Common use of Payments Upon Termination of Employment Clause in Contracts

Payments Upon Termination of Employment. (a) If during the Termination Period the employment of the Executive shall terminate, other than by reason of a Nonqualifying Termination, then the Company shall pay to the Executive (or the Executive's beneficiary or estate) within 30 days following the Date of Termination, as compensation for services rendered to the Company: (1) a cash amount equal to the sum of (i) the Executive's full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid, (ii) the Executive's annual bonus in an amount at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the three fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 5) in an amount equal to (i) the Executive's highest annual base salary from the Company in effect during the 12-month period prior to the Date of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the five fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Company. (b) For a period of eighteen months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and the Company shall pay all costs of the continuation of such insurance coverage. (c) For a period of twelve months commencing on the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If during the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying Termination, then the Company shall pay to the Executive within 30 days following the Date of Termination, a cash amount equal to the sum of: (1) the Executive's full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid, and (2) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid.

Payments Upon Termination of Employment. (a) If during Executive's employment with the Company is terminated by reason of: (i) Executive's abandonment of Executive’s employment or Executive's resignation for any reason (whether or not such resignation is set forth in writing or otherwise communicated to the Company); (ii) termination of Executive's employment by the Company for Cause (as defined below); or (iii) termination of Executive's employment by the Company without Cause following expiration of the Term; the Company shall pay to Executive his or her then-current base salary through the Termination Period Date and any and all other benefits to which Executive may be entitled under any applicable Company policy, plan or procedure (without duplication of benefits). (b) Except in the case of a Change in Control, which is governed by Section 10(c) below, if Executive's employment with the Company is terminated by the Company pursuant to Section 9(a)(i) effective prior to the expiration of the Executive shall terminate, Term for any reason other than by reason of a Nonqualifying Terminationfor Cause (as defined below), then the Company shall pay to the Executive (or the Executive's beneficiary or estate, subject to Section 10(g) within 30 days following the Date of Termination, as compensation for services rendered this Agreement and in addition to the Companyconsideration described in Section 4(b) above, the following amounts: (1) a cash amount equal to the sum of (i) the Executive's full annual ’s then-current base salary from the Company through the Date of Termination, to the extent not theretofore paid, Termination Date; (ii) the Executive's annual bonus in an amount at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus paid or payable, including by reason pro rata portions of any deferral, quarterly and annual non-equity bonus payouts under any non-equity incentive-based compensation plans then in effect (provided that any applicable performance measures are achieved); and (iii) the amount of Executive’s then current base salary that Executive would have received from the Termination Date through the date that is nine months following such Termination Date. Any amount payable to the Executive pursuant to Section 10(b)(iii) shall be subject to deductions and withholdings and shall be paid to Executive by the Company in respect of the three fiscal years same periodic installments in accordance with the Company's regular payroll practices commencing on the first normal payroll date of the Company (or such portion thereof during which following the expiration of all applicable rescission periods provided by law. Any amount payable to Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 510(b)(ii) in an amount equal shall be subject to (i) the Executive's highest annual base salary from the Company in effect during the 12-month period prior deductions and withholdings and shall be paid to the Date of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect the same manner and at the same time that incentive bonus payments are made to current employees of the five fiscal years Company, but no earlier than the first normal payroll date of the Company (or such portion thereof during which following the Executive performed services for expiration of all applicable rescission periods provided by law and no later than March 15th of the Company if year following the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control Termination Date occurs, provided, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Company. (b) For a period of eighteen months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and the Company shall pay all costs of the continuation of such insurance coverage. (c) For If Executive's employment is terminated by the Company without Cause following a period Change in Control as defined in this Agreement and before the end of twelve months commencing on the Date of TerminationTerm, or if the Executive shall receive outplacement assistance services from an outplacement agency selected Executive's employment is terminated by the Executive for Good Reason following a Change in Control and before the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If during the Termination Period the employment end of the Executive shall terminate by reason of a Nonqualifying TerminationTerm, then the Company shall pay to the Executive within 30 days following the Date of TerminationExecutive, a cash amount equal subject to the sum of: (1) the Executive's full annual compliance with Section 10(g) of this Agreement, the lesser of the total of Executive’s then current base salary from the Company and prorated non-equity incentive bonus payouts as referenced above through the Date end of Terminationthe Term of the Agreement, to the extent not theretofore paid, and (2) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paidor nine months of Executive’s current base salary.

Payments Upon Termination of Employment. (a) If during Executive’s employment with the Company is terminated by reason of: (i) Executive’s abandonment of Executive’s employment or Executive’s resignation for any reason (whether or not such resignation is set forth in writing or otherwise communicated to the Company); (ii) termination of Executive’s employment by the Company for Cause (as defined below); or (iii) termination of Executive’s employment by the Company without Cause following expiration of the Term; the Company shall pay to Executive his or her then-current base salary through the Termination Period Date and any and all other benefits to which Executive may be entitled under any applicable Company policy, plan or procedure (without duplication of benefits). (b) Except in the case of a Change in Control, which is governed by Section 10(c) below, if Executive’s employment with the Company is terminated by the Company pursuant to Section 9(a)(i) effective prior to the expiration of the Executive shall terminate, Term for any reason other than by reason of a Nonqualifying Terminationfor Cause (as defined below), then the Company shall pay to the Executive (or the Executive's beneficiary or estate, subject to Section 10(g) within 30 days following the Date of Termination, as compensation for services rendered this Agreement and in addition to the Companyconsideration described in Section 4(b) above, the following amounts: (1) a cash amount equal to the sum of (i) the Executive's full annual ’s then-current base salary from the Company through the Date of Termination, to the extent not theretofore paid, Termination Date; (ii) the Executive's annual bonus in an amount at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus paid or payable, including by reason pro rata portions of any deferral, quarterly and annual non-equity bonus payouts under any non-equity incentive-based compensation plans then in effect (provided that any applicable performance measures are achieved); and (iii) the amount of Executive’s then current base salary that Executive would have received from the Termination Date through the date that is nine months following such Termination Date. Any amount payable to the Executive pursuant to Section 10(b)(iii) shall be subject to deductions and withholdings and shall be paid to Executive by the Company in respect of the three fiscal years same periodic installments in accordance with the Company’s regular payroll practices commencing on the first normal payroll date of the Company (or such portion thereof during which following the expiration of all applicable rescission periods provided by law. Any amount payable to Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 510(b)(ii) in an amount equal shall be subject to (i) the Executive's highest annual base salary from the Company in effect during the 12-month period prior deductions and withholdings and shall be paid to the Date of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect the same manner and at the same time that incentive bonus payments are made to current employees of the five fiscal years Company, but no earlier than the first normal payroll date of the Company (or such portion thereof during which following the Executive performed services for expiration of all applicable rescission periods provided by law and no later than March 15th of the Company if year following the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control Termination Date occurs, provided, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Company. (b) For a period of eighteen months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and the Company shall pay all costs of the continuation of such insurance coverage. (c) For If Executive’s employment is terminated by the Company without Cause following a period Change in Control as defined in this Agreement and before the end of twelve months commencing on the Date of TerminationTerm, or if the Executive shall receive outplacement assistance services from an outplacement agency selected Executive’s employment is terminated by the Executive for Good Reason following a Change in Control and before the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If during the Termination Period the employment end of the Executive shall terminate by reason of a Nonqualifying TerminationTerm, then the Company shall pay to Executive, subject to Executive’s compliance with Section 10(g) of this Agreement, the Executive within 30 days following lesser of the Date total of Termination, a cash amount equal to the sum of: (1) the Executive's full annual ’s then current base salary from the Company and prorated non-equity incentive bonus payouts as referenced above through the Date end of Terminationthe Term of the Agreement, to the extent not theretofore paid, and (2) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paidor nine months of Executive’s current base salary.

Payments Upon Termination of Employment. (a) If during Executive's employment with the Company is terminated by reason of: (i) Executive's abandonment of Executive’s employment or Executive's resignation for any reason (whether or not such resignation is set forth in writing or otherwise communicated to the Company); (ii) termination of Executive's employment by the Company for Cause (as defined below); or (iii) termination of Executive's employment by the Company without Cause following expiration of the Term; the Company shall pay to Executive his or her then-current base salary through the Termination Period Date and any and all other benefits to which Executive may be entitled under any applicable Company policy, plan or procedure (without duplication of benefits). (b) Except in the case of a Change in Control, which is governed by Section 10(c) below, if Executive's employment with the Company is terminated by the Company pursuant to Section 9(a)(i) effective prior to the expiration of the Executive shall terminate, Term for any reason other than by reason of a Nonqualifying Terminationfor Cause (as defined below), then the Company shall pay to the Executive (or the Executive's beneficiary or estate, subject to Section 10(h) within 30 days following the Date of Termination, as compensation for services rendered this Agreement and in addition to the Companyconsideration described in Section 4(b) above, the following amounts: (1) a cash amount equal to the sum of (i) the Executive's full annual ’s then-current base salary from the Company through the Date of Termination, to the extent not theretofore paid, Termination Date; (ii) the Executive's annual bonus in an amount at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus paid or payable, including by reason pro rata portions of any deferral, quarterly and annual non-equity bonus payouts under any non-equity incentive-based compensation plans then in effect (provided that any applicable performance measures are achieved); and (iii) the amount of Executive’s then current base salary that Executive would have received from the Termination Date through the date that is nine months following such Termination Date. Any amount payable to the Executive pursuant to Section 10(b)(iii) shall be subject to deductions and withholdings and shall be paid to Executive by the Company in respect of the three fiscal years same periodic installments in accordance with the Company's regular payroll practices commencing on the first normal payroll date of the Company (or such portion thereof during which following the expiration of all applicable rescission periods provided by law. Any amount payable to Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 510(b)(ii) in an amount equal shall be subject to (i) the Executive's highest annual base salary from the Company in effect during the 12-month period prior deductions and withholdings and shall be paid to the Date of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect the same manner and at the same time that incentive bonus payments are made to current employees of the five fiscal years Company, but no earlier than the first normal payroll date of the Company (or such portion thereof during which following the Executive performed services for expiration of all applicable rescission periods provided by law and no later than March 15th of the Company if year following the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control Termination Date occurs, provided, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Company. (b) For a period of eighteen months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and the Company shall pay all costs of the continuation of such insurance coverage. (c) For If Executive's employment is terminated by the Company without Cause following a period Change in Control as defined in this Agreement and before the end of twelve months commencing on the Date of TerminationTerm, or if the Executive shall receive outplacement assistance services from an outplacement agency selected Executive's employment is terminated by the Executive for Good Reason following a Change in Control and before the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If during the Termination Period the employment end of the Executive shall terminate by reason of a Nonqualifying TerminationTerm, then the Company shall pay to the Executive within 30 days following the Date of TerminationExecutive, a cash amount equal subject to the sum of: (1) the Executive's full annual compliance with Section 10(h) of this Agreement, the lesser of the total of Executive’s then current base salary from the Company and prorated non-equity incentive bonus payouts as referenced above through the Date end of Terminationthe Term of the Agreement, to the extent not theretofore paid, and (2) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paidor nine months of Executive’s current base salary.

Payments Upon Termination of Employment. (a) If If, during the Termination Period Period, the employment of the Executive shall terminate, other than by reason of a Nonqualifying Termination, then the Executive shall be entitled to the following payments and benefits: (1) The Company shall pay to the Executive (or the Executive's ’s beneficiary or estate) within 30 days following after the Date of TerminationTermination (except as otherwise provided for in Section 14), as compensation for services rendered to the CompanyCompany and its Affiliates: (1i) a lump sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 4) equal to the sum of (ix) the Executive's full annual ’s base salary from the Company and its Affiliates through the Date of Termination, to the extent not theretofore paid, (iiy) the Executive's ’s annual bonus under the Company’s or its Affiliates’ annual bonus plan earned with respect to the fiscal year immediately prior to the fiscal year in which the Date of Termination occurs, to the extent not theretofore paid and (z) an amount equal to the Executive’s target annual bonus (without regard to any amounts that would otherwise be deferred) immediately prior to the Change in Control (or if higher, the Executive’s target annual bonus in an respect of the fiscal year in which the Date of Termination occurs), multiplied (in the case of clause (z) only) by a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable; plus (ii) a lump sum cash amount at least (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 4) equal to the sum of [one (1)] [two (2)] [three (3)] times the Executive’s highest annualized annual base salary from the Company and its Affiliates (for without regard to any fiscal year consisting amounts that would otherwise be deferred) in effect during the 12-month period prior to the Date of less than 12 full months or with respect Termination and [one (1)] [two (2)] [three (3)] times the Executive’s target annual bonus (without regard to which any amounts that would otherwise be deferred) immediately prior to the Date of Termination (or, if higher, the average of the annual bonuses earned by the Executive has been employed by the Company for less than 12 full months) bonus paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the three fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and ). (iii) any In the event that the aggregate cash severance and consulting compensation previously deferred payable under the Employment Agreement would exceed the amounts payable to the Executive pursuant to this Section 3(a)(1), then the Executive shall be entitled to the cash severance and consulting compensation payable under the Employment Agreement in lieu of the amounts payable pursuant to this Section 3(a)(1). Subject to Sections 3(d) and 14 of this Agreement, such amounts shall be paid by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case Company to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 5) in an amount equal to (i) the Executive's highest annual base salary from the Company in effect during the 12-month period prior to Executive within 30 days after the Date of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the five fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Company. (b2) For a period of eighteen months [one] [two] [three] years commencing on the Date of Termination, the Company shall and its Affiliates shall, to the extent permitted under the applicable plans, continue to keep in full force and effect all policies of medical, accident, disability and life insurance benefits with respect to the Executive and his the Executive’s dependents with substantially the same level of coverage, upon substantially the same terms and otherwise to the same extent as such policies benefits shall have been in effect immediately prior to the Date Change in Control or, if more favorable to the Executive, as provided generally with respect to other peer employees of Termination the Company and its Affiliates, and the Company and the Executive shall pay all share the costs of the continuation of such insurance benefit coverage in the same proportion as such costs were shared immediately prior to the Change in Control. To the extent the Company is unable to provide such benefit coverage for reasons other than cost, the Company shall reimburse the Executive for the amount necessary for the Executive to acquire comparable benefit coverage, reduced by the portion of the applicable premiums otherwise payable by the Executive, with such reimbursement to be made not later than 90 days after the date on which the Executive submits to the Company all required documentation evidencing the reimbursable expense, but in no event later than the end of the calendar year following the calendar year in which the expense was incurred. After the expiration of such [one] [two] [three]-year period, the Executive shall be entitled to continue the Executive’s medical coverage under applicable law (COBRA), at Executive’s expense. (c3) Each long-term incentive award granted to the Executive, including without limitation each option, restricted stock, restricted stock unit and other equity-based award, shall become fully vested, and to the extent any such award is subject to the attainment of specified performance measures, such performance measures shall be deemed satisfied at the target level. (4) For a period of twelve [twelve] [six] months commencing on the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d5) If Except as otherwise provided for in Section 3(a)(1), any amounts paid or benefits provided pursuant to this Section 3(a) shall be paid in lieu of any other amount of severance or consulting compensation that would otherwise be received by the Executive upon termination of employment of the Executive under any severance plan, policy or arrangement of the Company or its Affiliates, including any severance or consulting compensation payable under the Employment Agreement. To be eligible for any payments under this Section 3(a), the Executive must execute and deliver to the Company, within 21 days after the Executive’s Date of Termination, a final and complete release in a form that is reasonably acceptable to and approved by the Company (and not revoke such release). (b) If, during the Termination Period Period, the employment of the Executive shall terminate by reason of a Nonqualifying Termination, or if for any other reason the Executive is not entitled to the payments and benefits set forth in Section 3(a), then the Company rights of the Executive to severance or consulting compensation shall pay be determined pursuant to the terms of the Employment Agreement. (c) If the Executive’s employment is terminated by the Company without Cause prior to a Change in Control at the direction or request of any person or group contemplating a Change in Control, and a Change in Control involving such person or group is thereafter consummated within 12 months following such direction or request, then for purposes of this Agreement the employment of the Executive shall be deemed to have been terminated as of the first day of the Termination Period and the Executive shall be entitled to the benefits set forth in Section 3(a); provided that such benefits shall be reduced and offset by any severance or consulting benefits received by the Executive prior to the consummation of such Change in Control pursuant to the Employment Agreement or otherwise; and provided further that the Executive executes a release as contemplated by Section 3(a). Any amounts payable pursuant to this Section 3(c) shall be paid within 30 days following the Date of TerminationChange in Control, a cash amount equal to the sum of:except as otherwise provided for in Section 14. (1d) Notwithstanding any other provision in this Agreement, if the Executive's full annual base salary from Executive shall be entitled to any amounts payable pursuant to Section 3(a) or Section 3(c) in respect of a Change in Control which does not constitute a “change in control event” within the Company through meaning of Treasury Regulation §1.409A-3(i)(5), and such Executive is a party to an Employment Agreement that, but for this Agreement, would provide for the Date payment of Terminationseverance benefits at a time or in a form that is different than the time and form of payment under this Agreement, then to the extent not theretofore paidnecessary to comply with Section 409A of the Code and subject to Section 14 of this Agreement, and (2the amounts payable pursuant to Section 3(a) any compensation previously deferred by or Section 3(c) shall be payable at the same time and in the same form as provided under such Employment Agreement. For the avoidance of doubt, nothing in this Section 3(d) is intended to reduce the aggregate amount payable to the Executive (together with any interest and earnings thereonpursuant to Section 3(a) and any accrued vacation pay, in each case to the extent not theretofore paidor 3(c) of this Agreement.

Payments Upon Termination of Employment. (a) If during Executive's employment with the Company is terminated by reason of: (i) Executive's abandonment of his employment or Executive's resignation for any reason (whether or not such resignation is set forth in writing or otherwise communicated to the Company); (ii) termination of Executive's employment by the Company for Cause (as defined below); or (iii) termination of Executive's employment by the Company without Cause following expiration of the Term; or the Company shall pay to Executive his then-current base salary through the Termination Period Date. (b) If Executive's employment with the employment Company is terminated by the Company effective prior to the expiration of the Executive shall terminate, Term for any reason other than by reason of a Nonqualifying Terminationfor Cause (as defined below), then the Company shall pay to the Executive (or the Executive's beneficiary or estate, subject to Section 10(i) within 30 days following the Date of Termination, as compensation for services rendered to the Companythis Agreement: (1) a cash amount equal to the sum of (i) the Executive's full annual his then-current base salary from the Company through the Date of Termination, to the extent not theretofore paid, Termination Date; (ii) any earned and unpaid annual Incentive Bonus for the Executive's annual bonus fiscal quarter immediately preceding the fiscal quarter in an amount at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Termination Date occurs; and (iii) a crisp $100 xxxx from W. Xxxx Xxxxxx. Any amount payable to Executive has been employed by the Company for less than 12 full monthspursuant to Section 10(b)(ii) bonus shall be paid or payable, including by reason of any deferral, to the Executive by the Company in respect the same manner and at the same time that Incentive Bonus payments are made to current employees of the three fiscal years Company, but no earlier than the first normal payroll date of the Company (or such portion thereof during which following the Executive performed services for the Company if the Executive shall have been employed expiration of all applicable rescission periods provided by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 5) in an amount equal to (i) the Executive's highest annual base salary from the Company in effect during the 12-month period prior to the Date of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the five fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Company. (b) For a period of eighteen months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and the Company shall pay all costs of the continuation of such insurance coveragelaw. (c) For a period of twelve months commencing on the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and If Executive's employment with the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in is terminated effective prior to the aggregate. (d) If during the Termination Period the employment expiration of the Executive shall terminate Term by reason of a Nonqualifying TerminationExecutive's death or Disability, then the Company shall pay to Executive or his beneficiary or his estate, as the Executive within 30 days following the Date of Terminationcase may be, a cash amount equal to the sum of: (1) the Executive's full annual his then-current base salary from the Company through the Termination Date, any earned and unpaid quarterly Incentive Bonus for the fiscal quarter preceding the fiscal quarter in which the Termination Date occurs and a pro-rated portion of Terminationany quarterly Incentive Bonus for the fiscal quarter in which the Termination Date occurs, to based on the extent not theretofore paid, and (2) any compensation previously deferred number of days during such fiscal quarter that Executive was employed by the Executive (together with any interest Company, payable in the same manner and earnings thereon) and any accrued vacation pay, in each case at the same time that Incentive Bonus payments are made to current employees of the extent not theretofore paidCompany.

Payments Upon Termination of Employment. (a) If during Executive's employment with the Company is terminated by reason of: (i) Executive's abandonment of his employment or Executive's resignation for any reason; (ii) termination of Executive's employment by the Company for Cause (as defined below); (iii) expiration of the Term; (iv) termination of Executive's employment by the Company without Cause following expiration of the Term; or (v) Executive's death or Disability following expiration of the Term, the Company shall pay to Executive his then-current base salary through the Termination Period Date. (b) If Executive's employment with the employment Company is terminated by the Company effective prior to the expiration of the Executive shall terminate, Term for any reason other than by reason of a Nonqualifying Terminationfor Cause (as defined below), then the Company shall pay to the Executive (or the Executive's beneficiary or estate, subject to Section 10(i) within 30 days following the Date of Termination, as compensation for services rendered to the Companythis Agreement: (1) a cash amount equal to the sum of (i) the Executive's full annual his then-current base salary from the Company through the Date of Termination, to the extent not theretofore paid, Termination Date; (ii) any earned and unpaid annual Incentive Bonus for the Executive's annual bonus in an amount at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the three fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control Termination Date occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and ; (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 5) in an amount equal to (i) the Executive's highest then-current annual base salary from the Company salary, payable in effect during the 12equal installments over a twelve-month period prior pursuant to the Date Company's regular payroll practices and procedures; and (iv) an amount equal to the annual Incentive Bonus that Executive earned under Section 4(b) for the last full fiscal year of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or employment with respect the Company. Any amount payable to which the Executive has been employed by the Company for less than 12 full monthspursuant to Section 10(b)(iii) bonus, shall be subject to deductions and withholdings and shall be paid or payable, including by reason of any deferral, to the Executive by the Company in respect of equal installments in accordance with the five fiscal years Company's regular payroll practices commencing on the first normal payroll date of the Company (or such portion thereof during which following the expiration of all applicable rescission provided by law and continuing for 12 months thereafter. Any amount payable to Executive performed services for the Company if the pursuant to Sections 10(b)(ii) and 10(b)(iv) shall be paid to Executive shall have been employed by the Company in the same manner and at the same time that Incentive Bonus payments are made to current employees of the Company, but no earlier than the first normal payroll date of the Company following the expiration of all applicable rescission periods provided by law. (c) If Executive's employment with the Company is terminated effective prior to the expiration of the Term by reason of Executive's death or Disability, the Company shall pay to Executive or his beneficiary or his estate, as the case may be, his then-current base salary through the Termination Date, any earned and unpaid annual Incentive Bonus for less than such five the fiscal year period) immediately preceding the fiscal year in which the Change Termination Date occurs and a pro-rated portion of any annual Incentive Bonus for the fiscal year in Control which the Termination Date occurs, provided, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu based on the number of any other amount of severance relating to salary or bonus continuation to be received days during such fiscal year Executive was employed by the Executive upon termination of employment of Company, payable in the Executive under any severance agreement, plan, policy or arrangement same manner and at the same time that Incentive Bonus payments are made to current employees of the Company. (bd) For If, within twelve months following the occurrence of a period of eighteen months commencing on the Date of TerminationChange in Control (as defined below), Executive's employment with the Company shall continue to keep in full force is terminated by either Executive or the Company for any reason, and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately termination is effective prior to the Date of Termination and the Company shall pay all costs expiration of the continuation of such insurance coverage. (c) For a period of twelve months commencing on the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If during the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying TerminationTerm, then the Company shall pay to the Executive within 30 days following the Date Executive, subject to Sections 10(i) and 10(j) of Termination, a cash amount equal to the sum ofthis Agreement and in lieu of any payments required by Sections 10(a) or 10(b) of this Agreement: (1i) his then-current base salary through the Termination Date; (ii) any earned and unpaid annual Incentive Bonus for the fiscal year preceding the fiscal year in which the Termination Date occurs; (iii) continued payments equal to Executive's full annual then-current base salary salary, payable in equal installments pursuant to the Company's regular payroll practices and procedures, for the period from the Company Termination Date through the Date later of Termination, to twelve months or the extent not theretofore paid, expiration of the Term; and (2iv) for each full fiscal year from the Termination Date through the expiration of the Term, a payment equal to 50% of the Incentive Bonus for which Executive is eligible under Section 4(b) of this Agreement, payable at such times that Incentive Bonuses would otherwise be payable to Executive pursuant to Section 4(b) if Executive were still employed with the Company. In the event that Executive becomes eligible for payments under this Section 10(d), the Company shall be released from its obligation to make any compensation previously deferred by the Executive (together with any interest and earnings thereonpayments pursuant to Sections 10(a) and any accrued vacation pay, in each case to the extent not theretofore paidor 10(b) above.

