatment of Executive’s outstanding equity awards shall be governed by the terms of such plans as in effect from time to timethe applicable equity award agreement and Executive shall not additionally be eligible for the cash severance benefits hereunder.

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's employment by the Company Without Cause or a termination by Executive of his employment for Good Reason during the Employment Period’s employment, the Company shall pay to Executive Executive, within thirty (or, following his death, to Executive's estate30) within 30 days of the Date of Termination Termination, his (x) full Base Salary through the Date of Termination, (y) to the extent not previously paid, reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Termination that are subject to reimbursement pursuant to Section 6(b7(a) and (z) payment for vacation time accrued as of the Date of Termination but unused (such amounts under clauses (x), (y) and (z), collectively the "“Accrued Obligations"”). In addition, in the event of any such termination of Executive's employment’s employment unless such termination was for Cause (as defined in Section 7(e) below), provided if Executive executes and delivers to the Company a Separation Agreement and General Release and Discharge of Claims (that shall not impose upon Executive any broader restrictive covenant or post-employment limitation than those contained substantially in this Agreement) in a the form acceptable to approved by the Company, Executive (or, following his death, Executive's estate) shall be entitled to the following payments and benefits, as liquidated damages: (A) continued payments the portion of the Base Salary, payable in installments in accordance with the Company's regular payroll policies, for the period beginning on the Date of Termination and ending on the eighteen months anniversary of the Date of Termination (the "Severance Period"); (B) a portion of Executive's ROAE Bonus for the fiscal year of the Company during which Executive was employed that includes the Date of Termination, such portion to equal the product (such product, the "Pro “Pro-Rata ROAE Bonus"”) of (1) the ROAE Bonus that would have been payable to Executive for such fiscal year had he Executive remained employed for the entire fiscal year and as though Executive and year, determined based on the extent to which the Company each achieved (but not exceeded) actually achieves the target performance objectives goals for such year established by the Board or a committee thereofyear, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Termination and the denominator of which is equal to 365, such amount to be payable to Executive within five business days following on the date such bonus would otherwise have been paid if the Executive was still employed (the "“Bonus Payment Date"”); (B) annual bonuses to the extent not already paid, the portion of the Capital Bonus Pool due the Executive pursuant to Section 4 above for such fiscal year are actually paid by a Determination Date that precedes the Company to its active executivesDate of Termination (the “Unpaid Capital Bonus”) payable in cash on the Bonus Payment Date; (C) payment of an amount equal to 150% the extent any incentive stock awards such as stock options, stock appreciation rights, restricted stock, or similar which were awarded to Executive during the Employment Period and which have not vested as of the Average Annual Bonus Date of Termination, such incentive stock awards will immediately become 100% vested and exercisable; and Executive shall not have a duty to mitigate the costs to the Company under this Section 7(c)(i), nor shall any payments from the Company to Executive under items (A), (B) or (C) of this Section 7(c)(i) be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined in below)) for which Executive performs services, such amount including but not limited to consulting services. The foregoing notwithstanding, should Executive receive or be paid in two equal installments, the first such installment to be paid within five business days following the Bonus Payment Date for the fiscal year of the Company that includes the Date of Termination and the second such installment to be paid within five business days following the Bonus Payment Date for the next succeeding fiscal year of the Company; and (D) continued offered health or medical benefits coverage during the Severance Period under by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverage. (ii) Except as specifically set forth in this Section 7(c), no termination benefits shall be payable to or in respect of Executive’s employment with the Company's medical and dental insurance plans referred to in Section 5 (the "Continued Benefits") for Executive and his eligible dependents participating in such plans immediately prior to the Date of Termination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by senior executives of the Company under the terms of such plans as in effect from time to time.

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's ’s employment by the Company Without without Cause or a termination by Executive of his employment for Good Reason Reason, in either such case during the Employment Period, the Company shall pay to Executive (or, following his death, to Executive's estate’s beneficiaries) within 30 days of (A) the Date of Termination his (x) full Base Salary earned but not paid through the Date date of Terminationtermination, (yB) reimbursement for any unreimbursed bonus compensation earned but unpaid on the date of termination and (C) any business expenses incurred by Executive prior but un-reimbursed on the date of termination, provided that such expenses and required substantiation and documentation are submitted within thirty (30) days of termination and that such expenses are reimbursable under Company policy (“Final Compensation”), plus, as liquidated damages in respect of claims based on provisions of this Agreement or otherwise and provided that Executive executes and delivers a general release in the form attached to this Agreement as Exhibit B (subject to such adjustments as are delivered by the Company to Executive within seven (7) days after the Date of Termination that are subject and as may be necessary in the Company’s reasonable determination to reimbursement pursuant to Section 6(bensure a comprehensive release of claims by Executive under the law in effect at the date of the execution of the release) by the date specified therein (and in all events within fifty-two (52) days following the Date of Termination) and does not revoke such release within seven days after it is executed and delivered (zany such release of claims submitted by such deadline and not revoked within such seven-day period, the “Release”), an aggregate amount equal to one and one-half (1 1/2) payment for vacation time accrued times his Base Salary as of the Date of Termination but unused plus one and one-half (such amounts under clauses 1 1/2) times the Average Cash Bonus (x), (y) and (z), collectively the "Accrued Obligations"“Liquidated Damages”). In addition, in the event of any Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, in either such termination of Executive's employmentcase during the Employment Period, and provided that Executive executes and delivers the Release, for a period of eighteen (18) months following the Date of Termination the Company shall make monthly payments to Executive that are equal (on a grossed-up basis) to the Company a Release and Discharge of Claims employer portion (that shall not impose upon Executive any broader restrictive covenant or post-employment limitation than those contained in this Agreement) in a form acceptable to the Company, Executive (or, following his death, Executive's estate) shall be entitled to the following payments and benefits, as liquidated damages: (A) continued payments determined as of the Base Salary, payable in installments in accordance with Date of Termination) of the Company's regular payroll policies, monthly health and dental insurance premium for the period beginning type of coverage Executive has in place on the Date of Termination (each such payment, a “Special Payment”). (ii) In the event of a termination of Executive’s employment by the Company without Cause or a termination by Executive of his employment for Good Reason, in either such case during the Employment Period and ending within twelve (12) months following a Change in Control, the Company shall pay to Executive Final Compensation plus, as liquidated damages in respect of claims based on provisions of this Agreement or otherwise, and in lieu of any payments or benefits under Section 7(e)(i) hereof, and provided that Executive executes and delivers the eighteen months anniversary Release, an aggregate amount equal to two (2) times his Base Salary as of the Date of Termination plus two (2) times the "Severance Period"Average Cash Bonus (“CIC Liquidated Damages”);. In addition, in the event Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, in either such case during the Employment Period and within twelve (12) months following a Change in Control, and provided that Executive executes and delivers the Release, for a period of twenty-four (24) months following the Date of Termination the Company shall make Special Payments to Executive. (Biii) a portion If Executive’s employment shall terminate by reason of his death or Disability or if the Company shall terminate Executive's Bonus ’s employment for Cause or Executive shall terminate his employment without Good Reason, the fiscal year Company shall pay Executive (or, in the event of his death, his beneficiaries) Final Compensation and shall have no further obligation or liability to the Executive. (iv) In the event that Executive’s employment with the Company terminates or is terminated for any reason, Executive shall be entitled to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy or program of the Company in which Executive was a participant during his employment with the Company in accordance with and subject to the terms thereof (other than any plan that includes would provide severance, as severance is explicitly covered herein); provided that Executive shall not continue to accrue any additional benefits, including vacation benefits, after the Date of Termination, such portion to equal the product (such product, the "Pro Rata Bonus") of (1) the Bonus that would have been payable to Executive for such year had he remained employed for the entire fiscal year and as though Executive and the Company each achieved (but not exceeded) the target performance objectives for such year established by the Board or a committee thereof, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Termination and the denominator of which is equal to 365, such amount to be payable to Executive within five business days following the date (the "Bonus Payment Date") annual bonuses for such fiscal year are actually paid by the Company to its active executives; (C) payment of an amount equal to 150% of the Average Annual Bonus (as defined below), such amount to be paid in two equal installments, the first such installment to be paid within five business days following the Bonus Payment Date for the fiscal year of the Company that includes the Date of Termination and the second such installment to be paid within five business days following the Bonus Payment Date for the next succeeding fiscal year of the Company; and (D) continued coverage during the Severance Period under the Company's medical and dental insurance plans referred to in Section 5 (the "Continued Benefits") for Executive and his eligible dependents participating in such plans immediately prior to the Date of Termination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by senior executives of the Company under the terms of such plans as in effect from time to time.

Payments Upon Certain Terminations. (i) In the event If Employer has provided Executive Notice of a termination of Executive's employment by the Company Without Termination without Cause or a termination by Executive of terminates his employment for Good Reason during the Employment PeriodReason, the Company Employer shall pay to Executive (or, following his death, to Executive's estate) within 30 days of the Date of Termination his (x) full Base Salary through the Date of Termination, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Termination that are subject to reimbursement pursuant to Section 6(b) and (z) payment for vacation time accrued as of the Date of Termination but unused (such amounts under clauses (x), (y) and (z), collectively the "Accrued Obligations"). In addition, in the event of any such termination of Executive's employment, provided Executive executes and delivers to the Company a Release and Discharge of Claims (that shall not impose upon Executive any broader restrictive covenant or post-employment limitation than those contained in this Agreement) in a form acceptable to the Company, Executive (or, following his death, Executive's estate) shall be entitled to the following payments and benefits, as liquidated damagesseverance: (A1) continued payments of the his Base Salary, payable in installments in accordance with the Company's regular payroll policies, for the period beginning on from such date of termination through the Date of Termination and ending on the eighteen months anniversary expiration of the Date severance term specified in Section 4 of Termination (the "Severance Period");Attachment A to this Agreement, and (B2) a portion of Executive's Bonus for the fiscal year of the Company that includes the Date of Termination, such portion to equal the product of (such product, the "Pro Rata Bonus") of (1i) the Bonus amount of incentive compensation that would have been payable to Executive for such the calendar year in which his employment terminates if he had he remained employed for the entire fiscal calendar year and as though Executive and the Company each achieved (but not exceeded) the target assuming that all applicable performance objectives for such year established by the Board or a committee thereofhad been achieved at target, multiplied by by (2ii) a fraction, the numerator of which is equal to the number of days in such fiscal calendar year that precede (x) if a termination Without Cause, the date of the Notice of Termination, or (y) if a termination by Executive for Good Reason, the Date of Termination Termination, and the denominator of which is 365. In consideration of such severance benefits, Employee agrees to (i) waive all rights to post termination benefits, other than vested equity awards and pension, if any, after the termination date, (ii) waive any claims to other severance or termination benefits and (iii) execute a reasonable release releasing Employer from all claims including but not limited to claims under the Americans with Disabilities Act or for wrongful discrimination or wrongful discharge from Employer. Employer may pay to Executive at any time a single lump sum equal to 365, such the present value (calculated using a discount rate equal to the short-term Applicable Federal Rate as defined in Section 1274(d) of the Internal Revenue Code) of the remaining amount payable as Base Salary hereunder in full and complete satisfaction of Employer's obligations under Section 7(f)(i). Employer shall continue to be payable provide to Executive within five business days following the date (the "Bonus Payment Date") annual bonuses for such fiscal year are actually paid by the Company life, medical, dental, accidental death and dismemberment and prescription drug benefits made available to its active executives; (C) payment of an amount equal Executive pursuant to 150% of the Average Annual Bonus (as defined below), such amount to be paid in two equal installments, the first such installment to be paid within five business days following the Bonus Payment Date for the fiscal year of the Company that includes the Date of Termination and the second such installment to be paid within five business days following the Bonus Payment Date for the next succeeding fiscal year of the Company; and (D) continued coverage during the Severance Period under the Company's medical and dental insurance plans referred to in Section 5 (the "Continued Benefits") for during the period over which Employer continues to pay Executive and his eligible dependents participating in such plans immediately prior Base Salary pursuant to this Section 7(f)(i). Executive shall generally not have a duty to mitigate the costs to Employer under this Section 7(f)(i), except that (i) if the period over which Employer continues to pay Executive his Base Salary pursuant to this Section 7(f)(i) extends beyond one year from the Date of Termination, subject the amount payable pursuant to timely payment this Section 7(f)(i) as Base Salary for any period after the expiration of such one year shall be reduced (but not below zero) by the amount of compensation received by Executive for services performed in any capacity, including self-employment, and (ii) Continued Benefits for such period shall be reduced or canceled to the extent of any comparable benefit coverage offered to Executive by a subsequent employer during the period the Continued Benefits are to be provided. (ii) Upon his death or Disability or if Employer shall terminate Executive's employment for Cause, Employer shall pay Executive his full Base Salary through the Date of Termination, plus, in the case of termination upon Executive's death or Disability, the pro rata amount of incentive compensation for the portion of the calendar year preceding Executive's Date of Termination (exclusive of any time between the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder and the resulting Date of Termination) that would have been payable to Executive if he had remained employed for the entire calendar year and assuming that all premiumsapplicable performance targets had been achieved at target levels of performance. Executive shall not be entitled to severance compensation under any severance compensation plan of Employer when Executive receives compensation under this Section 7(f)(ii). Other than severance compensation, contributions any benefits payable to or in respect of Executive under any otherwise applicable plans, policies and other co-payments required to practices of Employer shall not be paid limited by senior executives of the Company under the terms of such plans as in effect from time to timethis provision.