Payments Upon Termination of Employment. (a) If during Executive's employment with the Termination Period Company is terminated: (i) by the employment of the Executive shall terminate, Company (A) for any reason other than for Cause (as defined below), or (B) by the delivery of a written notice to Executive that the Company elects not to extend the term of this Agreement, or (ii) by Executive as a result of his resignation for Good Reason (as defined below), or (iii) by reason of Executive's Disability (as defined below), the Company shall: (x) pay to Executive as severance pay an amount equal to his current base salary for the greater of (A) 6 months from the Termination Date and (B) the remaining term of the then current term of this Agreement (the "Severance Period"); (y) if Executive elects to continue his group health insurance coverage with the Company following the termination of his employment with the Company, reimburse him for the full cost of the premiums that he is required to pay to maintain during the Severance Period such coverage at the same level of coverage that was in effect as of the Termination Date; and (z) if Executive was employed by the Company hereunder for six months or more of any fiscal year as of the Termination Date, pay to Executive a Nonqualifying Terminationpro rata portion (based on the number of calendar days of employment during that fiscal year) of any incentive compensation that would have been payable to him for such fiscal year pursuant to Section 4(b) hereof as if Executive had been in the employ of the Company for the full fiscal year. No incentive compensation shall be payable to Executive with respect to any fiscal year in which Executive was employed by the Company hereunder for less than six months. Any amount payable to Executive as severance pay or reimbursement for the cost of the continuation of his group health insurance coverage hereunder shall be subject to deductions and withholdings and shall be paid to Executive by the Company in 6 (or such greater number of months as were remaining in the then current term of this Agreement, then as applicable) approximately equal monthly installments commencing on the first normal payroll date of the Company following the expiration of all applicable rescission provided by law and continuing monthly thereafter. Any amount payable to Executive as incentive compensation hereunder shall be paid to Executive by the Company in the same manner and at the same time that incentive compensation payments are made to current employees of the Company, but no earlier than the first normal payroll date of the Company following the expiration of all applicable rescission periods provided by law. The Company shall be entitled to cease making reimbursement payments to Executive for the cost of the continuation of his group health insurance coverage with the Company after the Termination Date if Executive becomes eligible for comparable group health insurance coverage from any other employer. For purposes of reduction of the Company's financial obligations to Executive under this Section 10(a), Executive shall promptly and fully disclose to the Company in writing the fact that he has become eligible for comparable group health insurance coverage from any other employer, and Executive shall be liable to repay any amounts to the Company that should have been so reduced but for Executive's failure or unwillingness to make such disclosure. (b) If Executive's employment with the Company is terminated by reason of: (i) Executive's abandonment of his employment or Executive's resignation for any reason other than Good Reason, (ii) termination of Executive's employment by the Company for Cause, (iii) Executive's death, or (iv) the expiration of the term of Executive's employment with the Company as specified in Section 2 hereof on account of delivery of a written notice to the Company that Executive elects not to extend the term of this Agreement, the Company shall pay to Executive or his beneficiary or his estate, as the Executive (or case may be, his base salary through the Termination Date; provided, however, that in the event of a termination by reason of Executive's beneficiary or estate) within 30 days following the Date of Terminationdeath, as compensation for services rendered to the Company: (1) a cash amount equal to the sum of (i) the Executive's full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid, (ii) the Executive's annual bonus in an amount at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the if Executive has been was employed by the Company hereunder for less than 12 full months) bonus paid six months or payable, including by reason more of any deferral, to the Executive by the Company in respect fiscal year as of the three Termination Date, pay to Executive a pro rata portion (based on the number of calendar days of employment during that fiscal years year) of any incentive compensation that would have been payable to him for such fiscal year pursuant to Section 4(b) hereof as if Executive had been in the employ of the Company (or such portion thereof during which the Executive performed services for the Company if the full fiscal year. No incentive compensation shall be payable to Executive shall have been with respect to any fiscal year in which Executive was employed by the Company hereunder for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 5) in an amount equal to (i) the Executive's highest annual base salary from the Company in effect during the 12-month period prior to the Date of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full six months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the five fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Company. (b) For a period of eighteen months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and the Company shall pay all costs of the continuation of such insurance coverage. (c) For a period of twelve months commencing on the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If during the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying Termination, then the Company shall pay to the Executive within 30 days following the Date of Termination, a cash amount equal to the sum of: (1) the Executive's full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid, and (2) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid.

Payments Upon Termination of Employment. (12.1 Should the Executive's employment be terminated prior to the announcement of a transaction or event constituting a Change of Control a) If during by the Termination Period Corporation for Cause or upon the employment death or the Incapacity of the Executive, or b) upon the Executive's resignation without Good Reason, the Corporation shall pay to the Executive within ten (10) days following the termination of his employment, in one lump sum (less statutory deductions at source), the Basic Payments except for bonuses forming part of the Basic Payments which shall be paid in accordance with Section 5.2 of this Agreement. The Executive shall terminatenot be entitled to receive any pay in lieu of notice, severance pay or any indemnity whatsoever, other than by reason the Basic Payments. 12.2 Should the Executive's employment be terminated prior to the announcement of a Nonqualifying Terminationtransaction or event constituting a Change of Control a) by the Corporation without Cause, then or b) by the Company Executive for Good Reason, (1) the Corporation shall pay to the Executive (A) the Basic Payments, and (B) an amount (the "Termination Payment") equal to two (2) times the highest annual Base Salary paid or payable to the Executive during his employment hereunder (hereinafter, the "Highest Base Salary") plus two (2) times the highest aggregate bonuses paid or payable to him in respect of any year of his employment hereunder (hereinafter, the "Highest Aggregate Bonuses"), each payable in one lump sum (less statutory deductions at source) within ten (10) days following the termination of his employment, except for bonuses forming part of the Basic Payments which shall be paid in accordance with Section 5.2 of this Agreement, (2) the insurance, if any, then owned by the Executive or his designee for which the Corporation is responsible for the cost of the premiums in accordance with Section 7.4 shall forthwith be converted to, or replaced by a level deposit premium insurance policy to age 80, for the same insurance amount, which policy shall be owned by the Executive or his designee, and the Corporation shall pay directly to the insurance carrier the entire cost of the premium for such level deposit premium insurance policy (the "Insurance Covenant"), and (3) the Corporation shall forthwith acquire medical insurance coverage for the Executive, which coverage shall provide the Executive and his family with health, life, dental and other insurance coverage in Canada and the United States which is equivalent to the coverage theretofore maintained by the Corporation for the benefit of its senior executives and enjoyed by the Executive. Such coverage shall be for a term of five years and shall commence forthwith following the termination of the Executive's beneficiary or estate) within 30 days following employment (the Date of Termination, as compensation for services rendered to the Company:"Medical Insurance Covenant"). (1) a cash amount equal to the sum of (i) 12.3 Should the Executive's full annual base salary from employment be terminated by the Company through the Date of Termination, to the extent not theretofore paid, (ii) the Executive's annual bonus in an amount at least equal to the highest annualized (Corporation for any fiscal year consisting reason (whether with or without Cause) following the announcement of less than 12 full months a transaction or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus paid event constituting a Change of Control or payable, including by reason of any deferral, to the Executive by the Company in respect of the three fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iii) any compensation previously deferred by the Executive (together whether with any interest or without Good Reason) following the completion of a transaction or event constituting a Change of Control, the Corporation shall pay to the Executive the Basic Payments and earnings thereon) and any accrued vacation paythe Termination Payment, in each case to as described, and payable on the extent not theretofore paid; plusdates set forth in Section 12.2, and shall perform the Insurance Covenant and the Medical Insurance Covenant, as described in Section 12.2. (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 5) in an amount equal to (i) 12.4 In the Executive's highest annual base salary from the Company in effect during the 12-month period prior to the Date of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect event of the five fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Company. (b) For a period of eighteen months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and the Company shall pay all costs of the continuation of such insurance coverage. (c) For a period of twelve months commencing on the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If during the Termination Period the employment of the Executive shall terminate for any reason, all indebtedness still owing by reason the Executive to the Corporation at the time of a Nonqualifying Termination, then such termination will be forgiven and extinguished and the Company shall Corporation will pay or reimburse to the Executive within 30 days following the Date amount of Terminationany taxes incurred by him in connection with any such forgiveness. 12.5 The Executive recognizes and accepts that the Corporation shall not, a cash amount equal to the sum of: (1) the Executive's full annual base salary in any case, be responsible for any additional amount, indemnity in lieu of notice, severance pay or other damages arising from the Company through the Date termination of Terminationhis employment, to the extent not theretofore paid, and (2) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paidexcept for those specifically provided for herein.

Payments Upon Termination of Employment. (a) If during As consideration for the restrictive covenants contained in Section 5, in the event that within twelve months of a Change in Control (i) Executive terminates his employment for Good Reason, or (ii) Executive’s employment is terminated by the Company for a reason other than Retirement, Disability, death or Cause, then the Company shall: (i) pay Executive a lump-sum severance amount equal to Executive’s annual Base Salary (determined without regard to any reduction that would give rise to Good Reason) as of his last day of active employment; the severance amount shall be paid in a single sum on the first business day of the month following the Termination Period Date; and (ii) maintain and provide to Executive, for a period commencing on the employment Termination Date and ending on the earlier of (A) the end of the twelfth month after the Termination Date, or (B) Executive’s death, continued health coverage in the plan in which Executive was participating immediately prior to the Termination Date; provided that the continuation of such coverage is not prohibited by the terms of the plan or by the Company for legal reasons; and provided further, that in order to receive such continued coverage, Executive shall terminatebe required to pay to the Company at the same time that premium payments are due for the month an amount equal to the full monthly premium payments required to pay for such coverage and the Company shall reimburse to Executive the amount of such monthly premium, other less the amount that Executive was required to pay for such coverage immediately prior to the Termination Date (the “Health Payment”), no later than the next payroll date of the Company that occurs after the date the premium for the month is paid by reason of a Nonqualifying TerminationExecutive. In addition, then on each date on which the monthly Health Payments are made, the Company shall pay to the Executive (or the Executive's beneficiary or estate) within 30 days following the Date of Termination, as compensation for services rendered to the Company: (1) a cash an additional amount equal to the federal, state and local income and payroll taxes that Executive incurs on each monthly Health Payment (the “Health Gross-up Payment”). The Health Payment and the Health Gross-up Payment shall be reimbursed to Executive in a manner that complies with the requirements of Treas. Reg. §1.409A-3(i)(1)(iv), and in no event will the Health Gross-up Payment be paid to Executive later than the end of the calendar year following that in which Executive remits the underlying taxes incurred by the Executive on the applicable Health Payment; and (iii) pay to Executive a lump sum cash payment within thirty (30) days following Executive’s Termination Date equal to the premium cost of continuing the life and disability insurance in effect on Executive’s Termination Date for the period ending on the end of the twelfth month after the Termination Date; provided that the continuation of such benefits is not prohibited by the terms of the plan or by the Company for legal reasons. (iiv) If any payment or benefit to Executive under this Agreement would be considered a “parachute payment” within the meaning of Section 280G(b)(2) of the Code and, if, after reduction for any applicable federal excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and federal income tax imposed by the Code, Executive's full annual base salary ’s net proceeds of the amounts payable and the benefits provided under this Agreement would be less than the amount of Executive’s net proceeds resulting from the payment of the Reduced Amount described below, after reduction for federal income taxes, then the amount payable and the benefits provided under this Agreement shall be limited to the Reduced Amount. The “Reduced Amount” shall be the largest amount that could be received by Executive under this Agreement such that no amount paid to Executive under this Agreement and any other agreement, contract or understanding heretofore or hereafter entered into between Executive and the Company through (the Date “Other Agreements”) and any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company for the direct or indirect provision of Terminationcompensation to Executive (including groups or classes of participants or beneficiaries of which Executive is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for Executive (a “Benefit Plan”) would be subject to the Excise Tax. In the event that the amount payable to Executive shall be limited to the Reduced Amount, then, first non-cash benefits that are not equity-based shall be reduced, then equity award vesting acceleration and next new equity award grants shall be reduced, followed by a reduction of cash payments, including without limitation the severance amounts set forth in Section 4, beginning with payments that would be made last in time, in all cases, (A) if and to the extent not already provided, accelerated, granted or paid, as applicable, prior to the date of such reduction, (B) only to the least extent necessary so that no portion thereof shall be subject to the Excise Tax, (C) in a manner that results in the best economic benefit to Executive, and (D) to the extent economically equivalent, in a pro rata manner. (v) Notwithstanding any provision to the contrary herein, if at the time of Executive’s termination of employment the Company’s stock is publicly traded and Executive is a “specified employee” (as such term is defined in Section 409A(2)(B)(i) of the Code and its corresponding regulations), then, to the extent not theretofore paid, (iithat paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) the Executive's annual bonus in an amount at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the three fiscal years of the Company (or such portion thereof during which the Code, all payments to Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 5) in an amount equal to (i) the Executive's highest annual base salary from the Company in effect during the 12-month period prior to the Date of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the five fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, that any amount paid pursuant to this Section 3(a)(24(a) that are deemed as deferred compensation subject to the requirements of Section 409A of the Code shall not be paid to Executive until as soon as administratively practicable following the expiration of the six month period following the date of Executive’s Termination Date, but not later than the first Company payroll date that occurs after the end of such six month period. If Executive dies during such six-month period and prior to the payment of the postponed amounts hereunder, the amounts withheld on account of Section 409A of the Code shall be paid in lieu to the personal representative of Executive’s estate within thirty (30) days after the date of Executive’s death. If any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreementpayments payable pursuant to this Section 4(a) are deferred due to such requirements, plan, policy or arrangement of the Company. (b) For a period of eighteen months commencing on the Date of Termination, the Company there shall continue be added to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and the Company shall pay all costs of the continuation of such insurance coverage. (c) For a period of twelve months commencing on the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If payments interest during the Termination Period the employment of the Executive shall terminate by reason of deferral period at a Nonqualifying Terminationrate, then the Company shall pay to the Executive within 30 days following the Date of Terminationper annum, a cash amount equal to the sum of: applicable federal short-term deferral rate (1compounded monthly) in effect under Section 1274(d) of the Code on Executive's full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid, and (2) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid’s Termination Date.

Payments Upon Termination of Employment. (a) If during the Termination Period the employment of the Executive shall terminate, other than by reason of a Nonqualifying Termination, then the Company shall pay to the Executive (or the Executive's beneficiary or estate) within 30 days following the Date of Termination, in a lump sum as compensation for services rendered to the Company: (1) a cash amount equal to the sum of (i) the Executive's full annual base salary from the Company and its affiliated companies through the Date of Termination, to the extent not theretofore paid, (ii) the Executive's annual bonus in an amount at least equal to the highest annualized higher of (for any x) one-half of the maximum bonus the Executive could earn during the fiscal year consisting during which such termination occurs and (y) the average of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) Executive's annual bonus paid or payable, including by reason of any deferral, to the Executive by the Company and its affiliated companies in respect of the three (3) fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three (3) fiscal year period) immediately preceding the fiscal year in which the Change in Control such termination occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 54) in an amount equal to (i) the Executive's highest annual base salary from the Company and its affiliated companies in effect during the twelve (12-) month period prior to the Date of TerminationTermination multiplied by the number of years (including fractions thereof) remaining in the Executive's Employment Term as defined in the Employment Agreement but no less than two (2) years ("Severance Multiple"), plus (ii) the Severance Multiple times an amount equal to the higher of (x) one-half of the maximum bonus the Executive could earn during the fiscal year during which such termination occurs and (y) the average of the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, annual bonus paid or payable, including by reason of any deferral, to the Executive by the Company and its affiliated companies in respect of the five three (3) fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five three (3) fiscal year period) immediately preceding the fiscal year in which the Change in Control such termination occurs; provided, providedhowever, that any amount paid -------- ------- pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Company. (b) For If during the Termination Period the employment of the Executive shall terminate other than by reason of a Nonqualifying Termination, in addition to the payments to be made pursuant to paragraph (a) of this Section 3, for a period of eighteen months equal to the Severance Multiple commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination Termination, and the Company and the Executive shall pay all share the costs of the continuation of such insurance coveragecoverage in the same proportion as such costs were shared immediately prior to the Date of Termination; provided that, if Executive becomes eligible during such period to -------- participate in another group plan with respect to any such policies by reason of subsequent employment or otherwise, the Executive's coverage under the Company policies will terminate in accordance with the transition of coverage provisions in the Company's policies. (c) For a period of twelve months commencing on the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If during the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying Termination, then the Company shall pay to the Executive within 30 thirty (30) days following the Date of Termination, a cash amount equal to the sum of: of (1) the Executive's full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid, and paid and (2) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid.

Payments Upon Termination of Employment. (a) If during Executive's employment with the Company is terminated by reason of: (i) Executive's abandonment of his employment or Executive's resignation for any reason (whether or not such resignation is set forth in writing or otherwise communicated to the Company); (ii) termination of Executive's employment by the Company for Cause (as defined below); or (iii) termination of Executive's employment by the Company without Cause following expiration of the Term; the Company shall pay to Executive his then-current base salary through the Termination Period Date. (b) Except in the case of a Change in Control, which is governed by Section 10(c) below, if Executive's employment with the Company is terminated by the Company pursuant to Section 9(a)(i) effective prior to the expiration of the Executive shall terminate, Term for any reason other than by reason of a Nonqualifying Terminationfor Cause (as defined below), then the Company shall pay to the Executive (or the Executive's beneficiary or estate, subject to Section 10(h) within 30 days following the Date of Termination, as compensation for services rendered to the Companythis Agreement: (1) a cash amount equal to the sum of (i) the Executive's full annual his then-current base salary from the Company through the Date of Termination, to the extent not theretofore paid, Termination Date; (ii) any earned and unpaid annual Incentive Bonus for the Executive's annual bonus fiscal quarter immediately preceding the fiscal quarter in an amount at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Termination Date occurs; and (iii) a crisp $100 xxxx from W. Xxxx Xxxxxx. Any amount payable to Executive has been employed by the Company for less than 12 full monthspursuant to Section 10(b)(ii) bonus shall be paid or payable, including by reason of any deferral, to the Executive by the Company in respect the same manner and at the same time that Incentive Bonus payments are made to current employees of the three fiscal years Company, but no earlier than the first normal payroll date of the Company (or such portion thereof during which following the Executive performed services for the Company if the Executive shall have been employed expiration of all applicable rescission periods provided by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 5) in an amount equal to (i) the Executive's highest annual base salary from the Company in effect during the 12-month period prior to the Date of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the five fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Company. (b) For a period of eighteen months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and the Company shall pay all costs of the continuation of such insurance coveragelaw. (c) For If Executive's employment is terminated by the Company without Cause following a period Change in Control as defined in this Agreement and before the end of twelve months commencing on the Date Term of Terminationthis Agreement, or if the Executive shall receive outplacement assistance services from an outplacement agency selected Executive's employment is terminated by the Executive for Good Reason following a Change in Control and before the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If during the Termination Period the employment end of the Executive shall terminate by reason of a Nonqualifying TerminationTerm, then the Company shall pay to Executive, subject to Executive's compliance with Section 10(h) of this Agreement, his then current base salary and incentive bonus through the end of Term of the Agreement, but in no event will the Company pay the Executive within 30 days following less than one year of his current base salary and incentive bonus. (d) If Executive's employment with the Date of Termination, a cash amount equal Company is terminated effective prior to the sum of: (1) expiration of the Term by reason of Executive's full annual death or Disability, the Company shall pay to Executive or his beneficiary or his estate, as the case may be, his then-current base salary from the Company through the Termination Date, any earned and unpaid quarterly Incentive Bonus for the fiscal quarter preceding the fiscal quarter in which the Termination Date occurs and a pro-rated portion of Terminationany quarterly Incentive Bonus for the fiscal quarter in which the Termination Date occurs, to based on the extent not theretofore paid, and (2) any compensation previously deferred number of days during such fiscal quarter that Executive was employed by the Executive (together with any interest Company, payable in the same manner and earnings thereon) and any accrued vacation pay, in each case at the same time that Incentive Bonus payments are made to current employees of the extent not theretofore paidCompany.

Payments Upon Termination of Employment. (a) If during Executive’s employment with the Company is terminated by reason of: (i) Executive’s abandonment of his employment or Executive’s resignation for any reason (whether or not such resignation is set forth in writing or otherwise communicated to the Company); (ii) termination of Executive’s employment by the Company for Cause (as defined below); or (iii) termination of Executive’s employment by the Company without Cause following expiration of the Term; the Company shall pay to Executive his then-current base salary through the Termination Period Date. (b) Except in the case of a Change in Control, which is governed by Section 10(c) below, if Executive’s employment with the Company is terminated by the Company pursuant to Section 9(a)(i) effective prior to the expiration of the Executive shall terminate, Term for any reason other than by reason of a Nonqualifying Terminationfor Cause (as defined below), then the Company shall pay to the Executive (or the Executive's beneficiary or estate, subject to Section 10(h) within 30 days following the Date of Termination, as compensation for services rendered to the Companythis Agreement: (1) a cash amount equal to the sum of (i) the Executive's full annual his then-current base salary from the Company through the Date of Termination, to the extent not theretofore paid, Termination Date; (ii) any earned and unpaid annual Incentive Bonus for the Executive's annual bonus in an amount at least equal to the highest annualized (for any fiscal year consisting immediately preceding the Termination Date and any annual Incentive Bonus earned on a prorated basis through the Termination Date, payable after the actual amount of less Incentive Bonus is calculated but not later than 12 full the date that is 2 ½ months or with respect following the last day of the applicable fiscal year; and (iii) a crisp $100 xxxx from the Board. Any amount payable to which the Executive has been employed by the Company for less than 12 full monthspursuant to Section 10(b)(ii) bonus shall be paid or payable, including by reason of any deferral, to the Executive by the Company in respect the same manner and at the same time that Incentive Bonus payments are made to current named executive officers of Texas Roadhouse, Inc., as that term is applied by Texas Roadhouse, Inc. in accordance with the rules and regulations of the three fiscal years U.S. Securities and Exchange Commission (the “Named Executive Officers”), but no earlier than the first normal payroll date of the Company (or such portion thereof during which following the Executive performed services for the Company if the Executive shall have been employed expiration of all applicable rescission periods provided by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 5) in an amount equal to (i) the Executive's highest annual base salary from the Company in effect during the 12-month period prior to the Date of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the five fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Company. (b) For a period of eighteen months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and the Company shall pay all costs of the continuation of such insurance coveragelaw. (c) For a period of twelve months commencing on the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected If Executive’s employment is terminated by the Executive Company without Cause following a Change in Control as defined in this Agreement and before the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If during the Termination Period the employment end of the Term of this Agreement, or if Executive’s employment is terminated by Executive shall terminate by reason for Good Reason following a Change in Control and before the end of a Nonqualifying Terminationthe Term, then the Company shall pay to the Executive within 30 days following the Date Executive, subject to Executive’s compliance with Section 10(h) of Terminationthis Agreement, a cash an amount equal to his then current base salary and incentive bonus through the sum of:end of Term of the Agreement, paid in the same periodic installments in accordance with the Company’s regular payroll practices, but in no event will the Company pay Executive less than one year of his current base salary and incentive bonus. At the option of the Compensation Committee and if in compliance with Code Section 409A, amounts payable pursuant to Section 10(c) may be paid in a lump sum. (1d) If Executive’s employment with the Company is terminated effective prior to the expiration of the Term by reason of Executive’s death or Disability, the Company shall pay to Executive or his beneficiary or his estate, as the case may be; (i) his then-current base salary through the Termination Date; (ii) any earned and unpaid annual Incentive Bonus for the fiscal year immediately preceding the Termination Date and any annual Incentive Bonus earned on a prorated basis through the Termination Date, payable after the actual amount of Incentive Bonus is calculated but not later than the date that is 2 ½ months following the last day of the applicable fiscal year; (iii) the Executive's full annual amount of his then current base salary that Executive would have received from the Company Termination Date through the Date of Termination, to the extent not theretofore paid, date that is 180 days following such Termination Date; and (2iv) any compensation previously deferred $262,500.00. Any amount payable to Executive pursuant to Section 10(d)(iii) shall be subject to deductions and withholdings and shall be paid to Executive or his estate or beneficiary by the Company in the same periodic installments in accordance with the Company’s regular payroll practices commencing on the first normal payroll date of the Company following the expiration of all applicable rescission periods provided by law; provided, however, that at the option of the Compensation Committee and if in compliance with Code Section 409A, amounts payable pursuant to Section 10(d)(iii) may be paid in a lump sum. Any amount payable to Executive (together with any interest or his estate or beneficiary pursuant to Section 10(d)(ii) shall be paid to Executive or his estate or beneficiary by the Company in the same manner and earnings thereonat the same time that Incentive Bonus payments are made to current Named Executive Officers, but no earlier than the first normal payroll date of the Company following the expiration of all applicable rescission periods provided by law. Any amount payable to Executive or his estate or beneficiary pursuant to Section 10(d)(iv) and any accrued vacation pay, shall be paid in each case to the extent not theretofore paida lump sum.

Payments Upon Termination of Employment. (a) If during prior to a Change in Control (as defined in the Termination separate Change-in-Control Agreement attached hereto (the "Change-in-Control Agreement")) or after the Transition Period as defined in the Change-in-Control Agreement, Executive's employment of with the Executive shall terminate, Company and the Bank is terminated: (i) by the Company or the Bank for any reason other than (A) for Cause (as defined below), or (B) the delivery of a written notice to Executive that the Bank elects not to extend the term of this Agreement, or (ii) by Executive as a result of his resignation for Good Reason (as defined below), or (iii) by reason of a Nonqualifying Termination, then the Company shall pay to the Executive (or the Executive's beneficiary or estate) within 30 days following Disability (as defined below), the Date of Termination, as compensation for services rendered to the CompanyBank shall: (1i) a cash pay to Executive as severance pay an amount equal to his current base salary during the sum remaining period of the Employment Period; and (ii) if Executive elects to continue his group health insurance coverage with the Bank following the termination of his employment with the Company and the Bank, reimburse him for the full cost of the premiums he is required to pay to maintain such coverage at the same level of coverage that was in effect as of the Termination Date for the remaining term of the Employment Period. Any amount payable to Executive as severance pay or reimbursement for the cost of the continuation of his group health insurance coverage hereunder shall be subject to deductions and withholdings and shall be paid to Executive by the Bank in approximately equal monthly installments during the remaining term of this Agreement commencing on the first normal payroll date of the Bank following the expiration of all applicable rescission periods provided by law and continuing monthly thereafter. The Bank shall be entitled to deduct from any severance pay otherwise payable to Executive hereunder: (i) any amount earned as income by Executive after the Termination Date as a result of self-employment or employment with any other employer, and (ii) any amount received by Executive after the Termination Date under any short-term or long-term disability insurance plan or program provided to him by the Bank. In addition, the Bank shall be entitled to cease making reimbursement payments to Executive for the cost of the continuation of his group health insurance coverage with the Bank after the Termination Date if Executive becomes eligible for comparable group health insurance coverage from any other employer. For purposes of mitigation and reduction of the Bank's financial obligations to Executive under this Section 8(a), Executive shall promptly and fully disclose to the Bank in writing: (i) the Executive's full annual base salary nature and amount of any such earned income from the Company through the Date of Termination, to the extent not theretofore paidself-employment or employment with any other employer, (ii) the Executive's annual bonus in an amount at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus paid or payable, including by reason of any deferralsuch disability insurance payments, to the Executive by the Company in respect of the three fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iii) the fact that he has become eligible for comparable group health insurance coverage from any compensation previously deferred by the other employer, and Executive (together with shall be liable to repay any interest and earnings thereon) and any accrued vacation pay, in each case amounts to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject to any applicable payroll Bank that should have been so mitigated or other taxes required to be withheld pursuant to Section 5) in an amount equal to (i) the reduced but for Executive's highest annual base salary from the Company in effect during the 12-month period prior failure or unwillingness to the Date of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the five fiscal years of the Company (or make such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Companydisclosures. (b) For If after a period of eighteen months commencing on Change in Control and during the Date of TerminationTransition Period, Executive's employment terminates, Executive's rights to payments and benefits shall be governed by the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and the Company shall pay all costs of the continuation of such insurance coverageChange-in-Control Agreement. (c) For a period of twelve months commencing on the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and If Executive's employment with the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in or the aggregate. (d) If during the Termination Period the employment of the Executive shall terminate Bank is terminated by reason of a Nonqualifying Termination, then the Company shall pay to the Executive within 30 days following the Date of Termination, a cash amount equal to the sum of: (1i) Executive's abandonment of his employment or Executive's resignation for any reason other than Good Reason (as defined below), (ii) termination of Executive's employment by the Company or the Bank for Cause (as defined below), (iii) Executive's death, or (iv) the Executive's full annual expiration of the Employment Period, the Bank shall pay to Executive or his beneficiary or his estate, as the case may be, his base salary from the Company through the Date of Termination, to the extent not theretofore paid, and (2) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paidTermination Date.

Payments Upon Termination of Employment. (a) If during the Termination Period the employment of the Executive shall terminate, other than by reason of a Nonqualifying Termination, then the Company shall pay to the Executive (or the Executive's ’s beneficiary or estate): (1) within 30 days following the Date of Termination, as compensation for services rendered to the Company: (1) , a cash amount equal to the sum of (i) the Executive's full annual ’s base salary from the Company and its affiliated companies through the Date of Termination, to the extent not theretofore paid, (ii) the Executive's ’s annual bonus in an amount at least equal to determined in accordance with the highest annualized terms of the Company’s Management Incentive Plan or any other applicable bonus plan of the Company, (for any fiscal year consisting of less than 12 full months or with respect to which iii) the Executive has been employed by the Company for less than 12 full months) bonus paid or payable, including by reason of any deferral, amount payable to the Executive by in accordance with the Company in respect terms of the three fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, Company’s Shareholder Value Incentive Plan and (iiiiv) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) no earlier than six months and no later than six months and seven days after the Date of Termination, a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 5) equal, in an amount equal to (i) the aggregate to, 1.99 times the Executive's highest annual ’s “base salary from the Company amount,” as such term is defined in effect during the 12-month period prior to the Date of Termination, plus (iiSection 280G(b)(3) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the five fiscal years Internal Revenue Code of 1986, as amended (the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, “Code”); provided, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Company. (b3) In addition to the payments to be made pursuant to Section 3(a)(1) and (2) hereof, any stock options granted to the Executive under any of the Company’s Employee Stock Option Plans shall be treated in accordance with the terms of such plans and any amounts deferred for the benefit of the Executive (together with any interest and earnings thereon) under any deferred compensation plan of the Company shall be paid in accordance with the terms of those plans. (4) For a period of eighteen 24 months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as provided generally with respect to other peer executives of the Company and its affiliated companies, and the Company and the Executive shall pay all share the costs of the continuation of such insurance coverage. (c) For a period of twelve months commencing on coverage in the same proportion as such costs were shared immediately prior to the Date of Termination. Any group health coverage provided under this Section 3(a)(4) shall be applied toward the satisfaction of and not supplement, the Executive shall receive outplacement assistance services from an outplacement agency selected Executive’s right to continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or any similar state law. To the extent that premiums paid by the Executive and Company for coverage other than medical coverage constitute taxable income to the Company shall pay all costs Executive, the portion of such services; provided that such costs shall not exceed $15,000 taxable premiums that, in the aggregate, exceeds the limit in effect under Section 402(g)(1)(B) of the Code for the year that includes the Date of Termination shall not be paid during the six month period following the Date of Termination. The Executive shall be required to pay any such premiums that come due during the six month period, and shall be reimbursed by the Company no later than the seventh day after the end of such six month period for any such premiums paid by the Executive. (db) If during the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying Termination, then the Company shall pay to the Executive within 30 days following the Date of Termination, a cash amount equal to the sum of: of (1) the Executive's ’s full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid, and (2) the Executive’s annual bonus in an amount determined in accordance with the terms of the Company’s Management Incentive Plan or any compensation previously deferred by other applicable bonus plan of the Company, (3) the amount payable to the Executive in accordance with the terms of the Company’s Shareholder Value Incentive Plan and (together with any interest and earnings thereon4) and any accrued vacation pay, in each case to the extent not theretofore paid. In addition to the payments to be made pursuant to this Section 3(b), any stock options granted to the Executive under any of the Company’s Employee Stock Option Plans shall be treated in accordance with the terms of such plans and amounts deferred for the benefit of the Executive (together with any interest and earnings thereon) under any deferred compensation plan of the Company shall be paid in accordance with the terms of those plans. (c) Notwithstanding the foregoing, if the Company or the Executive reasonably and in good faith determines that payment of any amount pursuant to this Section 3 at the time provided for herein would cause any amount payable under this Agreement to be subject to Section 409A(a)(1) of the Code, then such amount shall instead be paid at the earliest time at which it may be paid without causing this Agreement to be subject to Section 409A(a)(1) of the Code and all of the provisions of this Agreement shall be interpreted in a manner consistent with this Section 3(c). The Company shall have the right to make such amendments, if any, to this Agreement as shall be necessary to avoid the application of Section 409A(a)(1) of the Code to the payments of amounts pursuant to this Section 3, and shall give prompt notice of any such amendment to the Executive. If the Company defers payments to the Executive pursuant to this Section 3(c), then the Company shall provide Executive with prompt written notice thereof, including reasonable explanation and the estimated date on which it has determined it is permitted to make the payments deferred under this Section 3(c). In any event, such amounts will not be paid earlier than six months and later than six months and seven days after the Date of Termination, provided, however, that benefits provided under Section 3(a)(4) shall extend beyond this period pursuant to the terms of such benefits and (ii) to the extent it is determined that Section 409A of the Code would apply to a benefit under Section 3(a)(4), the Executive shall pay the full cost of such benefit for a period of six months after the Date of Termination, and not earlier than six months and not later than six months and seven days after the Date of Termination the Company shall reimburse the Executive for the amounts paid by the Executive during such period which are required to be paid by the Company pursuant to Section 3(a)(4).

Payments Upon Termination of Employment. (a) If during Executive’s employment with the Company is terminated by reason of: (i) Executive’s abandonment of his employment or Executive’s resignation for any reason (whether or not such resignation is set forth in writing or otherwise communicated to the Company); (ii) termination of Executive’s employment by the Company for Cause (as defined below); or (iii) termination of Executive’s employment by the Company without Cause following expiration of the Term; the Company shall pay to Executive his then-current base salary through the Termination Period Date. (b) If Executive’s employment with the employment Company is terminated by the Company pursuant to Section 9(a)(i) effective prior to the expiration of the Executive shall terminate, Term for any reason other than by reason of a Nonqualifying Terminationfor Cause (as defined below), then the Company shall pay to the Executive (or the Executive's beneficiary or estate, subject to Section 10(g) within 30 days following the Date of Termination, as compensation for services rendered to the Companythis Agreement: (1) a cash amount equal to the sum of (i) the Executive's full annual his then-current base salary from the Company through the Date of Termination, to the extent not theretofore paid, Termination Date; (ii) any earned and unpaid annual Incentive Bonus for the Executive's annual bonus fiscal quarter immediately preceding the fiscal quarter in an amount at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Termination Date occurs; and (iii) a crisp $100 xxxx from W. Xxxx Xxxxxx. Any amount payable to Executive has been employed by the Company for less than 12 full monthspursuant to Section 10(b)(ii) bonus shall be paid or payable, including by reason of any deferral, to the Executive by the Company in respect the same manner and at the same time that Incentive Bonus payments are made to current employees of the three fiscal years Company, but no earlier than the first normal payroll date of the Company (or such portion thereof during which following the Executive performed services for the Company if the Executive shall have been employed expiration of all applicable rescission periods provided by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 5) in an amount equal to (i) the Executive's highest annual base salary from the Company in effect during the 12-month period prior to the Date of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the five fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Company. (b) For a period of eighteen months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and the Company shall pay all costs of the continuation of such insurance coveragelaw. (c) For a period of twelve months commencing on the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and If Executive’s employment with the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in is terminated effective prior to the aggregate. (d) If during the Termination Period the employment expiration of the Executive shall terminate Term by reason of a Nonqualifying TerminationExecutive’s death or Disability, then the Company shall pay to Executive or his beneficiary or his estate, as the Executive within 30 days following the Date of Terminationcase may be, a cash amount equal to the sum of: (1) the Executive's full annual his then-current base salary from the Company through the Termination Date, any earned and unpaid quarterly Incentive Bonus for the fiscal quarter preceding the fiscal quarter in which the Termination Date occurs and a pro-rated portion of Terminationany quarterly Incentive Bonus for the fiscal quarter in which the Termination Date occurs, to based on the extent not theretofore paid, and (2) any compensation previously deferred number of days during such fiscal quarter that Executive was employed by the Executive (together with any interest Company, payable in the same manner and earnings thereon) and any accrued vacation pay, in each case at the same time that Incentive Bonus payments are made to current employees of the extent not theretofore paidCompany.

Payments Upon Termination of Employment. (a) If during the Termination Period the employment of the Executive shall terminate, other than by reason of a Nonqualifying Termination, then the Company shall pay to the Executive (or the Executive's ’s beneficiary or estate) within 30 60 days following the Date of TerminationTermination (or such later date as may be required by Section 17 hereof), as compensation for services rendered to the Company: (1) a cash amount equal to the sum of (i) the Executive's full annual ’s base salary from the Company and its affiliated companies through the Date of Termination, to the extent not theretofore paid, (ii) an amount equal to the Executive's ’s annual bonus in an amount at least equal to determined in accordance with the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus paid or payable, including by reason of any deferral, to the Executive by the Company in respect terms of the three fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occursCompany’s annual incentive plan, multiplied by a fraction, the numerator of which is the number of days in the Company’s fiscal year in which the Change in Control occurs through prior to the Date of Termination and the denominator of which is 365 or 366(which amount, notwithstanding the foregoing, shall be paid when and as applicablebonuses under such plan are ordinarily paid), and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) provided that the Company has received a lump-customary release (which release shall extend to all claims against the Company and its affiliates and agents) signed by the Executive and not revoked within the permitted revocation period, a lump sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 5) in an amount payment equal to (i) 1.99 times the Executive's highest ’s annual base salary at the Date of Termination from the Company in effect during and its affiliated companies plus 1.99 times the 12-month period prior to average of the Date dollar amount of Termination, plus (ii) the Executive's highest ’s actual or annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) annual bonus, paid or payable, including by reason of any deferral, to the Executive by the Company and its affiliated companies in respect of the five fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control Date of Termination occurs; provided, providedfurther, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Company. (b) In addition to the payments to be made pursuant to Section 3(a) hereof, any stock options or other equity awards granted to the Executive under the Company’s equity compensation plans shall be treated in accordance with the terms of such plan, and the payment of any compensation previously deferred by the Executive (together with any interest and earnings thereon) shall be treated in accordance with the terms of such separate deferral arrangement. (c) For a period of eighteen 24 months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination or as provided generally with respect to other peer executives of the Company and its affiliated companies, and the Company and the Executive shall pay all share the costs of the continuation of such insurance coverage. (c) For a period of twelve months commencing on coverage in the same proportion as such costs were shared immediately prior to the Date of Termination. Notwithstanding the foregoing: (i) during the period of coverage, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and the Company shall pay all costs of such services; benefits provided that such costs in any one calendar year shall not exceed $15,000 affect the amount of benefits provided in any other calendar year (other than any life-time coverage limits under the aggregateapplicable medical plans); (ii) the reimbursement of an eligible expense shall be made on or before December 31 of the year following the year in which the expense was incurred; and (iii) the Executive’s rights pursuant to this Section 3(c) shall not be subject to liquidation or exchange for another benefit. (d) If during the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying Termination, then the Company shall pay to the Executive within 30 days following the Date of Termination, a cash amount equal to the sum of: of (1) the Executive's ’s full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid, and paid and (2) any accrued vacation pay, to the extent not theretofore paid. The payment of any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, shall be treated in each case to accordance with the extent not theretofore paidterms of such separate deferral arrangement.

Payments Upon Termination of Employment. On the Effective Date, Executive (aor in the event of Executive’s death, Executive’s estate or designated beneficiary) If during the Termination Period the employment shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Executive shall terminateCompany, other than by reason of a Nonqualifying Termination, then the benefits provided below: (i) The Company shall pay to Executive his fully earned but unpaid base salary, when due, through the Effective Date at the rate then in effect, plus all other amounts or benefits to which Executive is entitled under any compensation, retirement or benefit plan or practice of the Company as of the Effective Date in accordance with the terms of such plans or practices. Subject to Sections 5(b)(ii) through (iv) and Section 5(c) below, Executive acknowledges and agrees that with his final check, the payment of any outstanding expense reimbursements, and the payment of any amounts payable under any of the employee benefit plans of the Company in accordance with the terms of such plans, Executive will have received all monies, bonuses, commissions, expense reimbursement, vacation pay, or the Executive's beneficiary other compensation he earned or estate) within 30 days following the Date of Termination, as compensation for services rendered to was due during his employment by the Company:. (1) a cash amount equal to the sum of (i) the Executive's full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid, (ii) the Subject to Section 5(e) and Executive's annual bonus in an amount at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or ’s continued compliance with respect to which the Executive has been employed by the Company for less than 12 full months) bonus paid or payableSection 6, including by reason of any deferral, to the Executive by the Company in respect of the three fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case be entitled to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 5) receive severance pay in an amount equal to (i) the Executive's highest ’s annual base salary from the Company in effect during the 12-month period prior to the Date of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the five fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Company. (b) For a period of eighteen months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the date of termination of the Employment Period, payable as follows: (A) Executive shall be paid $15,369.23 bi-weekly through the Company’s regularly scheduled payroll commencing on January 4, 2010 and continuing through March 31, 2010, and (B) an amount equal to $99,900.00 less the total of all payments to Executive pursuant to the preceding clause (A) shall be paid to Executive on March 31, 2010. (iii) Subject to Section 5(e) and Executive’s continued compliance with Section 6, for the period beginning on the Effective Date of Termination and ending on July 31, 2010, the Company shall pay all make co-payments for the costs associated with continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for Executive and his eligible dependents who were covered under the Company’s health plans as of the date of Executive’s termination such that Executive’s premiums are the same as for active employees (provided that Executive shall be solely responsible for all matters relating to his continuation of coverage pursuant to COBRA, including, without limitation, his election of such insurance coverage). (civ) For a period of twelve months commencing on the Date of TerminationSubject to Section 5(e) and Executive’s continued compliance with Section 6, the Executive shall receive outplacement assistance services from an outplacement agency selected by remuneration in consideration of a management bonus for the Executive and the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 2009 calendar year, in the aggregateamount of $159,840.00. This will be paid on or before January 31, 2010 and will be subject to applicable taxes and withholdings. (d) If during the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying Termination, then the Company shall pay to the Executive within 30 days following the Date of Termination, a cash amount equal to the sum of: (1) the Executive's full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid, and (2) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid.

Payments Upon Termination of Employment. (a) If prior to a Change in Control (as defined in the separate Change-in-Control Agreement attached hereto (the "Change-in-Control Agreement")) or after the Transition Period as defined in the Change-in-Control Agreement, Executive's employment with the Company and the Bank is terminated: (i) by the Company or Bank for any reason other than (A) for Cause (as defined below), or (B) the delivery of a written notice to Executive that the Bank elects not to extend the term of this Agreement, or (ii) by Executive as a result of his resignation for Good Reason (as defined below), or (iii) by reason of Executive's Disability (as defined below), the Bank shall: (i) pay to Executive as severance pay an amount equal to his current base salary during the Termination Period the employment remaining period of the Employment Period; and (ii) if Executive elects to continue his group health insurance coverage with the Bank following the termination of his employment with the Company and the Bank, reimburse him for the full cost of the premiums he is required to pay to maintain such coverage at the same level of coverage that was in effect as of the Termination Date for the remaining term of the Employment Period. Any amount payable to Executive as severance pay or reimbursement for the cost of the continuation of his group health insurance coverage hereunder shall terminatebe subject to deductions and withholdings and shall be paid to Executive by the Bank in approximately equal monthly installments during the remaining term of this Agreement commencing on the first normal payroll date of the Bank following the expiration of all applicable rescission periods provided by law and continuing monthly thereafter. The Bank shall be entitled to deduct from any severance pay otherwise payable to Executive hereunder: (i) any amount earned as income by Executive after the Termination Date as a result of self-employment or employment with any other employer, other than income resulting from Executive's xxxxxx care duties, and (ii) any amount received by reason Executive after the Termination Date under any short-term or long-term disability insurance plan or program provided to him by the Bank. In addition, the Bank shall be entitled to cease making reimbursement payments to Executive for the cost of a Nonqualifying Terminationthe continuation of his group health insurance coverage with the Bank after the Termination Date if Executive becomes eligible for comparable group health insurance coverage from any other employer. For purposes of mitigation and reduction of the Bank's financial obligations to Executive under this Section 8(a), then the Company Executive shall pay promptly and fully disclose to the Executive (or the Executive's beneficiary or estate) within 30 days following the Date of Termination, as compensation for services rendered to the Company: (1) a cash amount equal to the sum of Bank in writing: (i) the Executive's full annual base salary nature and amount of any such earned income from the Company through the Date of Termination, to the extent not theretofore paidself-employment or employment with any other employer, (ii) the Executive's annual bonus in an amount at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus paid or payable, including by reason of any deferralsuch disability insurance payments, to the Executive by the Company in respect of the three fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iii) the fact that he has become eligible for comparable group health insurance coverage from any compensation previously deferred by the other employer, and Executive (together with shall be liable to repay any interest and earnings thereon) and any accrued vacation pay, in each case amounts to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject to any applicable payroll Bank that should have been so mitigated or other taxes required to be withheld pursuant to Section 5) in an amount equal to (i) the reduced but for Executive's highest annual base salary from the Company in effect during the 12-month period prior failure or unwillingness to the Date of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the five fiscal years of the Company (or make such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Companydisclosures. (b) For If after a period of eighteen months commencing on Change in Control and during the Date of TerminationTransition Period, Executive's employment terminates, Executive's rights to payments and benefits shall be governed by the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and the Company shall pay all costs of the continuation of such insurance coverageChange-in-Control Agreement. (c) For a period of twelve months commencing on the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and If Executive's employment with the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in or the aggregate. (d) If during the Termination Period the employment of the Executive shall terminate Bank is terminated by reason of a Nonqualifying Termination, then the Company shall pay to the Executive within 30 days following the Date of Termination, a cash amount equal to the sum of: (1i) Executive's abandonment of his employment or Executive's resignation for any reason other than Good Reason (as defined below), (ii) termination of Executive's employment by the Company or the Bank for Cause (as defined below), (iii) Executive's death, or (iv) the Executive's full annual expiration of the Employment Period, the Bank shall pay to Executive or his beneficiary or his estate, as the case may be, his base salary from the Company through the Date of Termination, to the extent not theretofore paid, and (2) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paidTermination Date.