Payments Upon Certain Terminations. In consideration of Executive’s acceptance of this Agreement and Executive’s continued employment through the Termination Date, if Beacon terminates Executive’s employment without Cause or Executive terminates Executive’s employment for Good Reason, Beacon shall provide to Executive the following benefits: (a) eighteen (18) months of Executive’s annual base salary as in effect on the Termination Date, which shall be paid in equal periodic installments on Beacon’s regular payroll dates, beginning no later than the second payroll date following the date on which the Release (as defined below) becomes irrevocable; (b) Executive’s cash incentive in an amount equal to (i) In the event of a termination 150% of Executive's employment by ’s target annual cash incentive opportunity under Beacon’s annual cash incentive plan, which shall be paid in equal periodic installments on Beacon’s regular payroll dates consistent with the Company Without Cause or a termination by Executive of his employment for Good Reason during payment schedule set forth in section (a) above and (ii) the Employment Period, the Company shall pay annual cash incentive that would otherwise be payable to Executive (orwith respect to any fiscal year which has been completed prior to the Termination Date but has not been paid as of the Termination Date, following his deathwhich shall be paid in a lump sum on the date such annual cash incentive is paid to other executives of Beacon in accordance with Beacon’s annual cash incentive plan, provided that the Release has become irrevocable by such date, and if the Release has not become irrevocable by such date, to Executive's estatebe paid in a lump sum no later than the second payroll date following the date on which the Release becomes irrevocable; (c) within 30 days to the extent Executive elects health benefit continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), continued participation in Beacon’s health plans at the same rates provided to similarly situated active employees for a period ending on the earlier of (i) the 12 month anniversary of the Date of Termination his Date, and (ii) the date Executive becomes eligible for such coverage from a subsequent employer; provided, however, that (x) full Base Salary through Executive’s cost of such coverage shall be deducted from the Date of Termination, periodic installments described in Section 7(a) and (y) reimbursement for any unreimbursed business expenses incurred Beacon’s cost of providing the COBRA benefit less Executive’s contribution, shall be treated as taxable income to the Executive and reported accordingly; (d) all unvested restricted stock units and stock options held by Executive prior under the Beacon Roofing Supply, Inc. Amended and Restated 2014 Stock Plan (together with any successor or other plan pursuant to which Executive receives restricted stock units or stock options, the “Plan”) at the Termination Date that are scheduled to vest within the twelve (12) month period following the Termination Date in accordance with the applicable vesting schedule (including any such restricted stock units and stock options that, pursuant to an applicable award agreement, would vest in connection with Executive’s termination of Termination employment without “cause” following a “change in control” or similar event, all determined pursuant to such award agreement) shall vest, or in the case of such awards that are subject to reimbursement pursuant performance-based vesting conditions, shall remain eligible to Section 6(bvest, on the date on which such restrictive stock units and stock options would have otherwise vested had Executive remained employed through such twelve (12) month period. All unvested restricted stock units and stock options held by Executive under the Plan that are scheduled to vest after the twelve (z12) payment for vacation time accrued month anniversary of the Termination Date shall be forfeited by Executive as of the Date of Termination but unused (Date. Beacon may withhold from any amounts payable under this Agreement such amounts under clauses (x)federal, (y) state or local deductions and (z), collectively the "Accrued Obligations"). In addition, in the event of any such termination of Executive's employment, provided Executive executes and delivers to the Company a Release and Discharge of Claims (that shall not impose upon Executive any broader restrictive covenant or post-employment limitation than those contained in this Agreement) in a form acceptable to the Company, Executive (or, following his death, Executive's estate) taxes as shall be entitled to the following payments and benefits, as liquidated damages: (A) continued payments of the Base Salary, payable in installments in accordance with the Company's regular payroll policies, for the period beginning on the Date of Termination and ending on the eighteen months anniversary of the Date of Termination (the "Severance Period"); (B) a portion of Executive's Bonus for the fiscal year of the Company that includes the Date of Termination, such portion to equal the product (such product, the "Pro Rata Bonus") of (1) the Bonus that would have been payable to Executive for such year had he remained employed for the entire fiscal year and as though Executive and the Company each achieved (but not exceeded) the target performance objectives for such year established by the Board or a committee thereof, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Termination and the denominator of which is equal to 365, such amount to be payable to Executive within five business days following the date (the "Bonus Payment Date") annual bonuses for such fiscal year are actually paid by the Company to its active executives; (C) payment of an amount equal to 150% of the Average Annual Bonus (as defined below), such amount to be paid in two equal installments, the first such installment to be paid within five business days following the Bonus Payment Date for the fiscal year of the Company that includes the Date of Termination and the second such installment to be paid within five business days following the Bonus Payment Date for the next succeeding fiscal year of the Company; and (D) continued coverage during the Severance Period under the Company's medical and dental insurance plans referred to in Section 5 (the "Continued Benefits") for Executive and his eligible dependents participating in such plans immediately prior to the Date of Termination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by senior executives withheld pursuant to any applicable law or regulation. Executive’s receipt of the Company payments and benefits described in this Section 7 is expressly conditioned upon the Executive, within forty-five (45) calendar days (or such shorter period determined by Beacon) after the Termination Date, executing and delivering to Beacon a waiver and release of claims in favor of the Beacon Group and their respective directors, officers and employees in the form attached hereto as Exhibit (a “Release”), and not thereafter revoking the Release. For the avoidance of doubt, Executive’s termination of employment by reason of death, disability or retirement (each as defined in the applicable award agreement under the Plan) shall not be deemed a termination “without Cause” under this Agreement. Accordingly, in case of such death, disability or retirement, the treatment of Executive’s outstanding equity awards shall be governed by the terms of such plans as in effect from time to timethe applicable equity award agreement and Executive shall not additionally be eligible for the cash severance benefits hereunder.