Payments Upon Termination of Employment. (a) If during the Termination Period the employment of the Executive shall terminate, other than by reason of a Nonqualifying Termination, then the Company shall pay to the Executive (or the Executive's ’s beneficiary or estate) within 30 days following the Date of Termination, as compensation for services rendered to the Company: (1) a cash amount equal to the sum of (i) the Executive's full annual ’s base salary from the Company and its affiliated companies through the Date of Termination, to the extent not theretofore paid, (ii) an amount equal to the Executive's ’s annual bonus in an amount at least equal to determined in accordance with the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus paid or payable, including by reason of any deferral, to the Executive by the Company in respect terms of the three fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occursCompany’s annual incentive plan, multiplied by a fraction, the numerator of which is the number of days in the Company’s fiscal year in which the Change in Control occurs through prior to the Date of Termination and the denominator of which is 365 or 366(which amount, notwithstanding the foregoing, shall be paid when and as applicablebonuses under such plan are ordinarily paid), and (iii) any compensation previously deferred by for the benefit of the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject which, when added to any applicable payroll or other taxes required to payments that must be withheld pursuant to Section 5) in an amount equal to (i) the Executive's highest annual base salary from the Company in effect during the 12-month period prior to the Date of Termination, plus (ii) the Executive's highest annualized (taken into account for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason purposes of any deferral, computation relating to the Executive by the Company in respect under Section 280G(b)(2)(A)(ii) of the five fiscal years Internal Revenue Code of 1986, as amended (the “Code”), equals, in the aggregate, 2.99 times the Executive’s “base amount,” as such term is defined in Section 280G(b)(3) of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, Code; provided, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Company. (b) In addition to the payments to be made pursuant to Section 3(a) hereof, any stock options granted to the Executive under the Company’s 2004 Long Term Incentive Plan shall be treated in accordance with the terms of such plan. (c) For a period of eighteen 36 months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination or as provided generally with respect to other peer executives of the Company and its affiliated companies, and the Company and the Executive shall pay all share the costs of the continuation of such insurance coverage. (c) For a period of twelve months commencing on coverage in the same proportion as such costs were shared immediately prior to the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If during the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying Termination, then the Company shall pay to the Executive within 30 days following the Date of Termination, a cash amount equal to the sum of: of (1) the Executive's ’s full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid, and paid and (2) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid.

Payments Upon Termination of Employment. (a) If during the Termination Period (i) the employment of the Executive shall terminate, other than by reason of a Nonqualifying Termination, and (ii) the Executive (or the Executive's executor or other legal representative in the case of the Executive's death or disability following such termination) executes a general release in the form of Exhibit A hereto within five days following the Executive's Date of Termination and has not revoked such release, then the Company shall pay to the Executive (or the Executive's beneficiary or estate) within 30 days following the Date of Termination, as compensation for services rendered to the Company: (1) a cash amount equal to the sum of (i) the Executive's full annual base salary from the Company and its affiliated companies through the Date of Termination, to the extent not theretofore paid, (ii) the Executive's annual target bonus in an amount at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the three fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, to the extent not theretofore paid and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 5) in an amount equal to (i) i)1.25 times the Executive's highest annual base salary from the Company and its affiliated companies in effect during the 12-month period prior to the Date of Termination, plus (ii) ii)1.25 times the Executive's highest annualized (target bonus for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the five fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, providedPROVIDED, HOWEVER, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any employment agreement or severance agreement, plan, policy or arrangement of the Company, Aerial Operating Company, Inc., Telephone and Data Systems, Inc. or any other Affiliate (as determined immediately prior to a Change in Control). (b1) For In addition to the payments to be made pursuant to Section 3(a) for a period of eighteen 15 months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination as provided generally with respect to other peer executives of the Company and its affiliated companies, and the Company and the Executive shall pay all share the costs of the continuation of such insurance coveragecoverage in the same proportion as such costs were shared immediately prior to the Date of Termination. (2) In addition to the payments to be made pursuant to Section 3(a), the Executive shall be entitled to outplacement services to be provided by a firm selected by the Company, provided that such outplacement services are commenced within 30 days following the Date of Termination. Payments in the aggregate amount not to exceed $12,000 shall be made directly to such outplacement firm upon submission of proper documentation to the Company. If the Executive elects not to use such outplacement services, the Executive will not be entitled to cash compensation in lieu thereof. (c) For a period of twelve months commencing on the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If during the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying Termination, then the Company shall pay to the Executive within 30 days following the Date of Termination, a cash amount equal to the sum of: of (1) the Executive's full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid, and and (2) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid.

Payments Upon Termination of Employment. (a) If Executive’s Termination Date occurs during the Termination Employment Period but not during the Transition Period (as defined in the separate Change-in-Control Agreement attached hereto (the “Change-in-Control Agreement”)) the Bank will provide to Executive the severance payments described in Section 8(b), subject to the conditions in 8(k). (b) Severance payments are only available if Executive’s employment with the Company and the Bank is terminated: (i) involuntarily by the Company or the Bank for any reason other than (A) for Cause (as defined below), or (B) the delivery of a written notice to Executive that the Bank elects not to extend the term of this Agreement, or (ii) by Executive as a result of his resignation for Good Reason (as defined below). (c) If the Executive’s termination of employment is for one of the Executive shall terminate, other than by reason of a Nonqualifying Terminationreasons in Section 8(b), then the Company Bank shall pay “Severance Pay” to Executive. For this purpose, “Severance Pay” equals the Executive’s monthly base salary in effect on the Termination Date multiplied by the total number of months remaining in the Employment Period. Payment of Severance Pay shall be subject to the Executive requirements set forth in Section 8(k). Severance Pay shall be paid as follows: (i) For the first six (6) months (or the number of months remaining in the Employment Period, if less) following Executive's beneficiary or estate’s Termination Date, Executive will receive his monthly base salary paid in equal monthly installments, but in no event shall such amount paid under this Section 8(c)(i) within 30 days following exceed the Date of Termination, as compensation for services rendered to the Companylesser of: (1) a cash amount equal $460,000 ; or (2) two (2) times Executive’s annualized compensation based upon the annual rate of pay for services to the sum of (i) Company and the Executive's full annual base salary from Bank for the Company through the Date of Termination, calendar year prior to the extent not theretofore paid, (ii) the Executive's annual bonus in an amount at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the three fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal calendar year in which the Change Termination Date occurs (adjusted for any increase during that year that was expected to continue indefinitely if the Executive’s employment had not terminated). The amount under this Section 8(c)(i) will be paid in Control occurs, multiplied equal monthly installments commencing on the first regular payroll date of the Bank that occurs following the Termination Date and following the expiration of all applicable consideration and rescission periods provided by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination law. The Company and the denominator of which is 365 or 366, as applicable, Bank and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereonintend the payments under this Section 8(c)(i) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant a “separation pay plan due to Section 5) in an amount equal to (i) the Executive's highest annual base salary involuntary separation from the Company in effect during the 12-month period prior to the Date of Termination, plus service” under Treas. Reg. § 1.409A-1(b)(9)(iii). (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonusThe remaining Severance Pay, paid or payableif any, including by reason of any deferral, to the Executive by the Company in respect of the five fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, that any amount paid pursuant to this Section 3(a)(2) shall will be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by equal monthly installments following the Executive upon termination of employment of the Executive last payment made under any severance agreement, plan, policy or arrangement of the Company. (b) For a period of eighteen months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and the Company shall pay all costs of the continuation of such insurance coverage. (c) For a period of twelve months commencing on the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregateSection 8(c)(i). (d) If during the Executive’s termination of employment is for one of the reasons in Section 8(b), and if Executive (and/or Executive’s covered dependents) is eligible for and properly elects to continue group health insurance coverage, as in place immediately prior to the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying TerminationDate, then the Company shall pay the full amount of any such premiums or cost of coverage until the earlier of (A) the expiration of the remaining term of the Employment Period or (B) the date Executive (and Executive’s covered dependents) is provided health insurance coverage by a subsequent employer. In the event that Executive’s participation in group health insurance coverage is not possible under any of the applicable plans and laws then in effect, the Company will purchase coverage reasonably comparable to the Executive within 30 days following coverage provided under the Date of Terminationplan provided by the Company, a cash amount equal to the sum extent such coverage is reasonably available, and Executive will cooperate with the Company to obtain the most favorable rate for such coverage for the Executive. All such Company-provided premiums or cost of coverage shall be paid directly to the insurance carrier or other provider by the Company. The continued coverage under this Section 8(d) is intended to be a reimbursement plan under Treas. Reg. § 409A-3(i)(1)(iv). (e) The Bank shall be entitled to deduct from any severance pay otherwise payable to Executive hereunder: (i) any amount earned as income by Executive after the Termination Date as a result of self-employment or employment with any other employer, and (ii) any amount received by Executive after the Termination Date under any short-term or long-term disability insurance plan or program provided to him by the Bank. For purposes of mitigation and reduction of the Bank’s financial obligations to Executive under this Section 8(e), Executive shall promptly and fully disclose to the Bank in writing: (i) the nature and amount of any such earned income from self-employment or employment with any other employer, (ii) the amount of any such disability insurance payments, or (iii) the fact that he has become eligible for group health insurance coverage from any other employer, and Executive shall be liable to repay any amounts to the Bank that should have been so mitigated or reduced but for Executive’s failure or unwillingness to make such disclosures. (f) If Executive’s Termination Date occurs during the Transition Period (as defined in the Change-in-Control Agreement), Executive’s employment terminates, Executive’s rights to payments and benefits shall be governed solely by the Change-in-Control Agreement. (g) If Executive’s employment with the Company or the Bank is terminated by reason of: (1i) Executive’s abandonment of his employment or Executive’s resignation for any reason other than Good Reason (as defined below), (ii) termination of Executive’s employment by the Company or the Bank for Cause (as defined below), (iii) Executive’s death, (iv) the expiration of the Employment Period, or (v) Executive's full annual ’s employment ends for reasons described under Section 7(d), (e), (f) or (g). the Bank shall pay to Executive or his beneficiary or his estate, as the case may be, his base salary from the Company through the Date of Termination, to the extent not theretofore paid, and (2) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paidTermination Date.

Payments Upon Termination of Employment. ​ (a) If the Executive’s employment with the Company is terminated during the Term by the Company for any reason other than for Cause (as defined below), or during the Term by the Executive as a result of the Executive’s resignation for Good Reason (as defined below), then the Company shall, in addition to paying the Executive’s base salary earned through the Termination Period Date, any earned and unpaid bonus compensation for the calendar year prior to the calendar year in which the Termination Date occurs, reimbursement for any unreimbursed business expenses incurred through the Termination Date, and the value of the Executive’s PTO accrued that has not been used through the Termination Date, and subject to Section 6(g), ​ (i) pay to the Executive as severance pay an amount equal to six months of Executive’s then current Base Salary, less all legally required and authorized deductions and withholdings, payable in substantially equal installments in accordance with the Company’s regular payroll cycle during the six-month period immediately following the Termination Date, provided, however, that any installments that otherwise would be payable on the Company’s regular payroll dates between the Termination Date and the thirtieth (30th) calendar day after the Termination Date will be delayed until the Company’s first regular payroll date that is more than thirty (30) days after the Termination Date and included with the installment payable on such payroll date; and ​ (ii) if the Executive is eligible for and takes all steps necessary to continue the Executive’s group health insurance coverage with the Company following the termination of the Executive’s employment with the Company (including completing and returning the forms necessary to elect COBRA coverage), pay for the portion of the premium costs for such coverage that the Company would pay if the Executive remained employed by the Company, at the same level of coverage that was in effect as of the Termination Date, through the earliest of: (A) the six-month anniversary of the Termination Date, (B) the date the Executive becomes eligible for group health insurance coverage from any other employer, or (C) the date the Executive is no longer eligible to continue the Executive’s group health insurance coverage with the Company under applicable law. ​ The Company and the Executive intend the payments under Section 6(a)(i) to be a “separation pay plan due to involuntary separation from service” under Treas. Reg. § 1.409A-1(b)(9)(iii). For purposes of mitigation under Section 6(a)(ii), the Executive shall promptly and fully disclose to the Company in writing the fact that the Executive has become eligible for group health insurance coverage from any other employer, and the Executive shall be liable to repay any amounts to the Company that should have been so mitigated but for the Executive’s failure or unwillingness to make such disclosure. For the avoidance of doubt, if the Executive’s employment is terminated without Cause or the Executive resigns for Good Reason upon or following a change in control of the Company, the Executive shall be entitled to severance in accordance with this Section 6. (b) If the Executive’s employment with the Company is terminated by the Company or the Executive during the Term by reason of: ​ (i) The Executive’s abandonment of the Executive’s employment or the Executive’s resignation for any reason other than Good Reason, ​ (ii) termination of the Executive shall terminateemployment by the Company for Cause, other than by reason of a Nonqualifying Terminationor ​ (iii) The Executive death or Disability, ​ then the Company shall pay to the Executive (or the Executive's ’s beneficiary or the Executive’s estate) within 30 days following the Date of Termination, as compensation for services rendered to the Company: (1) a cash amount equal to the sum of (i) case may be, the Executive's full annual ’s base salary from the Company earned through the Termination Date and the value of Termination, to the extent not theretofore paid, (ii) the Executive's annual bonus in an amount at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive ’s accrued PTO that has not been employed by the Company for less than 12 full months) bonus paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the three fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs used through the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 5) in an amount equal to (i) the Executive's highest annual base salary from the Company in effect during the 12-month period prior to the Date of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the five fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Company. (b) For a period of eighteen months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and the Company shall pay all costs of the continuation of such insurance coverage. (c) For a period of twelve months commencing on the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If during the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying Termination, then the Company shall pay to the Executive within 30 days following the Date of Termination, a cash amount equal to the sum of: (1) the Executive's full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid, and (2) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid.Date. ​

Payments Upon Termination of Employment. a If Executive’s employment with the Company is terminated for any reason, the Company shall pay or provide to Executive (ai) If during the amount of any earned but unpaid Base Salary through the Termination Period Date; (ii) the amount of any other earned but unpaid benefits to which Executive may be entitled under any applicable Company policy, plan or procedure (without duplication of benefits) through the Termination Date, and (iii) reimbursement of Executive’s expenses incurred through the Termination Date in accordance with Section 4(d) (collectively, the “Accrued Obligations”). b Except in the case of a Change of Control, which is governed by Section 10(c) below, if Executive’s employment with the Company is terminated by the Company pursuant to Section 9(a) effective on the date of or before the date of expiration of the Executive shall terminate, Term for any reason other than for Cause or is terminated by reason of a Nonqualifying TerminationExecutive for Good Reason, then the Company shall pay or provide to Executive, subject to Section 10(i) of this Agreement, the Executive following: i the Accrued Obligations; ii (A) if such termination is on or prior to July 31, 2026 (the Executive's beneficiary or estate) within 30 days following the Date of Termination“Second Anniversary Date”), as compensation for services rendered to the Company: (1) a cash an amount equal to one and one-half (1.5) times the sum of Executive’s Base Salary and Executive’s Target Annual Bonus, payable in equal installments for the eighteen (i18) months following such Termination Date; or (B) if such termination is after the Second Anniversary Date, continuation of Executive's full annual base salary from ’s Base Salary paid in equal monthly installments for the Company through eighteen (18) months following such Termination Date; iii any earned and unpaid Annual Bonus for the Date of Termination, to the extent not theretofore paid, (ii) the Executive's annual bonus in an amount at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the three fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change Termination Date occurs; iv a pro-rata portion of Executive’s Annual Bonus for the fiscal year in Control which the Termination Date occurs, subject to the achievement of applicable performance measures, and paid at the same time as bonuses are paid to other executives generally, but in no event later than March 15 following the year in which the Termination Date occurs; v in the event that Executive timely elects medical and dental coverage under the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse Executive for Executive’s cost of COBRA coverage for eighteen (18) months following the Termination Date; Exhibit 10.1 vi the Company shall make outplacement services available to Executive, at a total cost not to exceed $12,000, for a period of time not to exceed twelve (12) months following the Termination Date; vii Executive shall not be subject to the repayment obligations set forth in Section 4(f) (and the applicable Relocation Agreement); and viii subject to more favorable treatment in an applicable award agreement, to the extent that Executive has any equity awards outstanding as of the Termination Date, a portion of such outstanding unvested equity awards shall become vested as follows: A. with respect to any equity awards that are purely time-vesting awards, Executive shall be entitled to vest in a number of shares of Company common stock subject to such awards as required to ensure Executive has vested in a number of shares that are at least equal to the number of shares of Company common stock subject to such awards multiplied by a fraction, the numerator of which is the number of days in Executive’s completed months of service after the fiscal year in which the Change in Control occurs grant date of such award through the Termination Date of Termination and the denominator of which is 365 or 366the total number of months in the regular vesting schedule of such award, as applicabletaking into consideration for this calculation any shares of Company common stock that already vested in accordance with their regular vesting schedule, and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plusand (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 5) in an amount equal to (i) the Executive's highest annual base salary from the Company in effect during the 12-month period prior to the Date of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or B. with respect to which the equity awards that are at least partly performance-vesting awards, Executive has been employed by the shall be entitled to vest in a number of shares of Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, common stock subject to such awards equal to the Executive number of shares of Company common stock subject to such awards that would have vested based on actual levels of achievement of performance metrics over the applicable performance period multiplied by a fraction, the numerator of which is the number of Executive’s completed months of service after the grant date of such award through the Termination Date and the denominator of which is the number of months of service that were otherwise required over the applicable performance period; any shares of Company in respect of the five fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, common stock subject to performance-vesting awards that any amount paid vest pursuant to this Section 3(a)(210(b)(viii) shall be paid in lieu of any other amount of severance relating delivered to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Company. not later than sixty (b60) For a period of eighteen months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and the Company shall pay all costs of the continuation of such insurance coverage. (c) For a period of twelve months commencing on the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If during the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying Termination, then the Company shall pay to the Executive within 30 days following the Date end of Termination, a cash amount equal to the sum of: (1) the Executive's full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid, and (2) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paidapplicable performance period.

Payments Upon Termination of Employment. (a) If during In the event the Employee’s employment under this Agreement is terminated for any reason specified in Section 9 above, this Agreement shall terminate and be deemed cancelled and the Employer shall be under no obligation hereunder either to continue the Employee’s employment or to provide the Employee with any payment or benefit of any kind whatsoever, except for the Employee’s Base Salary through the Termination Period Date and such vested benefits or rights which the Employee may have accrued through the Termination Date. In addition, in the event of termination pursuant to 9B or C above, the Employer shall also pay the amount of any incentive compensation to which the Employee would have been entitled for the year of termination had the Employee’s employment not terminated, prorated to the Termination Date. (b) Except to the extent provided in Section 11 below, in the event that the Employee’s employment with the Employer is terminated without Cause; or the Employee resigns employment with the Employer for Good Reason then, in addition to accrued benefits under any other employee benefit plan (other than any severance pay plan maintained by the Employer), the Employee will be entitled to the payment of the Executive shall terminate, other than by reason of a Nonqualifying Termination, then the Company shall pay to the Executive (or the Executive's beneficiary or estate) within 30 days following the Date of Termination, as compensation for services rendered to the Company: (1) a cash amount equal to the sum greater of (i) his Base Salary for the Executive's full annual base salary otherwise remaining duration of the Term of Employment, reduced (but not below zero) by the amount of earned income, if any, from other employment (including self-employment) of the Company through Employee following termination of his employment hereunder, for the Date of Termination, to the extent not theretofore paid, same periods; or (ii) the Executive's annual bonus in an amount at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect severance pay to which the Executive has been employed by the Company for less than 12 full months) bonus paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the three fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject Employee would otherwise be entitled pursuant to any applicable severance pay plan but for the existence of this Agreement. All payments to the Employee under this Section 10 (b) shall be made in accordance with the regular payroll practices of the Employer. In addition, in either case, if the Employee or other taxes required his dependents are otherwise eligible for COBRA continuation of group health plan coverage and timely elect to be withheld pursuant to Section 5) receive it, the Employer shall pay the cost of such COBRA coverage in an amount equal to (i) 75% of the Executive's highest annual base salary monthly premium for such coverage for a period of one year. In such case, the remaining cost of such monthly premium will be deducted from the Company in effect during the 12-month period prior to the Date of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect payments to which the Executive has been employed by Employee may be entitled under this Section 10(b). Notwithstanding the Company for less than 12 full months) bonusforegoing, paid or payable, including by reason of any deferral, nothing in this Agreement shall be construed to require the Executive by to seek other employment following the Company in respect of the five fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of his employment of the Executive under any severance agreement, plan, policy or arrangement of the Company. (b) For a period of eighteen months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and the Company shall pay all costs of the continuation of such insurance coveragehereunder. (c) For a period the purposes of twelve months commencing on the Date of Termination, the Executive this Agreement “Good Reason” shall receive outplacement assistance services from an outplacement agency selected by the Executive and the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If during the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying Termination, then the Company shall pay to the Executive within 30 days following the Date of Termination, a cash amount equal to the sum of: (1) the Executive's full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid, and (2) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid.mean

Payments Upon Termination of Employment. (a) If during Executive’s employment with the Company is terminated for any reason, the Company shall pay to Executive his Base Salary through the Termination Period Date and all other benefits to which Executive may be entitled under any applicable Company policy, plan or procedure (without duplication of benefits) through the Termination Date, and reimbursement of Executive’s expenses incurred through the Termination Date in accordance with Section 4(d), (collectively, “Accrued Obligations”). (b) Except in the case of a Change of Control, which is governed by Section 10(c) below, if Executive’s employment with the Company is terminated by the Company pursuant to Section 9(a)(i) effective on the date of or before the date of expiration of the Executive shall terminate, Term for any reason other than for Cause or by reason of a Nonqualifying TerminationExecutive for Good Reason, then the Company shall pay provide to Executive, subject to Section 10(i) of this Agreement, the Executive (or the Executive's beneficiary or estate) within 30 days following the Date of Termination, as compensation for services rendered to the Companyfollowing: (1) a cash amount equal to the sum of (i) the Executive's full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid, Accrued Obligations; (ii) (A) if such termination is on or prior to the Executive's annual bonus in Second Anniversary Date, an amount at least equal to one and one-half (1.5) times the highest annualized sum of Executive’s Base Salary and Executive’s Target Annual Bonus, payable in equal installments for the 18 months following such Termination Date; or (B) if such termination is after the Second Anniversary Date, continuation of Executive’s Base Salary paid in equal monthly installments for 18 months following such Termination Date; (iii) any earned and unpaid Annual Bonus for the fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the three fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control Termination Date occurs, multiplied by ; (iv) a fraction, the numerator pro-rata portion of which is the number of days in Executive’s Annual Bonus for the fiscal year in which the Change Termination Date occurs, subject to the achievement of applicable performance measures, and paid at the same time as bonuses are paid to other executives generally, but in Control occurs through no event later than March 15 following the year in which the Termination Date occurs; (v) in the event that Executive timely elects medical and dental coverage under the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse Executive for Executive’s cost of COBRA coverage for 18 months following the Termination Date; (vi) the Company shall make outplacement services available to Executive, at a cost not to exceed $12,000, for a period of time not to exceed 12 months following the Termination Date; and (vii) Executive shall not be subject to the repayment obligations set forth in Section 4(b)(ii) or Section 4(f) (and the denominator applicable Relocation Agreement). (c) If Executive’s employment is terminated by the Company without Cause in the 24 months following a Change of which Control (as defined below) and on or prior to the date of the expiration of the Term, or if Executive’s employment is 365 terminated by Executive for Good Reason in the 24 months following a Change of Control and on or 366prior to the date of the expiration of the Term, as applicablethen the Company shall provide to Executive, subject to Executive’s compliance with Section 10(i) of this Agreement, the following: (i) the Accrued Obligations; (ii) (A) if such termination is on or prior to the Second Anniversary Date, an amount equal to two (2) times the sum of Executive’s Base Salary and Executive’s Target Annual Bonus payable in a single lump sum payment to be paid no later than 60 days following the Termination Date; or (B) if such termination is after the Second Anniversary Date, an amount equal to three (3) times Executive’s Base Salary payable in a single lump sum payment paid no later than 60 days following the Termination Date; (iii) any compensation previously deferred by earned and unpaid Annual Bonus for the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 5) in an amount equal to (i) the Executive's highest annual base salary from the Company in effect during the 12-month period prior to the Date of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the five fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change Termination Date occurs; (iv) a pro-rata portion of Executive’s Target Annual Bonus for the fiscal year in Control which the Termination Date occurs, provided, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by no later than 60 days following the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Company.Termination Date; (bv) For a period of eighteen months commencing on in the Date of Terminationevent that Executive timely elects medical and dental coverage under COBRA, the Company shall continue to keep in full force and effect all policies reimburse Executive for Executive’s cost of medical, accident, disability and life insurance with respect to COBRA coverage for 18 months following the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and Date; (vi) the Company shall pay all costs of the continuation of such insurance coverage. (c) For make outplacement services available to Executive, at a cost not to exceed $12,000, for a period of twelve time not to exceed 12 months commencing on the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If during following the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying Termination, then the Company shall pay to the Executive within 30 days following the Date of Termination, a cash amount equal to the sum of: (1) the Executive's full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid, Date; and (2vii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case shall not be subject to the extent not theretofore paidrepayment obligations set forth in Section 4(b)(ii) or Section 4(f) (and the applicable Relocation Agreement).