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's ’s employment by the Company Without Cause or a termination by Executive of his employment for Good Reason during the Employment Period, the Company shall pay to Executive (or, following his death, to Executive's ’s estate) within 30 days of the Date of Termination his (x) full Base Salary through the Date of Termination, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Termination that are subject to reimbursement pursuant to Section 6(b) and (z) payment for vacation time accrued as of the Date of Termination but unused (such amounts under clauses (x), (y) and (z), collectively the "“Accrued Obligations"”). In addition, in the event of any such termination of Executive's ’s employment, provided Executive executes and delivers to the Company a Release and Discharge of Claims (that shall not impose upon Executive any broader restrictive covenant or post-employment limitation than those contained in this Agreement) in a form acceptable to the Company, Executive (or, following his death, Executive's ’s estate) shall be entitled to the following payments and benefits, as liquidated damages: (A) continued payments of the Base Salary, payable in installments in accordance with the Company's ’s regular payroll policies, for the period beginning on the Date of Termination and ending on the eighteen months anniversary of the Date of Termination (the "“Severance Period"”); (B) a portion of Executive's ’s Bonus for the fiscal year of the Company that includes the Date of Termination, such portion to equal the product (such product, the "“Pro Rata Bonus"”) of (1) the minimum Bonus that would have been payable to Executive for such year had he remained employed for the entire fiscal year and as though Executive and the Company each achieved (but not exceeded) the target performance objectives for such year established by the Board or a committee thereofprovided in Section 4(a), multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Termination and the denominator of which is equal to 365, such amount to be payable to Executive within five business days following the date (the "“Bonus Payment Date"”) annual bonuses for such fiscal year are actually paid by the Company to its active executives; (C) payment of an amount equal to 150% of the Average Annual Severance Bonus (as defined below), such amount to be paid in two equal installments, the first such installment to be paid within five business days following the Bonus Payment Date for the fiscal year of the Company that includes the Date of Termination and the second such installment to be paid within five business days following the Bonus Payment Date for the next succeeding fiscal year of the Company; and (D) continued coverage during the Severance Period under the Company's ’s medical and dental insurance plans referred to in Section 5 (the "“Continued Benefits"”) for Executive and his eligible dependents participating in such plans immediately prior to the Date of Termination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by senior executives of the Company under the terms of such plans as in effect from time to time.

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's employment by the Company Without Cause or a termination by Executive of his Executive's resignation from employment for Good Reason during the Employment Period, the Company shall pay to Executive (or, following his death, to Executive's estate), within thirty (30) within 30 days of the Date of Termination his Termination, (x) full his Base Salary through the Date of Termination, to the extent not previously paid; (y) the pro-rata amount of the Annual Bonus (based on the amount paid for the previous year) which is accrued through the date of termination; and (z) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Termination that are subject to reimbursement pursuant to Section 6(b) the terms hereof, and (z) payment for vacation paid time off accrued as of the Date of Termination but unused (such amounts under clauses (x), (y) and (z), collectively the "Accrued Obligations"). In addition, in the event of any such termination of Executive's employment, provided if Executive executes and delivers to the Company a Release and Discharge of All Claims (that shall not impose upon Executive any broader restrictive covenant or post-employment limitation than those contained substantially in this Agreement) in a the form acceptable to approved by the Company, Executive (or, following his death, Executive's estate) shall be entitled to the following payments and benefits, as liquidated damages: (A) continued payments of the Executive's Base Salary (at the Base SalarySalary being paid on the Date of Termination), for the longer of: (x) the remaining Employment Period (assuming Executive's employment had not terminated) or (y) one (1) year (the "Severance Period"), payable in installments in accordance with the Company's regular payroll policies, policies for the period beginning on the Date of Termination and ending on the eighteen months anniversary of the Date of Termination (the "Severance Period"); (B) a portion of Executive's Bonus for the fiscal one year of the Company that includes after the Date of Termination, such portion with the balance, if any, being paid pursuant to equal a lump sum payment on the product one year anniversary date of the Date of Termination; and (such product, the "Pro Rata Bonus") of (1B) the Executive's Annual Bonus that (at the amount of the Annual Bonus paid to the Executive for the year prior to the Date of Termination) which would have been payable paid to the Executive for such year had he remained employed Executive's employment continued for the entire fiscal year and as though Executive and the Company each achieved (but not exceeded) the target performance objectives Severance Period, duly apportioned for such year established by the Board or a committee thereof, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Termination and the denominator of which is equal to 365any partial year, such amount to be payable to Executive within five business days following on the one year anniversary date (of the "Bonus Payment Date") annual bonuses for such fiscal year are actually paid by the Company to its active executives;Date of Termination; and (C) payment the Executive shall receive "Years of an amount equal Service" credit for the number of years comprising the Severance Period for purposes of accruing the Executive's benefit under the Company's Executive Retirement Plan and the Final Average Earnings thereunder for the Severance Period shall be determined based on the Base Salary being paid on the Date of Termination and the Annual Bonus paid to 150% the Executive for the year prior to the Date of Termination; (D) the Executive shall automatically vest in all employee welfare and benefit plans in which the Executive was participating as of the Average Annual Bonus Date of Termination and such benefits shall be paid to Executive in accordance with the terms of such plans; and (as defined belowE) the Company shall provide outplacement services to Executive for up to ninety (90) days. Executive shall not have a duty to mitigate the costs to the Company under this Section 8(f)(i), such amount nor shall any payments from the Company to Executive hereunder be reduced, offset or canceled by any compensation or fees earned by (whether or not paid in two equal installments, currently) or offered to Executive during the first such installment to be paid within five business days following the Bonus Payment Date for remainder of the fiscal year of the Company that includes the Date of Termination and by a subsequent employer or other Person (as defined below in Section 18(k) below) for which Executive performs services, including, but not limited to, consulting services. (ii) If Executive's employment shall terminate upon his death or if the second Company shall terminate Executive's employment for Cause or due to Executive's Disability or Executive shall resign from his employment without Good Reason, in any such installment case during the Employment Period, the Company shall pay to be paid Executive (or, in the event of Executive's death, to his estate) the Accrued Obligations within five business thirty (30) days following the Bonus Payment Date for the next succeeding fiscal year of the Company; and (D) continued coverage during the Severance Period under the Company's medical and dental insurance plans referred to in Section 5 (the "Continued Benefits") for Executive and his eligible dependents participating in such plans immediately prior to the Date of Termination. (iii) Except as specifically set forth in this Section 8(f), subject no termination benefits shall be payable to timely payment by Executive or in respect of all premiums, contributions and other co-payments required to be paid by senior executives of Executive's employment with the Company under or its Affiliates. (iv) The Company shall have the terms of such plans as in effect from time right to timeapply and set off against the Accrued Obligations or any other amounts owing to Executive hereunder, any amounts owing by the Executive to the Company, whether pursuant to this Agreement or otherwise.

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's ’s employment by the Company Without Cause or a termination by Executive of his Executive’s resignation from employment for Good Reason during the Employment Period, the Company shall pay to Executive Executive, within thirty (or, following his death, to Executive's estate30) within 30 days of the Date of Termination Termination, his (x) full Base Salary through the Date of Termination, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Termination that are subject to reimbursement pursuant to Section 6(b8(a) and (z) payment for vacation time accrued as of the Date of Termination but unused (such amounts under clauses (x), (y) and (z), collectively the "“Accrued Obligations"”). In addition, in the event of any such termination of Executive's ’s employment, provided if Executive executes and delivers to the Company a Separation Agreement and General Release and Discharge of Claims (that shall not impose upon Executive any broader restrictive covenant or post-employment limitation than those contained substantially in this Agreement) in a the form acceptable to approved by the Company, Executive (or, following his death, Executive's estate) shall be entitled to the following payments and benefits, as liquidated damages: (A) continued payments of Base Salary and the Base Salarycar allowance described in Section 7(b), payable in installments in accordance with the Company's ’s regular payroll policies, for the period beginning on the Date of Termination and ending on the eighteen months one (1) year anniversary of the Date of Termination (the "“Severance Period"”), such amounts to be inclusive of any payments made during any period of Garden Leave; (B) a portion of Executive's ’s Annual Bonus for the fiscal year of the Company during which Executive was employed that includes the Date of Termination, such portion to equal the product (such product, the "Pro “Pro-Rata Bonus"”) of (1) the Annual Bonus that would have been payable to Executive for such fiscal year had he Executive remained employed for the entire fiscal year and as though Executive and year, determined based on the extent to which the Company each achieved (but not exceeded) actually achieves the target performance objectives goals for such year established by the Board or a committee thereofpursuant to Section 5, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Termination and the denominator of which is equal to 365, such amount to be payable to Executive within five (5) business days following the date (the "“Bonus Payment Date"”) annual bonuses for such fiscal year are actually paid by the Company to its active executives; (C) payment of an amount equal to 150% of the Average Annual Bonus (as defined below), such amount to be paid in two equal installments, the first such installment to be paid within five business days following the Bonus Payment Date for the fiscal year of the Company that includes the Date of Termination and the second such installment to be paid within five business days following the Bonus Payment Date for the next succeeding fiscal year of the Company; and (D) continued coverage during the Severance Period under the Company's medical ’s medical, dental and dental life insurance plans referred to in Section 5 (the "Continued Benefits"7(a) for Executive and his eligible dependents participating in such plans immediately prior to the Date of Termination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by active senior executives of the Company under the terms of such plans as in effect from time to time; and (D) at the discretion of the Company, the services of an outplacement agency as selected by and for such period of time as determined by the Chief Human Resources Officer of Burger King Corporation. Executive shall not have a duty to mitigate the costs to the Company under this Section 9(f)(i), nor shall any payments from the Company to Executive of Base Salary or Pro-Rata Bonus be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined in Section 20(k) below) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverage. (ii) If Executive’s employment shall terminate upon his death or if the Company shall terminate Executive’s employment for Cause or due to Executive’s Disability or Executive shall resign from his employment without Good Reason, in any such case during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Accrued Obligations within thirty (30) days following the Date of Termination, provided that in the event of Executive’s death, the said 30-day period for making such payment shall commence from the date of production to the Company of such evidence or information in respect of the Executive’s estate as the Company may require. In addition, if Executive’s employment shall terminate upon his death or be terminated by the Company due to Executive’s Disability during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Pro-Rata Bonus, if any, in one lump sum within five (5) business days following the Bonus Payment Date for the fiscal year of the Company that includes the Date of Termination. (iii) Except as specifically set forth in this Section 9(f), no termination benefits shall be payable to or in respect of Executive’s employment with the Company or its Affiliates.