Payments Upon Termination of Employment. (a) If during the Termination Period the employment of the Executive shall terminate, terminate other than by reason of a Nonqualifying Termination, then the Company shall pay to the Executive (or the Executive's beneficiary or estate) within 30 days following the Date of Termination, as compensation for services rendered to the Company: (1) a cash amount payable within 30 days following the Date of Termination equal to the sum of (i) the Executive's full annual base salary due from the Company through the Date of Termination, to the extent not theretofore paid, Termination (ii) the Executive's annual bonus in an amount at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus paid or payable, including by reason of any deferral, to the Executive by the Company in respect average of the Executive's annual bonus for the last three (3) fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year periodwas employed) immediately preceding the fiscal year in which the Change in Control such termination occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 5) in an amount equal to six (i6) months of the Executive's highest annual base salary from the Company in effect during the 12-six (6) month period prior to the Date of Termination, plus (ii) Termination payable at such intervals and times as the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonusbase salary would otherwise be paid; provided, paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the five fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, providedhowever, that any amount paid pursuant to --------- ------- this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Company. (b) For a period of eighteen months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and the Company shall pay all costs of the continuation of such insurance coverage. (c) For a period of twelve months commencing on the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If during the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying Termination, then the Company shall pay to the Executive within 30 thirty (30) days following the Date of Termination, a cash amount equal to the sum of: of (1) the Executive's full annual base salary due from the Company through the Date of Termination, to the extent not theretofore paid, and Termination and (2) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid.

Payments Upon Termination of Employment. (a) If during the Termination Period the employment of the Executive Employee shall terminate, other than by reason of a Nonqualifying Termination, then the Company Employer shall pay to the Executive Employee (or the ExecutiveEmployee's beneficiary or estate) within 30 ten (10) days following the Date of Termination, as compensation for services rendered to the CompanyEmployer: (1) a lump-sum cash amount equal to the sum of (iA) the ExecutiveEmployee's full annual unpaid base salary from the Company Employer and its affiliate companies through the Date of TerminationTermination (without taking into account any reduction of base salary constituting Good Reason), (B) any bonus payments which have become payable, to the extent not theretofore paid, (ii) the Executive's annual bonus in an amount at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the three fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iiiC) any compensation previously deferred by the Executive Employee other than pursuant to a tax-qualified plan (together with any interest and earnings thereon) and any unpaid accrued vacation payvacation, in each case to the extent not theretofore paid; plus; (2) to the extent not paid under the terms of the Employer's annual incentive compensation plan, a lump-sum cash amount equal to the target award for the Employee under such annual incentive compensation plan for the fiscal year in which his Date of Termination occurs, reduced pro rata for that portion of the fiscal year not completed as of the end of the month in which such Date of Termination occurs; and (3) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 5) in an amount equal to the sum of (iA) twice the ExecutiveEmployee's highest annual rate of base salary from the Company in effect during the 12-month period prior to the Date of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the five fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Company. (b) For a period of eighteen months commencing on the Date of Termination, the Company shall continue to keep in full force Employer and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been its affiliated companies in effect immediately prior to the Date of Termination and (not taking into account any reductions which would constitute Good Reason) plus (B) the Company shall pay all costs average annualized bonus earned by the Employee from the Employer (or its Subsidiaries) during the three fiscal years (or shorter annualized period if Employee had not been employed for the full three-year period) ending immediately prior to the year of the continuation of such insurance coverageChange in Control. (cb) For If during the Termination Period the employment of Employee shall terminate, other than by reason of a Nonqualifying Termination, then for a period of twelve eighteen (18) months commencing on following the Date of Termination, the Executive Employer shall provide Employee (and Employee's dependents, if applicable) with the same level of medical, dental, accident, disability, and life insurance benefits upon substantially the same terms and conditions (including contributions required from Employee to receive outplacement assistance services from an outplacement agency selected by such benefits) as existed immediately prior to Employee's Date of Termination (or, if more favorable to Employee, as such benefits and terms and conditions existed immediately prior to the Executive and the Company shall pay all costs of such servicesChange in Control); provided that such costs shall provided, that, if Employee cannot exceed $15,000 continue to participate in the aggregate-------- ---- Employer plans providing such benefits, the Employer shall otherwise provide such benefits on the same after-tax basis as if continued participation had been permitted. Notwithstanding the foregoing, if Employee becomes reemployed with another employer and is eligible to receive welfare benefits from such employer, the welfare benefits described herein shall be secondary to such benefits during the period of Employee's eligibility, but only to the extent that the Employer reimburses Employee for any increased cost and provides any additional benefits necessary to give Employee the benefits promised hereunder. (c) Any amount of severance paid pursuant to this Section 6 shall offset any other amount of severance to be received by Employee upon termination of employment of Employee under any other severance plan or policy of the Employer, including any employment agreement. (d) If during the Termination Period the employment of the Executive Employee shall terminate by reason of a Nonqualifying Termination, then the Company Employer shall pay to the Executive Employee within 30 ten (10) days following the Date of Termination, Termination a lump sum cash amount equal to the sum of: of (1i) the ExecutiveEmployee's full annual unpaid base salary from the Company Employer through the Date of Termination, (ii) any bonus payments which have become payable, to the extent not theretofore paid, and and (2iii) any compensation previously deferred by the Executive Employee other than pursuant to a tax-qualified plan (together with any interest and earnings thereon) and any unpaid accrued vacation payvacation, in each case to the extent not theretofore paid.

Payments Upon Termination of Employment. (ai) If during In the Termination Period event of Employee’s termination of employment by the employment of the Executive shall terminateCompany for any reason, other than by reason of a Nonqualifying Terminationexcept as otherwise provided in Section 3(b)(ii) below, then the Company shall pay not have any other or further obligations to Employee under this Agreement (including any financial obligations) except that Employee shall be entitled to receive (i) Employee’s fully earned but unpaid base salary, through the Termination Date at the rate then in effect, and (ii) all other amounts or benefits to which Employee is entitled under any compensation, retirement or benefit plan or practice of the Company at the time of termination in accordance with the terms of such plans or practices, including, without limitation, any continuation of benefits required by COBRA or applicable law. In addition, all vesting of Employee’s unvested stock options previously granted to her by the Company shall cease and none of such unvested stock options shall be exercisable following the Termination Date. The foregoing shall be in addition to, and not in lieu of, any and all other rights and remedies which may be available to the Executive Company under the circumstances, whether at law or in equity. (or ii) In the Executive's beneficiary or estate) within 30 days following event of Employee’s termination of employment by the Date of TerminationCompany without Cause (as defined below), as compensation for services rendered in addition to the amounts or benefits specified in Section 3(b)(i) above, and subject to Section 3(b)(iii) and 9(o) and Employee’s continued compliance with Section 4, Employee shall be entitled to receive, in lieu of any severance benefits to which Employee may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (1A) a cash an amount equal to the sum of (i) the Executive's full annual remaining base salary from the Company payable to Employee pursuant to Section 2(a) through the Date Expiration Date, payable in a lump sum within ten (10) days following the effective date of Termination, Employee’s Release (as defined below); (B) to the extent not theretofore paid, (ii) the Executive's annual bonus in an amount at least equal to the highest annualized (for any fiscal year consisting Employee’s termination of less than 12 full months or with respect to which the Executive has been employed employment by the Company for less than 12 full months) bonus paid or payable, including by reason of any deferral, without Cause occurs prior to the Executive by date on which annual bonuses are paid for 2013 pursuant to the Company in respect of the three fiscal years of the Company Company’s annual bonus plan, Employee’s target annual bonus for 2013 (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case target bonus will be pro-rated to the extent not theretofore paidEmployee’s termination of employment occurs prior to December 31, 2013), payable in a lump sum within ten (10) days following the effective date of Employee’s Release; plusand (C) for the period beginning on the date of Employee’s termination of employment and ending on the Expiration Date (or, if earlier, (1) the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires or (2) the date Employee becomes eligible to receive the equivalent or increased healthcare coverage from a lump-sum cash amount subsequent employer) (subject such period, the “COBRA Coverage Period”), if Employee elects to any applicable payroll or other taxes required to be withheld pursuant to Section 5) in have COBRA coverage and is eligible for such coverage, the Company shall reimburse Employee on a monthly basis for an amount equal to (i1) the Executive's highest annual base salary from monthly premium Employee or her dependents is required to pay for continuation coverage pursuant to COBRA for Employee (if applicable) and her eligible dependents who were covered under the Company’s health plans as of the date of Employee’s termination of employment (calculated by reference to the premium as of the date of Employee’s termination of employment) less (2) the amount Employee would have had to pay to receive group health coverage form Employee and her dependents based on the cost sharing levels in effect on the date of Employee’s termination of employment (the “Monthly Company Payment Amount”). If any of the Company’s health benefits are self-funded as of the date of Employee’s termination of employment, or if the Company cannot provide the foregoing benefits in effect during a manner that is exempt from Section 409A (as defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the 12-month period prior Public Health Service Act), instead of providing the reimbursements as set forth above, the Company shall instead pay to Employee a taxable monthly payment for the COBRA Coverage Period equal to the Date Monthly Company Payment Amount. Employee shall be solely responsible for all matters relating to her continuation of Terminationcoverage pursuant to COBRA, plus (ii) including, without limitation, her election of such coverage and her timely payment of premiums. The foregoing severance benefits shall be the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect exclusive severance benefits to which the Executive has been employed by the Company for less than 12 full monthsEmployee is entitled. (iii) bonus, paid or payable, including by reason As a condition to Employee’s receipt of any deferralpost-termination benefits pursuant to Section 3(b)(ii) above, to the Executive by the Company Employee shall execute and not revoke a general release of all claims in respect of the five fiscal years favor of the Company (or such portion thereof during which the Executive performed services for “Release”) in the Company if form attached hereto as Exhibit A. In the Executive shall have been employed by event Employee’s Release does not become effective within the Company for less than such fifty-five fiscal year period(55) immediately preceding day period following the fiscal year in which the Change in Control occurs, provided, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu date of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon Employee’s termination of employment of the Executive under any severance agreementemployment, plan, policy or arrangement of the Company. (b) For a period of eighteen months commencing on the Date of Termination, the Company Employee shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect not be entitled to the Executive aforesaid payments and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and the Company shall pay all costs of the continuation of such insurance coveragebenefits. (c) For a period of twelve months commencing on the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If during the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying Termination, then the Company shall pay to the Executive within 30 days following the Date of Termination, a cash amount equal to the sum of: (1) the Executive's full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid, and (2) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid.

Payments Upon Termination of Employment. (a) If during If, prior to the Termination Period the employment end of the Executive shall terminateTerm, (i) Executive’s employment with the Company is terminated by the Company for any reason other than by reason of a Nonqualifying Terminationfor Cause (as defined below), or (ii) Executive resigns his employment for Good Reason (as defined below), then the Company shall shall, in addition to payment to Executive of his then current base salary and any incentive award earned by Executive pursuant to the terms and conditions of the Incentive Plan through the Termination Date, and subject to the conditions in Section 11(g): (i) pay to the Executive (or the Executive's beneficiary or estate) within 30 days following the Date of Termination, as compensation for services rendered to the Company: (1) a cash severance pay an amount equal to the sum of (i) the Executive's full annual his then current base salary from for a period of 12 consecutive months after the Company through the Date of Termination, to the extent not theretofore paid, Termination Date; (ii) if Executive elects to continue for himself and his eligible dependents group health, dental and life insurance coverage with the Executive's annual bonus Company following the Termination Date, pay the full cost of such coverage at the same level of coverage that was in an amount at least equal to effect as of the highest annualized Termination Date for a period of 18 consecutive months after the Termination Date; and (for any fiscal year consisting of less than 12 full months or with respect to which the iii) if Executive has been employed by the Company for less than 12 full months) bonus paid or payable, including by reason of any deferral, to the Executive by the Company in respect as of the three fiscal years Termination Date for at least six (6) months of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control Termination Date occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iii) pay to Executive any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case annual incentive award that would have been payable to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld him pursuant to Section 54(c) in an amount equal to (i) the Executive's highest annual base salary from the Company in effect during the 12-month period prior to the Date of Termination, plus (ii) the Executive's highest annualized (this Agreement for any such fiscal year consisting as if Executive had been in the employ of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 the full monthsfiscal year, based on actual Company performance for such fiscal year. Any amount payable to Executive or for the benefit of Executive and his eligible dependents shall be subject to applicable deductions and withholdings. Severance pay pursuant to Section 11(a)(i) bonus, shall be paid or payable, including by reason of any deferral, to the Executive by the Company in respect of equal installments in accordance with the five fiscal years Company’s regular payroll schedule, commencing on the first normal payroll date of the Company (or such portion thereof during which following the Executive performed services expiration of the applicable rescission periods provided by law and continuing for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, that any amount paid twelve months thereafter. Any incentive award payable pursuant to this Section 3(a)(211(a)(iii) shall be paid in lieu of any to Executive at the same time as incentive awards for such fiscal year are paid to other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement executives of the Company. (b) For a period of eighteen months commencing on the Date of Termination, If Executive’s employment with the Company shall continue to keep in full force and effect all policies is terminated by reason of: (i) Executive’s abandonment of medical, accident, disability and life insurance with respect to his employment or Executive’s resignation without Good Reason (as defined below); (ii) termination of Executive’s employment by the Executive and his dependents Company for Cause (as defined below); (iii) Executive’s Disability or death; or (iv) expiration of the Term of Executive’s employment with the same level of coverageCompany, upon the same terms and otherwise to the same extent as such policies shall have been specified in effect immediately prior to the Date of Termination and the Company shall pay all costs of the continuation of such insurance coverage. (c) For a period of twelve months commencing on the Date of TerminationSection 2 hereof, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If during the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying Termination, then the Company shall pay to Executive or his beneficiary or his estate, as the case may be, his then current base salary and any incentive award earned by Executive within 30 days following the Date of Termination, a cash amount equal pursuant to the sum of: (1) terms and conditions of the Executive's full annual base salary from the Company Incentive Plan through the Date of Termination, to the extent not theretofore paid, and (2) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paidTermination Date.

Payments Upon Termination of Employment. (a) If during the Termination Period the employment of the Executive shall terminate, other than by reason of a Nonqualifying Termination, then the Company shall pay to the Executive (or the Executive's beneficiary or estate) as compensation for services rendered to the Company (i) in the event such employment terminates more than 60 days prior to a Change of Control, at such intervals as Executive's base salary and at such time as Executive's annual bonus would otherwise be paid, and (ii) in the event such employment terminates less than 60 days prior to a Change of Control or terminates after a Change of Control, within 30 days following the Date of Termination, as compensation for services rendered to the CompanyTermination in a lump sum: (1) a cash amount equal to the sum of (i) the Executive's full annual base salary from the Company and its affiliated companies through the Date of Termination, to the extent not theretofore paid, (ii) the Executive's annual bonus in an amount at least equal to the highest annualized higher of (for any x) one-half of the maximum bonus the Executive could earn during the fiscal year consisting during which such termination occurs and (y) the average of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) Executive's annual bonus paid or payable, including by reason of any deferral, to the Executive by the Company and its affiliated companies in respect of the three fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control such termination occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 54) in an amount equal to (i) two (2) times (1.5 times if a Change of Control has not occurred) the Executive's highest annual base salary from the Company and its affiliated companies in effect during the 12-month period prior to the Date of Termination, plus (ii) two (2) times (1.5 times if a Change of Control has not occurred) an amount at least equal to the higher of (x) one-half of the maximum bonus the Executive could earn during the fiscal year during which such termination occurs and (y) the average of the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, annual bonus paid or payable, including by reason of any deferral, to the Executive by the Company and its affiliated companies in respect of the five three fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five three fiscal year period) immediately preceding the fiscal year in which such termination in which the Change in Control termination occurs, provided, however, that in the event there are fewer than 24 -------- ------- (18 if a Change of Control has not occurred) whole months remaining from the Date of Termination to the Termination Date, the amount calculated in accordance with this Section 3(a)(2) shall be reduced as determined by multiplying such amount by a fraction the numerator of which is the number of months, including any partial month (with any partial month being expressed as a fraction the numerator of which is the number of days remaining in such month and the denominator of which is the number of days in such month), so remaining and the denominator of which is 24 (18 if a Change of Control has not occurred); provided further, that any amount paid pursuant to this Section 3(a)(2) shall be -------- ------- paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Company. (b) For If during the Termination Period the employment of the Executive shall terminate other than by reason of a Nonqualifying Termination, in addition to the payments to be made pursuant to paragraph (a) of this Section 3, for a period of eighteen two years (18 months if a Change in Control has not occurred) commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination Termination, and the Company and the Executive shall pay all share the costs of the continuation of such insurance coveragecoverage in the same proportion as such costs were shared immediately prior to the Date of Termination; provided that, if Executive -------- ---- becomes eligible during such period to participate in another group plan with respect to any such policies by reason of subsequent employment or otherwise, the Executive's coverage under the Company policies will terminate in accordance with the transition of coverage provisions in the Company's policies. (c) For a period of twelve months commencing on the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If during the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying Termination, then the Company shall pay to the Executive within 30 days following the Date of Termination, a cash amount equal to the sum of: of (1) the Executive's full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid, and paid and (2) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid.

Payments Upon Termination of Employment. (a) If during Executive's employment with the Company is terminated by reason of: (i) Executive's abandonment of his employment or Executive's resignation for any reason (whether or not such resignation is set forth in writing or otherwise communicated to the Company); (ii) termination of Executive's employment by the Company for Cause (as defined below); or (iii) termination of Executive's employment by the Company without Cause following expiration of the Term; the Company shall pay to Executive his then-current base salary through the Termination Period Date. (b) Except in the case of a Change in Control, which is governed by Section 10(c) below, if Executive's employment with the Company is terminated by the Company pursuant to Section 9(a)(i) effective prior to the expiration of the Executive shall terminate, Term for any reason other than by reason of a Nonqualifying Terminationfor Cause (as defined below), then the Company shall pay to the Executive (or the Executive's beneficiary or estate, subject to Section 10(h) within 30 days following the Date of Termination, as compensation for services rendered to the Companythis Agreement: (1) a cash amount equal to the sum of (i) the Executive's full annual his then-current base salary from the Company through the Date of Termination, to the extent not theretofore paid, Termination Date; (ii) any earned and unpaid annual Incentive Bonus for the Executive's annual bonus fiscal quarter immediately preceding the fiscal quarter in an amount at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Termination Date occurs; (iii) the amount of his then current base salary that Executive has been employed would have received from the Termination Date through the date that is 180 days following such Termination Date; and (iv) 50% of the aggregate quarterly Incentive Bonus earned by Executive for the Company for less than 12 last four full monthsfiscal quarters immediately preceding the fiscal quarter in which the Termination Date occurs. Any amount payable to Executive pursuant to Section 10(b)(iii) bonus shall be subject to deductions and withholdings and shall be paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the three fiscal years same periodic installments in accordance with the Company's regular payroll practices commencing on the first normal payroll date of the Company (or such portion thereof during which following the expiration of all applicable rescission periods provided by law. Any amount payable to Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 510(b)(ii) in an amount equal shall be paid to (i) the Executive's highest annual base salary from the Company in effect during the 12-month period prior to the Date of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect the same manner and at the same time that Incentive Bonus payments are made to current employees of the five fiscal years Company, but no earlier than the first normal payroll date of the Company (or such portion thereof during which following the expiration of all applicable rescission periods provided by law. Any amount payable to Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, that any amount paid pursuant to this Section 3(a)(210(b)(iv) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received Executive by the Executive upon termination of employment of Company in the Executive under any severance agreement, plan, policy or arrangement of the Company. (b) For a period of eighteen months commencing same manner and on the Date of Termination, the Company shall continue same date as any payment would be made pursuant to keep in full force and effect all policies of medical, accident, disability and life insurance with respect Section 10(b)(ii) if Executive were entitled to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and the Company shall pay all costs of the continuation of such insurance coveragepayment. (c) For If Executive's employment is terminated by the Company without Cause following a period Change in Control as defined in this Agreement and before the end of twelve months commencing on the Date Term of Terminationthis Agreement, or if the Executive shall receive outplacement assistance services from an outplacement agency selected Executive's employment is terminated by the Executive for Good Reason following a Change in Control and before the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If during the Termination Period the employment end of the Executive shall terminate by reason of a Nonqualifying TerminationTerm, then the Company shall pay to Executive, subject to Executive's compliance with Section 10(h) of this Agreement, his then current base salary and incentive bonus through the end of Term of the Agreement, but in no event will the Company pay the Executive within 30 days following less than one year of his current base salary and incentive bonus. (d) If Executive's employment with the Date of Termination, a cash amount equal Company is terminated effective prior to the sum of: (1) expiration of the Term by reason of Executive's full annual death or Disability, the Company shall pay to Executive or his beneficiary or his estate, as the case may be, his then-current base salary from the Company through the Termination Date, any earned and unpaid quarterly Incentive Bonus for the fiscal quarter preceding the fiscal quarter in which the Termination Date occurs and a pro-rated portion of Terminationany quarterly Incentive Bonus for the fiscal quarter in which the Termination Date occurs, to based on the extent not theretofore paid, and (2) any compensation previously deferred number of days during such fiscal quarter that Executive was employed by the Executive (together with any interest Company, payable in the same manner and earnings thereon) and any accrued vacation pay, in each case at the same time that Incentive Bonus payments are made to current employees of the extent not theretofore paidCompany.

Payments Upon Termination of Employment. (a) If during Executive's employment with the Company is terminated by reason of: (i) Executive's abandonment of Executive's employment or Executive's resignation for any reason (whether or not such resignation is set forth in writing or otherwise communicated to the Company); (ii) termination of Executive's employment by the Company for Cause (as defined below); or (iii) termination of Executive's employment by the Company without Cause following expiration of the Term; the Company shall pay to Executive his or her then-current base salary through the Termination Period Date and any and all other benefits to which Executive may be entitled under any applicable Company policy, plan or procedure (without duplication of benefits). (b) Except in the case of a Change in Control, which is governed by Section IO(c) below, if Executive's employment with the Company is terminated by the Company pursuant to Section 9(a)(i) effective prior to the expiration of the Executive shall terminate, Term for any reason other than by reason of a Nonqualifying Terminationfor Cause (as defined below), then the Company shall pay to the Executive (or the Executive's beneficiary or estate, subject to Section IO(g) within 30 days following the Date of Termination, as compensation for services rendered this Agreement and in addition to the Companyconsideration described in Section 4(b) above, the following amounts: (1) a cash amount equal to the sum of (i) the Executive's full annual then-current base salary from the Company through the Date of Termination, to the extent not theretofore paid, Termination Date; (ii) pro rata portions of any quarterly and annual non-equity bonus payouts under any non­ equity incentive-based compensation plans then in effect (provided that any applicable performance measures are achieved); and (iii) the amount of Executive's annual bonus in an then current base salary that Executive would have received from the Termination Date through the date that is nine months following such Termination Date. Any amount at least equal payable to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect Executive pursuant to which the Executive has been employed by the Company for less than 12 full monthsSection IO(b)(iii) bonus shall be subject to deductions and withholdings and shall be paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the three fiscal years same periodic installments in accordance with the Company's regular payroll practices commencing on the first normal payroll date of the Company (or such portion thereof during which following the expiration of all applicable rescission periods provided by law. Any amount payable to Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 5IO(b)(ii) in an amount equal shall be subject to (i) the Executive's highest annual base salary from the Company in effect during the 12-month period prior deductions and withholdings and shall be paid to the Date of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect the same manner and at the same time that incentive bonus payments are made to current employees of the five fiscal years Company, but no earlier than the first normal payroll date of the Company (or such portion thereof during which following the Executive performed services for expiration of all applicable rescission periods provided by law and no later than March 15 th of the Company if year following the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control Termination Date occurs, provided, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Company. (b) For a period of eighteen months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and the Company shall pay all costs of the continuation of such insurance coverage. (c) For If Executive's employment is terminated by the Company without Cause following a period Change in Control as defined in this Agreement and before the end of twelve months commencing on the Date of TerminationTerm, or if the Executive shall receive outplacement assistance services from an outplacement agency selected Executive's employment is terminated by the Executive for Good Reason following a Change in Control and before the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If during the Termination Period the employment end of the Executive shall terminate by reason of a Nonqualifying TerminationTerm, then the Company shall pay to Executive, subject to Executive's compliance with Section lO(g) of this Agreement, the Executive within 30 days following lesser of the Date total of TerminationExecutive's then current base salary and prorated non-equity incentive bonus payouts as referenced above through the end of the Term of the Agreement, a cash amount equal to the sum of:or nine months of Executive's current base salary. (1i) A "Change of Control" shall mean that a "Corporate Transaction" as defined in the Executive's full annual base salary from Plan has taken place during the Company through the Date of Termination, to the extent not theretofore paid, and (2) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paidTerm.

Payments Upon Termination of Employment. (a) If during the Termination Period the employment of the Executive shall terminate, other than by reason of a Nonqualifying Termination, then the Company shall pay to the Executive (or the Executive's beneficiary or estate) within 30 ten (10) days following the Date of Termination, as compensation for services rendered to the Company: (1) a lump-sum cash amount equal to the sum of (iA) the Executive's full annual unpaid base salary from the Company and its affiliated companies through the Date of TerminationTermination (without taking into account any reduction of base salary constituting Good Reason), (B) any bonus payments which have become payable, to the extent not theretofore paid, (ii) the Executive's annual bonus in an amount at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the three fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iiiC) any compensation previously deferred by the Executive other than pursuant to a tax-qualified plan (together with any interest and earnings thereon) and any unpaid accrued vacation payvacation, in each case to the extent not theretofore paid; plus; (2) to the extent not paid under the terms of such annual incentive compensation plan, a lump-sum cash amount equal to the target award for the Executive under the Company's annual incentive compensation plan for the fiscal year in which his Date of Termination occurs, reduced pro rata for that portion of the fiscal year not completed as of the end of the month in which such Date of Termination occurs; and (3) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 5) in an amount equal to two (i2) times the sum of (A) Executive's highest annual rate of base salary from the Company in effect during the 12-month period prior to the Date of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the five fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Company. (b) For a period of eighteen months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been its affiliated companies in effect immediately prior to the Date of Termination and (not taking into account any reductions which would constitute Good Reason) plus (B) the average annualized bonus earned by the Executive from the Company shall pay all costs (or its Subsidiaries) during the three fiscal years (or shorter annualized period if Executive had not been employed for the full three-year period) ending immediately prior to the year of the continuation of such insurance coverageChange in Control. (c) For a period of twelve months commencing on the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (db) If during the Termination Period the employment of Executive shall terminate, other than by reason of a Nonqualifying Termination, then for a period of thirty-six (36) months following the Date of Termination, the Company shall provide Executive (and Executive's dependents, if applicable) with the same level of medical, dental, accident, disability, and life insurance benefits upon substantially the same terms and conditions (including contributions required from Executive to receive such benefits) as existed immediately prior to Executive's Date of Termination (or, if more favorable to Executive, as such benefits and terms and conditions existed immediately prior to the Change in Control); provided, that, if Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on the same after-tax basis as if continued participation had been permitted. Notwithstanding the foregoing, if Executive becomes reemployed with another employer and is eligible to receive welfare benefits from such employer, the welfare benefits described herein shall be secondary to such benefits during the period of Executive's eligibility, but only to the extent that the Company reimburses Executive for any increased cost and provides any additional benefits necessary to give Executive the benefits promised hereunder. (c) If during the Termination Period the employment of Executive shall terminate, other than by reason of a Nonqualifying Termination, and Executive has attained age fifty (50) with ten (10) years of service with the Company (or any of its affiliates) at the time of the Date of Termination, Executive shall be eligible to receive retiree medical benefits from the Company at the conclusion of the thirty-six (36) months of benefit coverage set forth in Section 3(b). The retiree medical benefits (including contributions required from Executive to receive such benefits) to be provided to Executive (and Executive's eligible dependents) by the Company shall be no less favorable than the benefits (and cost to Executive) under the retiree medical program as of immediately prior to Executive's Date of Termination (or, if more favorable to Executive, as of immediately prior to the Change in Control), and shall be provided to Executive (and Executive's eligible dependents) notwithstanding any amendment to, or termination of, the Company's retiree medical program. (d) Any amount of severance paid pursuant to this Section 3 shall offset any other amount of severance to be received by Executive upon termination of employment of Executive under any other severance plan or policy of the Company, including any employment agreement. (e) If during the Termination Period the employment of Executive shall terminate by reason of a Nonqualifying Termination, then the Company shall pay to the Executive within 30 ten (10) days following the Date of Termination, Termination a lump sum cash amount equal to the sum of: of (1i) the Executive's full annual unpaid base salary from the Company through the Date of Termination, (ii) any bonus payments which have become payable, to the extent not theretofore paid, and and (2iii) any compensation previously deferred by the Executive other than pursuant to a tax-qualified plan (together with any interest and earnings thereon) and any unpaid accrued vacation payvacation, in each case to the extent not theretofore paid.

Payments Upon Termination of Employment. (a) If during the Termination Period the employment of the Executive Employee shall terminate, other than by reason of a Nonqualifying Termination, then the Company ServiceMaster shall pay to the Executive Employee (or the Executive's Employee’s beneficiary or estate) within 30 days following the Date of Termination), as compensation for services rendered to the CompanyServiceMaster and its affiliated companies: (1) a lump sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 5 and any applicable deferral election under a deferred compensation plan or arrangement maintained by ServiceMaster or any of its affiliated companies) equal to the sum of (i) the Executive's Employee’s full annual base salary from the Company ServiceMaster and its affiliated companies through the Date of Termination, to the extent not theretofore previously paid, (ii) the Executive's Employee’s annual bonus under ServiceMaster’s and its affiliated companies’ annual bonus plan (ABP) in an amount at least equal to the highest annualized (for any fiscal year consisting annual bonus of less than 12 full months or the Employee earned pursuant to the terms of the ABP with respect to which the Executive has been employed by the Company for less than 12 full months) bonus paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the three fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding prior to the fiscal year in which the Date of Termination occurs, to the extent not previously paid; provided, however, that for purposes of this subsection (a)(1)(ii), in the event the Date of Termination occurs during 2007, the amount shall equal the annual bonus payable in respect of 2006 pursuant to Section 4(b) of the Employee’s Employment Agreement dated as of June 30, 2006, (iii) any accrued vacation pay, to the extent not previously paid, and (iv) an amount equal to the Employee’s target annual ABP bonus (without regard to any amounts that would otherwise be deferred) immediately prior to the Change in Control (or if higher, the Employee’s target annual ABP bonus in respect of the fiscal year in which the Date of Termination occurs), multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control Date of Termination occurs through and including the Date of Termination and the denominator of which is 365 or 366, as applicable; provided, and however, that for purposes of this subsection (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation paya)(1)(iv), in each case to the extent not theretofore paidevent the Date of Termination occurs during 2006, the amount shall equal the sum of $150,000 plus the amount determined by multiplying $450,000 by a fraction, the numerator of which is the number of days from and including July 1, 2006 through and including the Date of Termination and the denominator of which is 184; plus (2) a lump-lump sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 5) in an amount equal to the sum of (i) one (1) times the Executive's Employee’s highest annual base salary from the Company ServiceMaster and its affiliated companies (without regard to any amounts that would otherwise be deferred) in effect during the 12-month period prior to the Date of TerminationTermination plus 1/12th of such base salary for each completed calendar month of service beginning July 1, plus 2006 through and including the Date of Termination (up to a maximum of 24 completed months at June 30, 2008), and (ii) one (1) times the Executive's highest annualized Employee’s target annual ABP bonus (for without regard to any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full monthsamounts that would otherwise be deferred) bonus, paid or payable, including by reason of any deferral, immediately prior to the Executive by Change in Control (or, if higher, the Company target annual ABP bonus in respect of the five fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control Date of Termination occurs) plus 1/12th of such target annual ABP bonus for each completed calendar month of service beginning July 1, 2006 through and including the Date of Termination (up to a maximum of 24 completed months at June 30, 2008); provided, however, that if the Date of Termination shall occur in 2006, Employee’s target annual ABP bonus for purposes of this Section 3(a)(2) shall be $900,000; and provided, further, any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive Employee upon termination of employment of the Executive Employee under any severance agreement, plan, policy or arrangement of the CompanyServiceMaster or its affiliated companies. (b1) In addition to the payments to be made pursuant to paragraph (a) of this Section 3, if on the Date of Termination the Employee shall not be fully vested in any employer contributions made on the Employee’s behalf under the ServiceMaster Profit Sharing and Retirement Plan or ServiceMaster Deferred Compensation Plan or any similar plan(s) of ServiceMaster or its affiliated companies, ServiceMaster shall pay to the Employee a lump sum cash amount equal to the value of the unvested portion of such employer contributions; provided, however, that if any payment pursuant to this Section 3(b)(1) may or would result in such payment being deemed a transaction which is subject to Section 16(b) of the Exchange Act, ServiceMaster shall make such payment so as to meet the conditions for an exemption from such Section 16(b) as set forth in the rules (and interpretive and no-action letters relating thereto) under Section 16. The value of any such unvested employer contributions shall be determined as of the Date of Termination; provided, however, that if ServiceMaster common stock (or any successor security) is traded on the New York Stock Exchange on the Date of Termination, the value of a share of ServiceMaster common stock (or any successor security) shall be the closing price on the New York Stock Exchange on the Date of Termination or, if such date is not a trading day, on the immediately preceding trading day. (2) For a period of eighteen one year plus one month for each completed calendar month of service beginning July 1, 2006 through and including the Date of Termination (up to a maximum of 24 completed months at June 30, 2008), commencing on the Date of Termination, the Company ServiceMaster and its affiliated companies shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive Employee and his the Employee’s dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date date of Termination the Change in Control or, if more favorable to the Employee, as provided generally with respect to other peer employees of ServiceMaster and its affiliated companies, and ServiceMaster and the Company Employee shall pay all share the costs of the continuation of such insurance coveragecoverage in the same proportion as such costs were shared immediately prior to the date of the Change in Control. After the expiration of such three-year period, the Employee shall be entitled to continue the Employee’s medical coverage under Federal law (COBRA). (c) For a period of twelve months commencing on the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If during the Termination Period the employment of the Executive Employee shall terminate by reason of a Nonqualifying Termination, then the Company ServiceMaster shall pay to the Executive within 30 days following the Date of Termination, Employee: (1) a lump sum cash amount equal to the sum of: (1i) the Executive's Employee’s full annual base salary from the Company ServiceMaster and its affiliated companies through the Date of Termination, to the extent not theretofore previously paid, and (ii) any accrued vacation pay, to the extent not previously paid; and (2) any compensation previously deferred by amounts payable pursuant to the Executive terms of ServiceMaster’s and its affiliated companies’ ABP plan, as and when required pursuant to any such plan. (together with any interest and earnings thereond) The amounts payable to the Employee pursuant to Sections 3(a), 3(b)(1) and 3(c)(1) shall be paid within 30 days following the Date of Termination; provided, that any accrued vacation paysuch amounts which constitute the payment of nonqualified deferred compensation, in each case to within the extent not theretofore paidmeaning of Section 409A of the Code, shall be paid immediately following the six-month anniversary of the Date of Termination.

Payments Upon Termination of Employment. (a) If during the Termination Period the employment of the Executive shall terminate, other than by reason of a Nonqualifying Termination, then the Company shall pay to the Executive (or the Executive's beneficiary or estate), as compensation for services rendered to the Company and the Subsidiary: (1) within 30 days following the Date of Termination, as compensation for services rendered to the Company: (1) a lump-sum cash amount equal to the sum of of: (i) the Executive's full annual base salary from the Company and its affiliated companies through the Date of Termination, to the extent not theretofore paid, , (ii) the Executive's annual bonus in an amount at least equal to the highest average annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus paid or payable, including by reason of any deferral, to the Executive by the Company and its affiliated companies in respect of the three fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change -6- in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control Date of Termination occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) within 30 days following the Date of Termination, a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 5) in an amount equal to (i) the Executive's highest annual base salary from the Company and its affiliated companies in effect during the 12-month period prior to the Date of Termination; provided, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the five fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, providedhowever, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Company. (b1) For a period of eighteen months one year commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, dental, accident, disability and life insurance plans with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies plans shall have been in effect immediately prior to the Date of Termination and Termination. Notwithstanding the foregoing sentence, if any of the medical, dental, accident, disability or life insurance plans then in effect generally with respect to other peer executives of the Company and its affiliated companies would be more favorable to the Executive, such plan coverage shall pay all costs of be substituted for the continuation of such insurance coverage. (c) For a period of twelve months commencing on analogous plan coverage provided to the Executive immediately prior to the Date of Termination, and the Company or the Subsidiary, as the case may be, and the Executive shall receive outplacement assistance services from an outplacement agency selected by share the costs of such plan coverage in the same proportion as such costs were shared immediately prior to the Date of Termination. The obligation of the Company and the Subsidiary to continue coverage of the Executive and the Company Executive's dependents under such plans shall pay all costs cease at such time as the Executive and the Executive's dependents obtain comparable coverage under another plan, including a plan maintained by a new employer. Execution of such services; provided that such costs this Agreement by the Executive shall not exceed $15,000 in be considered a waiver of any rights or entitlements the aggregateExecutive and the Executive's dependents may have under applicable law to continuation of coverage under the group medical plan maintained by the Company or its affiliated companies. (d2) highest annual base salary from the Company and its affiliated companies in effect during the 12-month period prior to the Date of Termination. (c) If during the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying Termination, then the Company shall pay to the Executive within 30 days following the Date of Termination, a lump-sum cash amount equal to the sum of: of (1) the Executive's full annual base salary from the Company and its affiliated companies through the Date of Termination, to the extent not theretofore paid, and paid and (2) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid.

Payments Upon Termination of Employment. (a) If In the event the Employee’s employment under this Agreement is terminated for any reason specified in Section 9 above this Agreement shall terminate and be deemed cancelled and the Employer shall be under no obligation hereunder either to continue the Employee’s employment or to provide the Employee with any payment or benefit of any kind whatsoever, except for the Employee’s Base Salary through the Termination Date and such vested benefits or rights which the Employee may have accrued through the Termination Date hereunder or under any benefit plan of Employer (other than any severance pay plan maintained by the Employer). In addition, in the event of termination pursuant to 9(B) or (C) above, the Employer shall also pay the amount of any incentive compensation as described in Section 3(b) hereof to which the Employee would have been entitled for the year of termination had the Employee’s employment not terminated, prorated to the Termination Date based on the number of days actually employed during the Termination Period applicable year, payable when such incentive compensation would be payable to other employees for that year and based upon actual results and the Employer’s financial performance for the full applicable year. In addition, in the event of termination pursuant to 9(B) or (C) above, the Employee shall be entitled to benefits under any group life insurance or disability insurance benefits provided in accordance with the Employer’s welfare benefit plans. (b) The Employee’s employment under this Agreement may also be terminated on fifteen (15) days’ prior notice by the Employer not for Cause and it may be terminated by the Employee for Good Reason if circumstances constituting Good Reason exist, and neither of such terminations of employment shall be a breach of this Agreement by the Employer so long as the benefits set forth below are provided to the Employee. In the event that the Employee’s employment with the Employer is terminated by the Employer as a result of non-renewal of the Executive shall terminateTerm of Employment pursuant to Section 2(b) above or terminated by the Employer without Cause or by the Employee for Good Reason, then, in addition to the Employee’s Base Salary through the Termination Date and such vested benefits or rights which the Employee may have accrued through the Termination Date hereunder or under any benefit plan of the Employer (other than any severance pay plan maintained by reason the Employer), subject to the Employee’s execution and delivery of a Nonqualifying Terminationrelease, then the Company shall pay to the Executive fullest extent permitted by law in favor of the Employer’s Group (or and its affiliates) in substantially the Executive's beneficiary or estate) within 30 days following the Date of Terminationform attached hereto, as compensation for services rendered may be modified to take into account changes in applicable law, the Employee will be entitled to the Companyfollowing: (1) Payment of a cash lump sum equal to one and one-half (1.5) times his Base Salary (as in effect on the Termination Date), plus an amount equal to one times his average annual bonus (taking into account all annual bonuses paid under Section 3(b) hereof for the sum applicable year) over the three calendar years immediately preceding his termination of employment. This amount shall be subject to tax and other required withholdings and be payable within thirty days of the date of termination of employment (i) the Executive's full annual base salary from the Company through the Date of Termination, but not prior to the extent not theretofore paid, (ii) the Executive's annual bonus in an amount at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus paid or payable, including by reason of any deferral, to the Executive by the Company in respect end of the three fiscal years Revocation Period (as defined in Exhibit A hereto)), or such later date as required under Section 409A of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plusCode. (2) a lump-sum cash amount In addition, if the Employee or his dependents are otherwise eligible for COBRA continuation of group health plan coverage and the Employee (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 5his dependents) timely elect such coverage, the Employer shall pay the cost of such COBRA coverage in an amount equal to (i) the Executive's highest annual base salary from the Company in effect during the 12-month period prior to the Date of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect 100% of the five fiscal years of the Company (or monthly premium for such portion thereof during which the Executive performed services coverage for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Companyeighteen months. (b3) For In addition, the Employer will provide the Employee with outplacement services up to a period maximum of eighteen months commencing $10,000, provided that such benefit shall cease on the Date date the Employee obtains subsequent employment. Notwithstanding the foregoing, nothing in this Agreement shall be construed to require the Employee to seek other employment following the termination of Termination, his employment hereunder and there shall be no offset against any amounts due the Company shall continue Employee under this Agreement on account of any remuneration attributable to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and the Company shall pay all costs of the continuation of such insurance coverageany subsequent employment that Employee may obtain. (c) For a period the purposes of twelve months commencing on the Date of Termination, the Executive this Agreement “Good Reason” shall receive outplacement assistance services from an outplacement agency selected by the Executive and the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If during the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying Termination, then the Company shall pay to the Executive within 30 days following the Date of Termination, a cash amount equal to the sum ofmean: (1) the Executive's full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid, and (2) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid.

Payments Upon Termination of Employment. (a) If If, during the Termination Period Period, the employment of the Executive shall terminate, other than by reason of a Nonqualifying Termination, then the Executive shall be entitled to the following payments and benefits: (1) The Company shall pay to the Executive (or the Executive's ’s beneficiary or estate) within 30 days following after the Date of TerminationTermination (except as otherwise provided for in Section 15), as compensation for services rendered to the CompanyCompany and its subsidiaries: (1i) a lump sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 5) equal to the sum of (ix) the Executive's full annual ’s base salary from the Company and its subsidiaries through the Date of Termination, to the extent not theretofore paid, (iiy) the Executive's ’s annual bonus under the Company’s or its subsidiaries’ annual bonus plan earned with respect to the fiscal year immediately prior to the fiscal year in which the Date of Termination occurs, to the extent not theretofore paid and (z) an amount equal to the Executive’s target annual bonus (without regard to any amounts that would otherwise be deferred) immediately prior to the Change in Control (or if higher, the Executive’s target annual bonus in an respect of the fiscal year in which the Date of Termination occurs), multiplied (in the case of clause (z) only) by a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable; plus (ii) a lump sum cash amount at least (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 5) equal to the sum of 150% of the Executive’s highest annualized annual base salary from the Company and its subsidiaries (for without regard to any fiscal year consisting amounts that would otherwise be deferred) in effect during the 12-month period prior to the Date of less than 12 full months or with respect Termination and 150% the Executive’s target annual bonus (without regard to which any amounts that would otherwise be deferred) immediately prior to the Date of Termination (or, if higher, the average of the annual bonuses earned by the Executive has been employed by the Company for less than 12 full months) bonus paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the three fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus). (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 5) in an amount equal to (i) the Executive's highest annual base salary from the Company in effect during the 12-month period prior to the Date of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the five fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Company. (b) For a period of eighteen 18 months commencing on the Date of Termination, the Company shall and its subsidiaries shall, to the extent permitted under the applicable plans, continue to keep in full force and effect all policies of medical, accident, disability and life insurance benefits with respect to the Executive and his the Executive’s dependents with substantially the same level of coverage, upon substantially the same terms and otherwise to the same extent as such policies benefits shall have been in effect immediately prior to the Date Change in Control or, if more favorable to the Executive, as provided generally with respect to other peer employees of Termination the Company and its subsidiaries, and the Company and the Executive shall pay all share the costs of the continuation of such insurance benefit coverage in the same proportion as such costs were shared immediately prior to the Change in Control. To the extent the Company is unable to provide such benefit coverage for reasons other than cost, the Company shall reimburse the Executive for the amount necessary for the Executive to acquire comparable benefit coverage, reduced by the portion of the applicable premiums otherwise payable by the Executive, with such reimbursement to be made not later than 90 days after the date on which the Executive submits to the Company all required documentation evidencing the reimbursable expense, but in no event later than the end of the calendar year following the calendar year in which the expense was incurred. After the expiration of such 18-month period, the Executive shall be entitled to continue the Executive’s medical coverage under applicable law (COBRA), at Executive’s expense. (c3) Each long-term incentive award granted to the Executive, including without limitation each option, restricted stock, restricted stock unit and other equity-based award, shall become fully vested, and to the extent any such award is subject to the attainment of specified performance measures, such performance measures shall be deemed satisfied at the target level. (4) For a period of twelve 12 months commencing on the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and the Company shall pay all costs of such services; provided that such costs shall do not exceed $15,000 in the aggregate15,000. (d5) Any amounts paid or benefits provided pursuant to this Section 3(a) shall be paid in lieu of any other amount of severance compensation that would otherwise be received by the Executive upon termination of employment of the Executive under any severance plan, policy or arrangement of the Company or its subsidiaries. To be eligible for any payments under this Section 3(a), the Executive must execute and deliver to the Company, within 21 days after the Executive’s Date of Termination, a final and complete release in a form that is reasonably acceptable to and approved by the Company (and not revoke such release). (b) If during the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying Termination, then the Company shall pay to the Executive within 30 days following the Date of Termination, a cash amount equal to the sum of: of (1) the Executive's full annual ’s base salary from the Company through the Date of Termination, to the extent not theretofore paid, and paid and (2) any accrued vacation pay, to the extent not theretofore paid. (c) If during the Termination Period the employment of the Executive shall terminate, whether or not by reason of a Nonqualifying Termination, the Company shall pay to the Executive any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case accordance with the terms of the plans pursuant to the extent not theretofore paidwhich such compensation was deferred.