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's employment by the Company Instinet Without Cause or a termination by Executive of his employment for Good Reason during the Employment Period, the Company Instinet shall pay to Executive (or, following his death, to Executive's estate) within 30 days of the Date of Termination his (x) full Base Salary through the Date of Termination, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Termination that are subject to reimbursement pursuant to Section 6(b) and (z) payment for vacation time accrued as of the Date of Termination but unused (such amounts under clauses (x), (y) and (z), collectively the "Accrued Obligations"). In addition, in the event of any such termination of Executive's employment, provided Executive executes and delivers to the Company Instinet a Release and Discharge of Claims (that shall not impose upon Executive any broader restrictive covenant or post-employment limitation than those contained in this Agreement) in a substantially the form acceptable to the Companyattached hereto as Exhibit A, Executive (or, following his death, Executive's estate) shall be entitled to the following payments compensation and benefitsbenefits upon the effectiveness of such Release of Claims, as which shall constitute liquidated damagesdamages for all purposes: (A) continued payments of the Base Salary, payable in installments in accordance with the CompanyInstinet's regular payroll policies, for the period beginning on the Date of Termination and ending on the eighteen months first anniversary of the Date of Termination (the "Severance Period"); (B) a portion of Executive's pro rata Bonus for the fiscal year of the Company ProTrader that includes the Date of Termination, such portion to equal the product Termination (such product, the "Pro Rata BonusAccrued Bonus Amount") of in an amount equal to (1i) the Bonus that would have been payable to Executive for if such year had he remained employed for the entire termination occurs during fiscal year and as though Executive and the Company each achieved (but not exceeded) the target performance objectives for such year established by the Board or a committee thereof2001, $250,000 multiplied by (2) a fraction, the numerator of which is equal to the number of calendar days in such fiscal year that precede prior to the Date of Termination and the denominator of which is equal to 365365 and (ii) if such termination occurs during fiscal year 2002 or fiscal year 2003, such amount to be the Bonus that would have been payable to Executive within five business days following pursuant to Section 4(a) hereof had Executive's employment with Instinet continued until the date last day of such fiscal year determined based solely on the Pretax Earnings of ProTrader for the period (the "Accrued Bonus Payment DatePeriod") annual bonuses for such beginning on the first day of the relevant fiscal year are actually paid by and ending on the Company to its active executives; (C) payment Date of an amount equal to 150% Termination after pro rating both the numerator and denominator of the Average Annual Bonus (as defined below), such amount to be paid fraction described in two equal installmentsSection 4(a)(ii)(B) by multiplying each by a fraction, the first such installment to be paid within five business numerator of which is the number of calendar days following in the Bonus Payment Date for the relevant fiscal year of the Company that includes prior to the Date of Termination and the second such installment denominator of which is 365; provided that in the case of any Accrued Bonus Amount payable to Executive for the 2003 fiscal year, the amount payable pursuant to this Section 7(f)(i)(B) shall be reduced by the amount of any pro rata bonus payable to Executive pursuant to Section 2(a) of this Agreement. The Accrued Bonus Amount shall be paid within five business days to Executive as soon as reasonably practicable following delivery to the Bonus Payment Date Board of the audited financial statements of ProTrader for the next succeeding fiscal year of ProTrader that includes the CompanyDate of Termination, but in no event later than March 1 of the following year; and (DC) continued coverage during the Severance Period under the CompanyInstinet's medical and dental health insurance plans referred to in Section 5 (the "Continued Benefits") for Executive and his eligible dependents participating in such plans immediately prior to the Date of Termination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by senior executives of the Company Instinet under the generally applicable terms of such plans as in effect from time to time. Executive shall not have a duty to mitigate the costs to Instinet under this Section 7(f)(i), nor shall any payments from Company to Executive of Base Salary and Continued Benefits be reduced or canceled to the extent of any compensation, fees or comparable benefit coverage earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined below) for which Executive performs services, including but not limited to consulting services. The foregoing not withstanding, should Executive receive benefits coverage by a subsequent employer during the Severance Period, all healthcare medical benefits coverage provided by Instinet to Executive shall immediately terminate. (ii) If Executive's employment shall terminate upon his death or Disability or if Instinet shall terminate Executive's employment for Cause or Executive shall terminate his employment without Good Reason in any such case during the Employment Period, Instinet shall pay to Executive (or, in the event of Executive's death, to his estate) the Accrued Obligations plus one month's base salary within 30 days following the Date of Termination. Executive shall remain entitled to all benefits under COBRA. In addition, if Executive's employment shall terminate upon his death or Disability during the Employment Period in fiscal year 2001, 2002 or 2003, Instinet shall pay to the Executive (or, in the event of Executive's death, to his estate) the Accrued Bonus Amount, determined in accordance with Section 7(f)(i)(B) if any, in one lump sum within five business days following the Bonus Payment Date for the fiscal year of Instinet that includes the Date of Termination. (iii) Except as specifically set forth in this Section 7(f), no benefits payable to Executive under any otherwise applicable plan, policy, program or practice of Instinet or its Affiliates in which Executive was a participant during his employment with Instinet or any of its Affiliates (including, without limitation, ProTrader) shall be limited by this Section 7(f), provided that Executive shall not be entitled to receive any compensation, benefits or other payments under any such plan, policy, program or practice providing any bonus or incentive compensation or severance compensation or benefits (and the provisions of this Section 7(f) shall supersede the provisions of any such plan, policy, program or practice). The provisions of this paragraph shall not be construed to waive or undermine Executive's rights under the Purchase Agreement, or under the Option Plan with respect to any options previously granted Executive as of the Termination Date.