Payments Upon Termination of Employment. 17.1. Should the Executive’s employment be terminated (ai) If during at any time by the Termination Period Corporation for Cause or (ii) upon the Executive’s resignation without Good Reason, the Corporation shall pay to the Executive, within ten (10) days following the termination of his employment, in one lump sum (less statutory deductions at source), the Basic Payments. 17.2. Should the Executive’s employment be terminated at any time upon the death or the Incapacity of the Executive shall terminateExecutive, other than by reason of a Nonqualifying Termination, then the Company Corporation shall pay to the Executive (or the Executive's beneficiary or his estate, as applicable), within ten (10) within 30 days following the Date termination of Terminationhis employment, as compensation for services rendered in one lump sum (less statutory deductions at source), the Basic Payments plus his earned but unpaid bonuses, calculated pro rata, in the case of the fiscal year during which termination of employment occurs, on a per diem basis from the first day of such fiscal year to the Company:date of termination, which bonus shall be paid at the moment set forth in Section 5.2 of this Agreement. (1) a cash amount equal 17.3. Should the Executive’s employment be terminated by the Corporation without Cause or by the resignation of the Executive for Good Reason, the Corporation shall pay to the sum of Executive (i) the Executive's full annual base salary Basic Payments plus his earned but unpaid bonuses, calculated pro rata for the fiscal year during which termination of employment occurs, on a per diem basis from the Company through the Date first day of Termination, such fiscal year to the extent not theretofore paiddate of termination, and (ii) the Executive's annual bonus in an amount at least equal to the highest annualized (for any fiscal year consisting 12 months of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the three fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation payBase Salary, in each case to be paid within ten (10) days following the extent not theretofore paid; plustermination of his employment, in one lump sum (less statutory deductions at source) (except that the bonus forming part of the Basic Payments will be paid at the moment set forth in Section 5.2 of this Agreement). (2) a lump-sum cash amount (subject to 17.4. The Executive recognizes and accepts that the Corporation shall not, in any applicable payroll or other taxes required to case, be withheld pursuant to Section 5) in an amount equal to (i) the Executive's highest annual base salary from the Company in effect during the 12-month period prior to the Date of Termination, plus (ii) the Executive's highest annualized (responsible for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonusadditional amount, paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the five fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, that any amount paid pursuant to this Section 3(a)(2) shall be paid indemnity in lieu of any notice, severance pay or other amount of severance relating to salary or bonus continuation to be received by damages arising from the Executive upon termination of employment his employment, except for those specifically provided for herein. 17.5. The Executive shall give to the Corporation a full and satisfactory release upon receipt of the Executive under any severance agreement, plan, policy or arrangement of the Companyamounts described in this Article 17. (b) For a period of eighteen months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and the Company shall pay all costs of the continuation of such insurance coverage. (c) For a period of twelve months commencing on the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If during the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying Termination, then the Company shall pay to the Executive within 30 days following the Date of Termination, a cash amount equal to the sum of: (1) the Executive's full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid, and (2) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid.

Payments Upon Termination of Employment. (a) If during Executive's employment with the Company is terminated by reason of: (i) Executive's abandonment of her employment or Executive's resignation for any reason (whether or not such resignation is set forth in writing or otherwise communicated to the Company); (ii) termination of Executive's employment by the Company for Cause (as defined below); or (iii) termination of Executive's employment by the Company without Cause following expiration of the Term; the Company shall pay to Executive her then-current base salary through the Termination Period Date. (b) Except in the case of a Change in Control, which is governed by Section 10(c) below, if Executive's employment with the Company is terminated by the Company pursuant to Section 9(a)(i) effective prior to the expiration of the Executive shall terminate, Term for any reason other than by reason of a Nonqualifying Terminationfor Cause (as defined below), then the Company shall pay to the Executive (or the Executive's beneficiary or estate, subject to Section 10(h) within 30 days following the Date of Termination, as compensation for services rendered to the Companythis Agreement: (1) a cash amount equal to the sum of (i) the Executive's full annual her then-current base salary from the Company through the Date of Termination, to the extent not theretofore paid, Termination Date; (ii) any earned and unpaid annual Incentive Bonus for the Executive's annual bonus fiscal quarter immediately preceding the fiscal quarter in an amount at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Termination Date occurs; (iii) the amount of her then current base salary that Executive has been employed would have received from the Termination Date through the date that is 180 days following such Termination Date; and (iv) 50% of the aggregate quarterly Incentive Bonus earned by Executive for the Company for less than 12 last four full monthsfiscal quarters immediately preceding the fiscal quarter in which the Termination Date occurs. Any amount payable to Executive pursuant to Section 10(b)(iii) bonus shall be subject to deductions and withholdings and shall be paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the three fiscal years same periodic installments in accordance with the Company's regular payroll practices commencing on the first normal payroll date of the Company (or such portion thereof during which following the expiration of all applicable rescission periods provided by law. Any amount payable to Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 510(b)(ii) in an amount equal shall be paid to (i) the Executive's highest annual base salary from the Company in effect during the 12-month period prior to the Date of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect the same manner and at the same time that Incentive Bonus payments are made to current employees of the five fiscal years Company, but no earlier than the first normal payroll date of the Company (or such portion thereof during which following the expiration of all applicable rescission periods provided by law. Any amount payable to Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, that any amount paid pursuant to this Section 3(a)(210(b)(iv) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received Executive by the Executive upon termination of employment of Company in the Executive under any severance agreement, plan, policy or arrangement of the Company. (b) For a period of eighteen months commencing same manner and on the Date of Termination, the Company shall continue same date as any payment would be made pursuant to keep in full force and effect all policies of medical, accident, disability and life insurance with respect Section 10(b)(ii) if Executive were entitled to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and the Company shall pay all costs of the continuation of such insurance coveragepayment. (c) For If Executive's employment is terminated by the Company without Cause following a period Change in Control as defined in this Agreement and before the end of twelve months commencing on the Date Term of Terminationthis Agreement, or if the Executive shall receive outplacement assistance services from an outplacement agency selected Executive's employment is terminated by the Executive for Good Reason following a Change in Control and before the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If during the Termination Period the employment end of the Executive shall terminate by reason of a Nonqualifying TerminationTerm, then the Company shall pay to Executive, subject to Executive's compliance with Section 10(h) of this Agreement, her then current base salary and incentive bonus through the end of Term of the Agreement, but in no event will the Company pay the Executive within 30 days following less than one year of her current base salary and incentive bonus. (d) If Executive's employment with the Date of Termination, a cash amount equal Company is terminated effective prior to the sum of: (1) expiration of the Term by reason of Executive's full annual death or Disability, the Company shall pay to Executive or her beneficiary or her estate, as the case may be, her then-current base salary from the Company through the Termination Date, any earned and unpaid quarterly Incentive Bonus for the fiscal quarter preceding the fiscal quarter in which the Termination Date occurs and a pro-rated portion of Terminationany quarterly Incentive Bonus for the fiscal quarter in which the Termination Date occurs, to based on the extent not theretofore paid, and (2) any compensation previously deferred number of days during such fiscal quarter that Executive was employed by the Executive (together with any interest Company, payable in the same manner and earnings thereon) and any accrued vacation pay, in each case at the same time that Incentive Bonus payments are made to current employees of the extent not theretofore paidCompany.

Payments Upon Termination of Employment. (a) If during Executive's employment with the Termination Period Company is terminated: (A) by the employment Company prior to the expiration of the Executive shall terminate, term or any extension thereof for any reason other than for Cause (as defined below), (B) by reason Executive prior to expiration of a Nonqualifying Terminationthe term or any extension thereof for Good Reason (as defined below), then or (C) upon expiration of the term or extended term of Executive's employment with the Company upon Executive's retirement or other notice by either party not to renew the term or extended term, as specified in Section 2 hereof; then, subject to Section 8(g) below, the Company shall pay to the Executive (or the Executive's beneficiary or estate) within 30 days following the Date of Termination, as compensation for services rendered to the Company: (1i) a cash amount lump sum equal to the sum of two (i2) the times Executive's full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid, then-current Base Salary; (ii) a lump sum equal to two (2) times the amount of the Incentive Award earned by Executive for the last full fiscal year of Executive's annual bonus in an amount at least equal to employment with the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the three fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and Company; and (iii) any compensation previously deferred by earned but unpaid Base Salary, incentive compensation, benefits, and vacation or other paid time off through the Termination Date, paid in accordance with the Company's normal payroll practices and procedures. Any amount payable to Executive (together with any interest hereunder shall be subject to regular payroll deductions and earnings thereonwithholdings. All payments required under Sections 8(a)(i) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 5) in an amount equal to (i) the Executive's highest annual base salary from the Company in effect during the 12-month period prior to the Date of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the five fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, that any amount paid pursuant to this Section 3(a)(28(a)(ii) shall be paid to Executive within 60 days after expiration of all consideration and rescission periods applicable to the release described in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the CompanySection 8(g). (b) For a period of eighteen months commencing on the Date of Termination, If Executive's employment with the Company shall continue is terminated by reason of: (i) Executive's abandonment of his employment or Executive's resignation (other than for Good Reason or upon expiration of the term of employment or any extension thereof after notice pursuant to keep in full force and effect all policies Section 2 hereof); (ii) termination of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and Executive's employment by the Company shall pay all costs of the continuation of such insurance coverage.for Cause (as defined below); or (ciii) For a period of twelve months commencing on the Date of TerminationExecutive's Disability or death, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If during the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying Termination, then the Company shall pay to Executive or his beneficiary or his estate, as the Executive within 30 days following the Date of Terminationcase may be, a cash amount equal to the sum of: (1) the Executive's full annual base salary from the Company any earned but unpaid Base Salary, incentive compensation, benefits, and vacation or other paid time off through the Date of TerminationTermination Date, to paid in accordance with the extent not theretofore paid, and (2) any compensation previously deferred by the Executive (together with any interest Company's normal payroll practices and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paidprocedures.

Payments Upon Termination of Employment. (a) If during In the Termination Period the employment event of a Qualifying Termination, the Executive shall terminate, other than by reason of a Nonqualifying Termination, then receive the Company shall pay to the Executive (or the Executive's beneficiary or estate) within 30 days following the Date of Termination, as compensation for services rendered to the Companybenefits: (1) Payment of all Accrued Obligations in a cash amount equal to the lump sum of within thirty (i30) the Executive's full annual base salary from the Company through days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation or annual incentive compensation shall be determined and paid in accordance with the terms of the relevant plan as applicable to the extent not theretofore paid, Executive; (ii2) A prorated annual incentive bonus (based on the Executive's annual target bonus in an amount at least equal to under the highest annualized (Company’s Senior Management Incentive Plan or any successor plan for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the three fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change Executive’s termination of employment occurs) through and including the effective date of the Executive’s termination of employment; (3) Payment in Control occurs, multiplied by a fraction, the numerator of which is the number of lump sum within thirty (30) days in the fiscal year in which the Change in Control occurs through after the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 5) in an salary replacement amount equal to two hundred fifty percent (i250%) of the Executive's ’s highest annual base salary from the Company and its affiliated companies in effect during the 12-month period prior to the Date of Termination; (4) Payment in a lump sum within thirty (30) days after the Date of Termination of a bonus replacement amount equal to two hundred fifty percent (250%) of the Prior Bonus; (5) Continuation, plus for a period of two (ii2) years after the Date of Termination, of all welfare benefits (including medical, accident, disability and life insurance) on terms at least as favorable to the Executive as those which would have been provided if the Executive's highest annualized (’s employment with the Company had continued for any fiscal year consisting that time, with the cost of less such benefits to be paid by the Company. To the extent the Company is unable to provide comparable insurance for reasons other than 12 full months cost, the Company may provide a lesser level or with respect to which no coverage and compensate the Executive has been employed for the difference in coverage through a cash lump sum payment grossed up for taxes. This payment will be based upon the cost of an individual insurance policy if it were assumed to be available; and (6) Outplacement services with a firm selected by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, and reasonably acceptable to the Executive by Executive, provided that such outplacement services are commenced within a reasonable time following the Company Date of Termination. Payments in respect the aggregate amount not to exceed $20,000 shall be made directly to such outplacement firm upon submission of proper documentation to the five fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, that any Company. Any amount paid pursuant to this Section 3(a)(22(a) shall be paid in lieu of any other amount of severance relating to salary salary, incentive compensation or other bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Company (including, without limitation, the Company’s Compensation Protection Plan For Executives). If the Company is obligated by law to pay severance pay, notice pay or other similar benefits, or if the Company is obligated by law to provide advance notice of separation (“Notice Period”), then the payments made pursuant to this Section 2(a) shall be reduced by the amount of any such severance, notice pay or other similar benefits, as applicable, and by the amount of any severance pay, notice pay or other similar benefits received during any Notice Period. (b) For a period of eighteen months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and the Company shall pay all costs of the continuation of such insurance coverage. (c) For a period of twelve months commencing on the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If during the Termination Period the employment of the Executive shall terminate by for any reason of other than a Nonqualifying Qualifying Termination, then the Company shall pay to the Executive all Accrued Obligations (including, in the case of death or disability, prorated annual incentive bonus (based on the target bonus under the Company’s Senior Management Incentive Plan or any successor plan for the fiscal year in which the Executive’s termination of employment occurs) through and including the effective date of the Executive’s termination of employment in a lump sum within 30 thirty (30) days following after the Date of Termination; provided, a cash amount equal however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation or annual incentive compensation shall be determined and paid in accordance with the terms of the relevant plan as applicable to the sum of: (1) Executive. In addition, if the Executive's full annual base salary from ’s employment is terminated by retirement under a retirement plan of the Company through or by resignation of the Executive other than for Good Reason, the Executive may, in the discretion of the Compensation Committee, be awarded a pro rata cash bonus for the year in which the Date of Termination, to the extent not theretofore paid, and (2) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paidTermination occurs.

Payments Upon Termination of Employment. (a) If during the Termination Period the employment of the Executive shall terminate, other than by reason of a Nonqualifying Termination, then the Company shall pay to the Executive (or the Executive's beneficiary or estate) within 30 thirty (30) days following the Date of Termination, as compensation for services rendered to the Company: (1) a cash amount equal to the sum of (i) the Executive's full annual base salary from the Company and its affiliated companies through the Date of Termination, to the extent not theretofore paid, (ii) the Executive's annual a bonus in an amount at least equal to the highest average annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus incentive compensation awards paid or payablepayable pursuant to any annual incentive compensation plan, including by reason of any deferral, to the Executive by the Company in respect of and its affiliated companies during the three five fiscal years of the Company (or such portion thereof during which the if Executive shall have performed services for the Company if and its affiliated companies for four (4) fiscal years or less, the years during which Executive shall have been employed by the Company for less than such three fiscal year periodperformed services) immediately preceding the fiscal year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control Date of Termination occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and to the extent not theretofore paid, (iii) any amount credited to Executive under any defined contribution nonqualified deferred compensation plan sponsored by any Parent Company or the Company, and any other compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay), in each case to the extent not theretofore paid; plus, and (iv) any accrued unpaid vacation pay; (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 5) in an amount equal to (i) the three (3) times Executive's highest annual base salary from the Company and its affiliated companies in effect during the twelve (12-) month period prior to the Date of Termination, plus (ii) the three (3) times Executive's highest average annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonusincentive compensation awards, paid or payable, including by reason of any deferral, to the Executive by the Company in respect of and its affiliated companies during the five (5) fiscal years of the Company (or such portion thereof during which the if Executive shall have performed services for the Company if and its affiliated companies for four fiscal years or less, the years during which Executive shall have been employed by the Company for less than such five fiscal year periodperformed services) immediately preceding the fiscal year in which the Change in Control occurs; provided, providedhowever, that in the event there are fewer than twenty-four (24) whole months remaining from the Date of Termination to the date of Executive's 70th birthday, the amount calculated in accordance with this Section 3(a)(2) shall be reduced by multiplying such amount by a fraction the numerator of which is the number of months, including a partial month (with a partial month being expressed as a fraction the numerator of which is the number of days remaining in such month and the denominator of which is the number of days in such month), so remaining and the denominator of which is twenty-four (24) months; provided further, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation pay to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Company. (b) In addition to the payments to be made pursuant to paragraph (a) of this Section 3, the Company will pay Executive the following additional compensation and benefits (1) For a period of eighteen months three (3) years commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance plans with respect to the Executive and his Executive's dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies plans shall have been in effect immediately prior to the Date of Termination and Termination. Notwithstanding the foregoing sentence, if any of the medical, accident, disability or life insurance plans then in effect generally with respect to other peer executives of the Company and its affiliated companies would be more favorable to Executive, such plan coverage shall pay all costs of be substituted for the continuation of such insurance coverage. (c) For a period of twelve months commencing on analogous plan coverage provided to Executive immediately prior to the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and the Company and Executive shall pay all share the costs of such services; provided that plan coverage in the same proportion as such costs were shared immediately prior to the Date of Termination. The obligation of the Company to continue coverage of Executive and Executive's dependents under such plans shall cease at such time as Executive and Executive's dependents obtain comparable coverage under another plan, including a plan maintained by a new employer. Execution of this Agreement by Executive shall not exceed $15,000 in be considered a waiver of any rights or entitlements Executive and Executive's dependents may have under applicable law to continuation of coverage under the aggregategroup health plan maintained by the Company or its affiliated companies. (d2) Company and Parent Company agree to amend this provision to include severance payments related to any deferred compensation after a Deferred Compensation Plan is defined for Executive. The failure to amend this provision in no way negates or any other provision of this Agreement which will remain in full force and effect. (c) If during the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying Termination, then the Company shall pay to the Executive within 30 thirty (30) days following the Date of Termination, a cash amount equal to the sum of: of (1) the Executive's full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid, and and (2) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid. (d) Notwithstanding the foregoing or anything to the contrary herein, the Executive's employment shall also be deemed to have been terminated within the Termination Period other than by reason of a Nonqualifying Termination if: (1) the Executive's employment is terminated without Cause prior to a Change in Control (or, if later, prior to the consummation of the transaction, the approval of which by the Company's members constitutes a Change in Control under Section 1(d)(1)(B) or (C), or the approval of which by any Parent Company's stockholders constitutes a Change in Control under Section 1(d)(2)(C) or (D) hereof) and such termination was at the request or direction of a Person who has entered into an agreement with the Company or Parent Company the consummation of which or the approval of which by the Company's members or Parent Company's stockholders would constitute a Change in Control; (2) the Executive terminates his employment with Good Reason prior to a Change of Control (or, if later, prior to the consummation of the transaction, the approval of which by the Company's members constitutes a Change in Control under Section 1(d)(1)(B) or (C), or the approval of which by any Parent Company's stockholders constitutes a Change in Control under Section 1(d)(2)(C) or (D) hereof) and the circumstance or event which constitutes Good Reason occurs at the request, direction or in consideration of a Person who has entered into an agreement with the Company or Parent Company the consummation of which or the approval of which by the Company's members or Parent Company's stockholders would constitute a Change in Control; or (3) the Executive's employment is terminated without Cause prior to a Change in Control (or, if later, prior to the consummation of the transaction, the approval of which by the Company's members constitutes a Change in Control under Section 1(d)(1)(B) or (C), or the approval of which by any Parent Company's stockholders constitutes a Change in Control under Section 1(d)(2)(C) or (D) hereof) and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs.

Payments Upon Termination of Employment. (a) If Executive’s employment with the Company is terminated by the Company without Cause during the Employment Term or by the Executive for Good Reason, then, subject to Section 9(g) and (h) below, and in addition to his Base Salary and any accrued but unused vacation or PTO earned through the Termination Period Date: (i) the employment Company shall pay to Executive severance pay at the rate of his Base Salary for a period of twelve (12) consecutive months after the Termination Date, less all legally required and authorized deductions and withholdings, on each regular payroll date beginning with the first payroll date occuring more than 60 days after the Termination Date (including any installment that would otherwise have been paid during regular payroll dates during the 60 day period after the Termination Date) and otherwise in accordance with the Company’s normal payroll policies and procedures, subject to the condition set forth below in this Section 9(a); and (ii) the Company shall pay to Executive in cash, less all legally required and authorized deductions and withholdings, any earned but unpaid incentive bonus under the MIP for the fiscal year preceding the fiscal year in which the Termination Date occurs plus the incentive bonus under the MIP as provided in Section 4(b) through the fiscal quarter in which the Termination Date occurs based upon the Company’s performance and, if applicable, Winnebago’s towables unit performance other than the Company through that quarter as determined under the MIP, within 30 days after the Company determines whether the performance criteria for such bonus have been met, subject to the condition set forth below in this Section 9(a). Any amount payable to Executive as severance pay under Section 9(a) shall be paid to Executive by the Company in accordance with the Company’s regular payroll cycle, commencing on the first regular payroll date of the Executive shall terminateCompany that occurs more than 60 days after the Termination Date (and including any installment that would have otherwise been paid on regular payroll dates during the period of 60 days following the Termination Date), other than provided the conditions specified in Section 9(g) have been satisfied. (b) If Executive’s employment with the Company is terminated by the Company for Cause or for any reason of a Nonqualifying Terminationnot covered by Sections 9(a), then the Company shall pay to the Executive (or the Executive's beneficiary or estate) within 30 days following the Date of Termination, as compensation for services rendered to the Company: (1) a cash amount equal to the sum of (i) the Executive's full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid, (ii) the Executive's annual bonus in an amount at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the three fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) only his Base Salary and any accrued but unused vacation pay, in each case to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 5) in an amount equal to (i) the Executive's highest annual base salary from the Company in effect during the 12-month period prior to the Date of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the five fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Company. (b) For a period of eighteen months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and the Company shall pay all costs of the continuation of such insurance coverage. (c) For a period of twelve months commencing on the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If during PTO earned through the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying Termination, then the Company shall pay to the Executive within 30 days following the Date of Termination, a cash amount equal to the sum of: (1) the Executive's full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid, and (2) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paidDate.