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's employment by the Company Without Cause or a termination by Executive of his Executive's resignation from employment for Good Reason during the Employment Period, the Company shall pay to Executive (or, following his death, to Executive's estate), within thirty (30) within 30 days of the Date of Termination his Termination, (x) full his Base Salary through the Date of Termination, to the extent not previously paid; (y) the pro-rata amount of the Annual Bonus (based on the amount paid for the previous year) which is accrued through the date of termination; and (z) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Termination that are subject to reimbursement pursuant to Section 6(b) the terms hereof, and (z) payment for vacation paid time off accrued as of the Date of Termination but unused (such amounts under clauses (x), (y) and (z), collectively the "Accrued Obligations"). In addition, in the event of any such termination of Executive's employment, provided if Executive executes and delivers to the Company a Release and Discharge of All Claims (that shall not impose upon Executive any broader restrictive covenant or post-employment limitation than those contained substantially in this Agreement) in a the form acceptable to approved by the Company, Executive (or, following his death, Executive's estate) shall be entitled to the following payments and benefits, as liquidated damages: (A) continued payments of the Executive's Base Salary (at the Base SalarySalary being paid on the Date of Termination), for the longer of: (x) the remaining Employment Period or (y) one (1) year (the "Severance Period"), payable in installments in accordance with the Company's regular payroll policies, policies for the period beginning on the Date of Termination and ending on the eighteen months anniversary of the Date of Termination (the "Severance Period"); (B) a portion of Executive's Bonus for the fiscal one year of the Company that includes after the Date of Termination, such portion with the balance, if any, being paid pursuant to equal a lump sum payment on the product one year anniversary date of the Date of Termination; and (such product, the "Pro Rata Bonus") of (1B) the Executive's Annual Bonus that (at the amount of the Annual Bonus paid to the Executive for the year prior to the Date of Termination) which would have been payable paid to the Executive for such year had he remained employed Executive's employment continued for the entire fiscal year and as though Executive and the Company each achieved (but not exceeded) the target performance objectives Severance Period, duly apportioned for such year established by the Board or a committee thereof, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Termination and the denominator of which is equal to 365any partial year, such amount to be payable to Executive within five business days following on the one year anniversary date (of the "Bonus Payment Date") annual bonuses for such fiscal year are actually paid by the Company to its active executives;Date of Termination; and (C) payment the Executive shall receive "Years of an amount equal Service" credit for the number of years comprising the Severance Period for purposes of accruing the Executive's benefit under the Company's Executive Retirement Plan and the Final Average Earnings thereunder for the Severance Period shall be determined based on the Base Salary being paid on the Date of Termination and the Annual Bonus paid to 150% the Executive for the year prior to the Date of Termination; (D) the Executive shall automatically vest in all employee welfare and benefit plans in which the Executive was participating as of the Average Annual Bonus Date of Termination and such benefits shall be paid to Executive in accordance with the terms of such plans; (as defined belowE) the Company shall provide outplacement services to Executive for up to ninety (90) days. Executive shall not have a duty to mitigate the costs to the Company under this Section 8(f)(i), such amount nor shall any payments from the Company to Executive hereunder be reduced, offset or canceled by any compensation or fees earned by (whether or not paid in two equal installments, currently) or offered to Executive during the first such installment to be paid within five business days following the Bonus Payment Date for remainder of the fiscal year of the Company that includes the Date of Termination and by a subsequent employer or other Person (as defined below in Section 18(k) below) for which Executive performs services, including, but not limited to, consulting services. (ii) If Executive's employment shall terminate upon his death or if the second Company shall terminate Executive's employment for Cause or due to Executive's Disability or Executive shall resign from his employment without Good Reason, in any such installment case during the Employment Period, the Company shall pay to be paid Executive (or, in the event of Executive's death, to his estate) the Accrued Obligations within five business thirty (30) days following the Bonus Payment Date for the next succeeding fiscal year of the Company; and (D) continued coverage during the Severance Period under the Company's medical and dental insurance plans referred to in Section 5 (the "Continued Benefits") for Executive and his eligible dependents participating in such plans immediately prior to the Date of Termination. (iii) Except as specifically set forth in this Section 8(f), subject no termination benefits shall be payable to timely payment by Executive or in respect of all premiums, contributions and other co-payments required to be paid by senior executives of Executive's employment with the Company under or its Affiliates. (iv) The Company shall have the terms of such plans as in effect from time right to timeapply and set off against the Accrued Obligations or any other amounts owing to Executive hereunder, any amounts owing by the Executive to the Company, whether pursuant to this Agreement or otherwise.

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's ’s employment by the Company Without Cause or a termination by Executive of his Executive’s resignation from employment for Good Reason during the Employment Period, the Company shall pay to Executive (or, following his death, to Executive's ’s estate), within thirty (30) within 30 days of the Date of Termination his Termination, (x) full his Base Salary through the Date of Termination, to the extent not previously paid; (y) the pro-rata amount of the Annual Bonus (based on the amount paid for the previous year) which is accrued through the date of termination; and (z) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Termination that are subject to reimbursement pursuant to Section 6(b) the terms hereof, and (z) payment for vacation paid time off accrued as of the Date of Termination but unused (such amounts under clauses (x), (y) and (z), collectively the "“Accrued Obligations"”). In addition, in the event of any such termination of Executive's ’s employment, provided if Executive executes and delivers to the Company a Release and Discharge of All Claims (that shall not impose upon Executive any broader restrictive covenant or post-employment limitation than those contained substantially in this Agreement) in a the form acceptable to approved by the Company, Executive (or, following his death, Executive's ’s estate) shall be entitled to the following payments and benefits, as liquidated damages: (A) continued payments of the Executive’s Base Salary (at the Base SalarySalary being paid on the Date of Termination), for the longer of: (x) the remaining Employment Period (assuming Executive’s employment had not terminated) or (y) one (1) year (the “Severance Period”), payable in installments in accordance with the Company's ’s regular payroll policies, policies for the period beginning on the Date of Termination and ending on the eighteen months anniversary of the Date of Termination (the "Severance Period"); (B) a portion of Executive's Bonus for the fiscal one year of the Company that includes after the Date of Termination, such portion with the balance, if any, being paid pursuant to equal a lump sum payment on the product one year anniversary date of the Date of Termination; and (such product, the "Pro Rata Bonus") of (1B) the Executive’s Annual Bonus that (at the amount of the Annual Bonus paid to the Executive for the year prior to the Date of Termination) which would have been payable paid to the Executive for such year had he remained employed Executive’s employment continued for the entire fiscal year and as though Executive and the Company each achieved (but not exceeded) the target performance objectives Severance Period, duly apportioned for such year established by the Board or a committee thereof, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Termination and the denominator of which is equal to 365any partial year, such amount to be payable to Executive within five business days following on the one year anniversary date of the Date of Termination; and (C) the "Bonus Payment Date"Executive shall automatically vest in all employee welfare and benefit plans in which the Executive was participating as of the Date of Termination and such benefits shall be paid to Executive in accordance with the terms of such plans; and (D) annual bonuses the Company shall provide outplacement services to Executive for such fiscal year are actually paid up to ninety (90) days. (E) The Company and Executive agree that each payment made by the Company to its active executives;Executive pursuant to subsections (A) and (B) of this Section 8(f)(i) shall be deemed to be a separate and distinct payment for purposes of Internal Revenue Code Section 409A and the related regulations, as opposed to an annuity or other collective series of payments. (CF) payment of an amount equal Notwithstanding anything to 150% of the Average Annual Bonus (as defined below)contrary contained herein, such to the extent the aggregate amount to be paid to the Executive pursuant to Subsections (A) and (B) of this Section 8(f)(i) during the six (6) months following the Date of Termination exceeds two (2) times the maximum amount that may be taken into account under a qualified retirement plan pursuant to Section 401(a)(17) of the Internal Revenue Code of 1986, as amended (“Code”), for the calendar year of such Date of Termination (the “401(a)(17) Limit”), then payment of such amount that is in excess of two equal installments, (2) times the first such installment to 401(a)(17) Limit shall not be paid within five business days during the sixth (6) months following the Bonus Payment Date for of Termination but instead shall be paid in a lump sum payment on the next day after the date which is six (6) months following the Date of Termination. Executive shall not have a duty to mitigate the costs to the Company under this Section 8(f)(i), nor shall any payments from the Company to Executive hereunder be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the remainder of the fiscal year of the Company that includes the Date of Termination and by a subsequent employer or other Person (as defined below in Section 18(k) below) for which Executive performs services, including, but not limited to, consulting services. (ii) If Executive’s employment shall terminate upon his death or if the second Company shall terminate Executive’s employment for Cause or due to Executive’s Disability or Executive shall resign from his employment without Good Reason, in any such installment case during the Employment Period, the Company shall pay to be paid Executive (or, in the event of Executive’s death, to his estate) the Accrued Obligations within five business thirty (30) days following the Bonus Payment Date for the next succeeding fiscal year of the Company; and (D) continued coverage during the Severance Period under the Company's medical and dental insurance plans referred to in Section 5 (the "Continued Benefits") for Executive and his eligible dependents participating in such plans immediately prior to the Date of Termination. (iii) Except as specifically set forth in this Section 8(f), subject no termination benefits shall be payable to timely payment by Executive or in respect of all premiums, contributions and other co-payments required to be paid by senior executives of Executive’s employment with the Company or its Affiliates. (iv) The Company shall have the right to apply and set off against the Accrued Obligations or any other amounts owing to Executive hereunder, any amounts owing by the Executive to the Company, whether pursuant to this Agreement or otherwise. Notwithstanding the foregoing, such set off shall not accelerate the time or schedule of a payment of Deferred Compensation except as permitted under the terms of such plans as in effect from time to timeTreasury Regulation Section 1.409A-3(j)(4)(xiii).

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's employment by the Company Without Cause or a termination by Executive of his employment for Good Reason during the Employment Period, the Company shall pay to Executive (or, following his death, to Executive's estate) within 30 days of the Date of Termination his (x) full Base Salary through the Date of Termination, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Termination that are subject to reimbursement pursuant to Section 6(b) and (z) payment for vacation time accrued as of the Date of Termination but unused (such amounts under clauses (x), (y) and (z), collectively the "Accrued Obligations"). In addition, in the event of any such termination of Executive's employment, provided Executive executes and delivers to the Company a Release and Discharge of Claims (that shall not impose upon Executive any broader restrictive covenant or post-employment limitation than those contained in this Agreement) in a form acceptable to the Company, Executive (or, following his death, Executive's estate) shall be entitled to the following payments and benefits, as liquidated damages: (A) continued payments of the Base Salary, payable in installments in accordance with the Company's regular payroll policies, for the period beginning on the Date of Termination and ending on the eighteen months anniversary of the Date of Termination November 30, 2004 (the "Severance Period"); (B) a portion of Executive's Bonus for the fiscal year of the Company that includes the Date of Termination, such portion to equal the product (such product, the "Pro Rata Bonus") of (1) the Bonus that would have been payable to Executive for such year had he remained employed for the entire fiscal year and as though had Executive and the Company each achieved (but not exceeded) the target performance objectives for such year established by the Board or a committee thereof, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Termination and the denominator of which is equal to 365, such amount to be payable to Executive within five business days following the date (the "Bonus Payment Date") annual bonuses for such fiscal year are actually paid by the Company to its active executives; (C) payment of an amount equal to 150% the product of (1) the Average Annual Bonus (as defined below)) multiplied by (2) a fraction, the numerator of which is equal to the total number of days (working or non-working) remaining between the Date of Termination and November 30, 2004, and the denominator of which is 365, such amount to be paid in two equal installments, the first such installment to be paid within five business days following the Bonus Payment Date for the fiscal year of the Company that includes the Date of Termination and the second such installment to be paid within five business days following the Bonus Payment Date for the next succeeding fiscal year of the Company; andTermination; (D) continued coverage during the Severance Period under the Company's medical and dental insurance plans referred to in Section 5 (the "Continued Benefits") for Executive and his eligible dependents participating in such plans immediately prior to the Date of Termination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by senior executives of the Company under the terms of such plans as in effect from time to time.