Payments Upon Termination of Employment. (a) If the Company terminates Executive’s employment for Cause, or if Executive terminates Executive’s employment without Good Reason or without Change In Control (CIC) Good Reason, where such terms are defined in Section 10 below or, Executive’s employment is terminated due to death or Disability, Executive shall receive (or Executive’s estate in the event of death) any accrued but unpaid Base Salary earned through their separation date. Such payment shall be made in a lump sum according to the Company’s regular payroll schedule and applicable law. Executive shall not be entitled to any other compensation, benefits, or other payments from the Company, except as may be required by an applicable benefit Plan document or applicable law. (b) If the Company terminates Executive’s employment without Cause or if Executive terminates Executive’s employment for Good Reason, Executive shall receive any accrued but unpaid Base Salary earned through Executive’s separation date, which shall be paid in a lump sum according to the Company’s regular payroll schedule and applicable law provided that Executive signs and complies with a general release agreement in a form provided by the Company containing customary terms and conditions, Executive shall also receive: (i) fifty-percent a pro-rated amount of the annual target long-term equity incentive provided for under this Agreement, all in a lump sum cash payment, within thirty (30) days of the effective date of the release; and (ii) and eighteen (18) months of the Consolidated Omnibus Budget Reconciliation Act (COBRA) at the Executive’s termination of employment Such payments shall be made consistent with the Company’s payroll practice during the Termination Period period which begins on the employment effective date of the release described herein. (c) If during a Change in Control (CIC) Period, as defined in a separately executed Change In Control Agreement, the Company terminates Executive’s employment and this Agreement without Cause or, if Executive terminates Executive’s employment for CIC Good Reason, as defined in the separately executed Change In Control Agreement, Executive shall terminate, other than by reason receive all amounts due and owing in accordance with the provisions of a Nonqualifying Termination, then such Change in Control Agreement and the Company shall pay have no further obligations to Executive under this Agreement. For the avoidance of doubt, if Executive (or the Executive's beneficiary or estate) within 30 days following the Date of Termination, as compensation for services rendered to the Company: (1) a cash amount equal to the sum of (i) the Executive's full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid, (ii) the Executive's annual bonus receives CIC Severance Benefits in an amount at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or accordance with respect to which the Executive has been employed by the Company for less than 12 full months) bonus paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the three fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occursAgreement, multiplied by a fractionExecutive shall not be entitled to, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 5) in an amount equal to (i) the Executive's highest annual base salary from the Company in effect during the 12-month period prior to the Date of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the five fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occursno obligation to provide, providedSeverance Benefits under this Agreement, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of nor any other amount of severance relating to salary compensation, benefits or bonus continuation to be received payments unless expressly agreed upon in writing by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Company. (bd) For a period The Company does not intend for Executive to be eligible for any duplicate payments upon termination of eighteen months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and the Company shall pay all costs of the continuation of such insurance coverageemployment. (ce) For a period the avoidance of twelve months commencing on the Date of Terminationdoubt, the payment of Severance Benefits or CIC Severance Benefits under this Agreement shall be conditioned upon Executive shall receive outplacement assistance services from an outplacement agency selected executing a general release of all claims in a form provided by the Executive Company containing customary terms and the Company shall pay all costs of conditions, and not revoking such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If release during the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying Termination, then the Company shall pay to the Executive within 30 days seven (7) day period following the Date of Termination, a cash amount equal to the sum of: (1) the Executive's full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid, and (2) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid’s execution.

Payments Upon Termination of Employment. (a) If during the Termination Period the employment of the Executive shall terminate, other than by reason of a Nonqualifying Termination, then the Company shall pay to the Executive (or the Executive's beneficiary or estate) within 30 days following the Date of Termination, as compensation for services rendered to the Company: (1) a cash amount equal to the sum of (i) the Executive's full annual base salary from the Company and its affiliated companies through the Date of Termination, to the extent not theretofore paid, (ii) the Executive's annual a bonus in an amount at least equal to the highest average annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus incentive compensation awards paid or payablepayable pursuant to the Kansas City Power & Light Company incentive compensation plan, including by reason of any deferral, to the Executive by the Company in respect of and its affiliated companies during the three five fiscal years of the Company (or such portion thereof during which the if Executive shall have performed services for the Company if and its affiliated companies for four fiscal years or less, the years during which Executive shall have been employed by the Company for less than such three fiscal year periodperformed services) immediately preceding the fiscal year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control Date of Termination occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and to the extent not theretofore paid, (iii) any amount credited to Executive's CAP Excess Benefits Account pursuant to the Capital Accumulation Plan Excess Benefit Agreement, dated effective as of January 1, 1989, between Executive and the Company, and any other compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay), in each case to the extent not theretofore paid; plus, and (iv) any accrued unpaid vacation pay; (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 5) in an amount equal to (i) the ___ (__) times Executive's highest annual base salary from the Company and its affiliated companies in effect during the 12-month period prior to the Date of Termination, plus (ii) the ___ (__) times Executive's highest average annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonusincentive compensation awards, paid or payable, including by reason of any deferral, to the Executive by the Company in respect of and its affiliated companies during the five fiscal years of the Company (or such portion thereof during which the if Executive shall have performed services for the Company if and its affiliated companies for four fiscal years or less, the years during which Executive shall have been employed by the Company for less than such five fiscal year periodperformed services) immediately preceding the fiscal year in which the Change in Control occurs; PROVIDED, providedHOWEVER, that in the event there are fewer than ___ whole months remaining from the Date of Termination to the date of Executive's 70th birthday, the amount calculated in accordance with this Section 3(a)(II) shall be reduced by multiplying such amount by a fraction the numerator of which is the number of months, including a partial month (with a partial month being expressed as a fraction the numerator of which is the number of days remaining in such month and the denominator of which is the number of days in such month), so remaining and the denominator of which is ___ months; PROVIDED FURTHER, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation pay to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Company. (1) In addition to the payments to be made pursuant to paragraph (a) of this Section 3, the Company shall pay to Executive within 30 days following the Date of Termination a lump-sum cash amount equal to the excess of (a) the actuarial equivalent value of the monthly accrued benefits payable to Executive at age 65 under the Kansas City Power & Light Company Management Pension Plan (the "Pension Plan") as in effect on the date of this Agreement and the benefits provided under the Supplemental Executive Retirement and Deferred Compensation Plan in respect of the Pension Plan as in effect on the date of this Agreement, assuming that benefits have accrued thereunder and Executive is entitled to such benefits, each such benefit shall be computed as if Executive had ___ (__) additional Years of Credited Service under the Pension Plan and were fully vested in such hypothetical benefits, over (b) the actuarial equivalent value of Executive's vested accrued benefits under the Pension Plan and benefits payable under the Supplemental Retirement Agreement. Such lump- sum cash amount shall be computed using the same actuarial methods and assumptions then in use for purposes of computing benefits under the Pension Plan, except that the computation shall be made without actuarial reduction for early retirement and provided that the interest rate used in such computation shall be the interest rate used on the Date of Termination by the Pension Benefit Guaranty Corporation for purposes of determining the present value of a lump sum distribution pursuant to a plan termination. (2) In addition to the payments to be made pursuant to paragraph (a) of this Section 3, if on the Date of Termination Executive shall not be fully vested in the matching employer contributions made on Executive's behalf under the Kansas City Power & Light Company Cash or Deferred Arrangement, the Company shall pay to Executive within 30 days following the Date of Termination a lump sum cash amount equal to the value of the unvested portion of such matching employer contributions; PROVIDED, HOWEVER, that if any payment pursuant to this Section 3(b)(2) may or would result in such payment being deemed a transaction which is subject to Section 16(b) of the Exchange Act, the Company shall make such payment so as to meet the conditions for an exemption from such Section 16(b) as set forth in the rules (and interpretive and no-action letters relating thereto) under Section 16. The value of any such unvested matching employer contributions shall be determined as of the Date of Termination; provided that if the common stock of the Company is traded on the New York Stock Exchange on the Date of Termination, the value of a share of common stock of the Company shall be the closing price on the New York Stock Exchange on the Date of Termination or, if such date is not a trading day, on the immediately preceding trading day. (3) For a period of eighteen months ___ (__) years commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance plans with respect to the Executive and his Executive's dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies plans shall have been in effect immediately prior to the Date of Termination and Termination. Notwithstanding the foregoing sentence, if any of the medical, accident, disability or life insurance plans then in effect generally with respect to other peer executives of the Company and its affiliated companies would be more favorable to Executive, such plan coverage shall pay all costs of be substituted for the continuation of such insurance coverage. (c) For a period of twelve months commencing on analogous plan coverage provided to Executive immediately prior to the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and the Company and Executive shall pay all share the costs of such services; provided that plan coverage in the same proportion as such costs were shared immediately prior to the Date of Termination. The obligation of the Company to continue coverage of Executive and Executive's dependents under such plans shall cease at such time as Executive and Executive's dependents obtain comparable coverage under another plan, including a plan maintained by a new employer. Execution of this Agreement by Executive shall not exceed $15,000 in be considered a waiver of any rights or entitlements Executive and Executive's dependents may have under applicable law to continuation of coverage under the aggregategroup health plan maintained by the Company or its affiliated companies. (dc) If during the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying Termination, then the Company shall pay to the Executive within 30 days following the Date of Termination, a cash amount equal to the sum of: of (1) the Executive's full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid, and and (2) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid. (d) For the purposes of this Agreement, the Executive's employment shall be deemed to have been terminated within the Termination Period other than by reason of a Nonqualifying Termination if: (1) the Executive's employment is terminated without Cause prior to a Change in Control (or, if later, prior to the consummation of the transaction the approval of which by the Company's stockholders constitutes a Change in Control under Section 1(d)(3) or (4) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which or the approval of which by the Company's stockholders would constitute a Change in Control; (2) the Executive terminates his employment with Good Reason prior to a Change of Control (or, if later, prior to the consummation of the transaction the approval of which by the Company's stockholders constitutes a Change in Control under Section 1(d)(3) or (4)) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person; or (3) the Executive's employment is terminated without Cause prior to a Change in Control (or, if later, prior to the consummation of the transaction the approval of which by the Company's stockholders constitutes a Change in Control under Section 1(d)(3) or (4)) and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs.

Payments Upon Termination of Employment. (a) If during Executive’s employment with the Company is terminated by reason of: (i) Executive’s abandonment of his employment or Executive’s resignation for any reason (whether or not such resignation is set forth in writing or otherwise communicated to the Company); (ii) termination of Executive’s employment by the Company for Cause (as defined below); or (iii) termination of Executive’s employment by the Company without Cause following expiration of the Term; the Company shall pay to Executive his then-current base salary through the Termination Period Date. (b) Except in the case of a Change in Control, which is governed by Section 10(c) below, if Executive’s employment with the Company is terminated by the Company pursuant to Section 9(a)(i) effective prior to the expiration of the Executive shall terminate, Term for any reason other than by reason of a Nonqualifying Terminationfor Cause (as defined below), then the Company shall pay to the Executive (or the Executive's beneficiary or estate, subject to Section 10(h) within 30 days following the Date of Termination, as compensation for services rendered to the Companythis Agreement: (1) a cash amount equal to the sum of (i) the Executive's full annual his then-current base salary from the Company through the Date of Termination, to the extent not theretofore paid, Termination Date; (ii) any earned and unpaid annual Incentive Bonus for the Executive's annual bonus fiscal quarter immediately preceding the fiscal quarter in an amount at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Termination Date occurs; and (iii) a crisp $100 xxxx from the Board. Any amount payable to Executive has been employed by the Company for less than 12 full monthspursuant to Section 10(b)(ii) bonus shall be paid or payable, including by reason of any deferral, to the Executive by the Company in respect the same manner and at the same time that Incentive Bonus payments are made to current employees of the three fiscal years Company, but no earlier than the first normal payroll date of the Company (or such portion thereof during which following the Executive performed services for the Company if the Executive shall have been employed expiration of all applicable rescission periods provided by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 5) in an amount equal to (i) the Executive's highest annual base salary from the Company in effect during the 12-month period prior to the Date of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the five fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Company. (b) For a period of eighteen months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and the Company shall pay all costs of the continuation of such insurance coveragelaw. (c) For If Executive’s employment is terminated by the Company without Cause following a period Change in Control as defined in this Agreement and before the end of twelve months commencing on the Date Term of Terminationthis Agreement, or if the Executive shall receive outplacement assistance services from an outplacement agency selected Executive’s employment is terminated by the Executive for Good Reason following a Change in Control and before the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If during the Termination Period the employment end of the Executive shall terminate by reason of a Nonqualifying TerminationTerm, then the Company shall pay to the Executive within 30 days following the Date Executive, subject to Executive’s compliance with Section 10(h) of Terminationthis Agreement, a cash an amount equal to his then current base salary and incentive bonus through the sum of:end of Term of the Agreement, paid in the same periodic installments in accordance with the Company’s regular payroll practices, but in no event will the Company pay the Executive less than one year of his current base salary and incentive bonus. At the option of the Compensation Committee and if in compliance with Code Section 409A, amounts payable pursuant to Section 10(c) may be paid in a lump sum. (1d) If Executive’s employment with the Company is terminated effective prior to the expiration of the Term by reason of Executive’s death or Disability, the Company shall pay to Executive or his beneficiary or his estate, as the case may be; (i) his then-current base salary through the Termination Date; (ii) any earned and unpaid annual Incentive Bonus for the fiscal quarter immediately preceding the fiscal quarter in which the Termination Date occurs; (iii) the Executive's full annual amount of his then current base salary that Executive would have received from the Company Termination Date through the Date of Termination, to the extent not theretofore paid, date that is 180 days following such Termination Date; and (2iv) any compensation previously deferred $262,500.00. Any amount payable to Executive pursuant to Section 10(d)(iii) shall be subject to deductions and withholdings and shall be paid to Executive or his estate or beneficiary by the Company in the same periodic installments in accordance with the Company’s regular payroll practices commencing on the first normal payroll date of the Company following the expiration of all applicable rescission periods provided by law; provided, however, that at the option of the Compensation Committee and if in compliance with Code Section 409A, amounts payable pursuant to Section 10(d)(iii) may be paid in a lump sum. Any amount payable to Executive (together with any interest or his estate or beneficiary pursuant to Section 10(d)(ii) shall be paid to Executive or his estate or beneficiary by the Company in the same manner and earnings thereonat the same time that Incentive Bonus payments are made to current employees of the Company, but no earlier than the first normal payroll date of the Company following the expiration of all applicable rescission periods provided by law. Any amount payable to Executive or his estate or beneficiary pursuant to Section 10(d)(iv) and any accrued vacation pay, shall be paid in each case to the extent not theretofore paida lump sum.

Payments Upon Termination of Employment. (a) If during Executive’s employment with the Company is terminated by reason of: (i) Executive’s abandonment of his employment or Executive’s resignation for any reason (whether or not such resignation is set forth in writing or otherwise communicated to the Company); (ii) termination of Executive’s employment by the Company for Cause (as defined below); or (iii) termination of Executive’s employment by the Company without Cause following expiration of the Term; the Company shall pay to Executive his then-current base salary through the Termination Period Date. (b) If Executive’s employment with the employment Company is terminated by the Company pursuant to Section 9(a)(i) effective prior to the expiration of the Executive shall terminate, Term for any reason other than by reason of a Nonqualifying Terminationfor Cause (as defined below), then the Company shall pay to the Executive (or the Executive's beneficiary or estate, subject to Section 10(g) within 30 days following the Date of Termination, as compensation for services rendered to the Companythis Agreement: (1) a cash amount equal to the sum of (i) the Executive's full annual his then-current base salary from the Company through the Date of Termination, to the extent not theretofore paid, Termination Date; (ii) any earned and unpaid annual Incentive Bonus for the Executive's annual bonus fiscal quarter immediately preceding the fiscal quarter in an amount at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Termination Date occurs; and (iii) a crisp $100 xxxx from the Board. Any amount payable to Executive has been employed by the Company for less than 12 full monthspursuant to Section 10(b)(ii) bonus shall be paid or payable, including by reason of any deferral, to the Executive by the Company in respect the same manner and at the same time that Incentive Bonus payments are made to current employees of the three fiscal years Company, but no earlier than the first normal payroll date of the Company (or such portion thereof during which following the Executive performed services for the Company if the Executive shall have been employed expiration of all applicable rescission periods provided by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 5) in an amount equal to (i) the Executive's highest annual base salary from the Company in effect during the 12-month period prior to the Date of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the five fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Company. (b) For a period of eighteen months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and the Company shall pay all costs of the continuation of such insurance coveragelaw. (c) For a period of twelve months commencing on the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and If Executive’s employment with the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in is terminated effective prior to the aggregate. (d) If during the Termination Period the employment expiration of the Executive shall terminate Term by reason of a Nonqualifying TerminationExecutive’s death or Disability, then the Company shall pay to Executive or his beneficiary or his estate, as the Executive within 30 days following the Date of Terminationcase may be, a cash amount equal to the sum of: (1) the Executive's full annual his then-current base salary from the Company through the Termination Date, any earned and unpaid quarterly Incentive Bonus for the fiscal quarter preceding the fiscal quarter in which the Termination Date occurs and a pro-rated portion of Terminationany quarterly Incentive Bonus for the fiscal quarter in which the Termination Date occurs, to based on the extent not theretofore paid, and (2) any compensation previously deferred number of days during such fiscal quarter that Executive was employed by the Executive (together with any interest Company, payable in the same manner and earnings thereon) and any accrued vacation pay, in each case at the same time that Incentive Bonus payments are made to current employees of the extent not theretofore paidCompany.

Payments Upon Termination of Employment. (a) If during the Termination Period the employment of the Executive shall terminate, other than by reason of a Nonqualifying Termination, then the Company shall pay to the Executive (or the Executive's beneficiary or estate) within 30 days following the Date of Termination, as compensation for services rendered to the Company: (1) a cash amount equal to the sum of (i) the Executive's full annual base salary from the Company and its affiliated companies through the Date of Termination, to the extent not theretofore paid, (ii) the Executive's then current target annual bonus in an amount at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the three fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occursbonus, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 5) in an amount equal to the sum of (i) two (2) times the Executive's highest annual base salary from the Company and its affiliated companies in effect during the 12-month period prior to the Date of Termination, plus Termination and (ii) two (2) times the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect target annual bonus in effect immediately prior to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the five fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occursor immediately prior to the Date of Termination, whichever is higher; provided, however, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Company. (b3) For a the period of eighteen months commencing commending on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and ending on the Company shall pay all costs earlier of (i) the expiration of the continuation of such insurance coverage.three year period following the Date of (c) For a period of twelve months commencing on the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (db) If during the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying Termination, then the Company shall pay to the Executive within 30 days following the Date of Termination, a cash amount equal all payments and benefits to which the Executive is entitled pursuant to the sum of: (1) terms of the Employment Agreement between the Company and the Executive's full annual base salary , dated as of November 27, 2000, as amended from the Company through the Date of Terminationtime to time, to the extent not theretofore paid, and (2) and any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid.

Payments Upon Termination of Employment. (a) If during the Termination Period the employment of the Executive shall terminate, other than terminate by reason of a Nonqualifying Qualifying Termination, then the Company shall pay to and the Executive (or the Executive's beneficiary ’s executor or estateother legal representative in the case of the Executive’s death or disability following such termination) executes a general release and noncompetition agreement substantially in the form of Exhibit A hereto (the “Release and Noncompetition Agreement”) within 30 60 days following of the Date of TerminationTermination and has not revoked the Release and Noncompetition Agreement, then the Company shall provide to the Executive, as compensation for services rendered to the CompanyCompany and in consideration of the general release set forth in Section 2 of the Release and Noncompetition Agreement and the covenants set forth in Section 3 of the Release and Noncompetition Agreement, the payments and benefits described in Section 2(a) and Section 2(b) hereof: (1a) The Company shall pay to the Executive by no later than the 30th day following the date on which the Company receives an executed copy of the Release and Noncompetition Agreement: (i) a lump sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 4) equal to the sum of (iA) the Executive's full ’s annual base salary from the Company and its affiliated companies through the Date of Termination, to the extent not theretofore paid, (iiB) the Executive's annual bonus in an amount at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the three fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, ’s Target Bonus multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control termination of Executive’s employment occurs through that are prior to the Date of Termination and the denominator of which is 365 or 366, as applicable, applicable and (iiiC) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2ii) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 54) in an amount equal to (iA) 1.5 times the Executive's highest annual base salary from the Company in effect during the 12-month period prior to the Date of Termination’s Payout Base Salary, plus (iiB) 1.5 times the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus’s Target Bonus; provided, paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the five fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, providedhowever, that any amount paid pursuant to this Section 3(a)(22(a)(ii) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Company. (b) For a period of eighteen months commencing on after the Date of Termination, provided that the Company receives an executed copy of the Release and Noncompetition Agreement, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect provide benefits to the Executive and his dependents and/or the Executive’s family under the Company Welfare Plans equal to those which would have been provided to them in accordance with such Company Welfare Plans if the same level of coverageExecutive’s employment had not been terminated; provided, upon however, that if any such Company Welfare Plan does not permit the same terms and otherwise Company to provide benefits to the same extent Executive during such eighteen-month period, or any portion thereof, following the Executive’s termination of employment, the Company shall, in lieu of providing such benefits as such policies shall have been in effect immediately prior contemplated by this Section 2(b), provide the Executive with a cash payment equal to the Date of Termination and incremental cost that the Company would have incurred to provide such benefits to the Executive and/or the Executive’s family pursuant to such Company Welfare Plan for such period, assuming the Executive’s employment had not been terminated; and provided further that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the comparable medical and other welfare benefits provided under the Company Welfare Plans shall pay all costs be secondary to those provided under such other plan during such applicable period of the continuation of such insurance coverageeligibility. (c) For a period of twelve months commencing on the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If during the Termination Period the employment of the Executive shall terminate other than by reason of a Nonqualifying Qualifying Termination, then the Company shall pay to the Executive (or the Executive’s executor or other legal representative in the case of the Executive’s death or disability) within 30 days following the Date of Termination, a cash amount equal to the sum of: of (1i) the Executive's full ’s annual base salary from the Company through the Date of Termination, to the extent not theretofore paid, and (2ii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid, and (iii) in the event that the employment of the Executive shall have terminated by reason of the death or disability of the Executive, a sum equal to the Executive’s Target Bonus multiplied by a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 or 366, as applicable.

Payments Upon Termination of Employment. ​ (a) If the Executive’s employment with the Company is terminated during the Term by the Company for any reason other than for Cause (as defined below), or during the Term by the Executive as a result of the Executive’s resignation for Good Reason (as defined below), then the Company shall, in addition to paying the Executive’s base salary earned through the Termination Period Date and the value of the Executive’s PTO accrued that has not been used through the Termination Date, and subject to Section 6(g), ​ (i) pay to the Executive as severance pay an amount equal to six months of Executive’s then current Base Salary, less all legally required and authorized deductions and withholdings, payable in substantially equal installments in accordance with the Company’s regular payroll cycle during the six-month period immediately following the Termination Date, provided, however, that any installments that otherwise would be payable on the Company’s regular payroll dates between the Termination Date and the thirtieth (30th) calendar day after the Termination Date will be delayed until the Company’s first regular payroll date that is more than thirty (30) days after the Termination Date and included with the installment payable on such payroll date; and ​ (ii) if the Executive is eligible for and takes all steps necessary to continue the Executive’s group health insurance coverage with the Company following the termination of the Executive’s employment with the Company (including completing and returning the forms necessary to elect COBRA coverage), pay for the portion of the premium costs for such coverage that the Company would pay if the Executive remained employed by the Company, at the same level of coverage that was in effect as of the Termination Date, through the earliest of: (A) the six-month anniversary of the Termination Date, (B) the date the Executive becomes eligible for group health insurance coverage from any other employer, or (C) the date the Executive is no longer eligible to continue the Executive’s group health insurance coverage with the Company under applicable law. ​ The Company and the Executive intend the payments under Section 6(a)(i) to be a “separation pay plan due to involuntary separation from service” under Treas. Reg. § 1.409A-1(b)(9)(iii). For purposes of mitigation under Section 6(a)(ii), the Executive shall promptly and fully disclose to the Company in writing the fact that the Executive has become eligible for group health insurance coverage from any other employer, and the Executive shall be liable to repay any amounts to the Company that should have been so mitigated but for the Executive’s failure or unwillingness to make such disclosure. ​ ​ For the avoidance of doubt, if the Executive’s employment is terminated without Cause or the Executive resigns for Good Reason upon or following a change in control of the Company, the Executive shall be entitled to severance in accordance with this Section 6. (b) If the Executive’s employment with the Company is terminated by the Company or the Executive during the Term by reason of: ​ (i) The Executive’s abandonment of the Executive’s employment or the Executive’s resignation for any reason other than Good Reason, ​ (ii) termination of the Executive shall terminateemployment by the Company for Cause, other than by reason of a Nonqualifying Terminationor ​ (iii) The Executive death or Disability, ​ then the Company shall pay to the Executive (or the Executive's ’s beneficiary or the Executive’s estate) within 30 days following the Date of Termination, as compensation for services rendered to the Company: (1) a cash amount equal to the sum of (i) case may be, the Executive's full annual ’s base salary from the Company earned through the Termination Date and the value of Termination, to the extent not theretofore paid, (ii) the Executive's annual bonus in an amount at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive ’s accrued PTO that has not been employed by the Company for less than 12 full months) bonus paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the three fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs used through the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 5) in an amount equal to (i) the Executive's highest annual base salary from the Company in effect during the 12-month period prior to the Date of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the five fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Company. (b) For a period of eighteen months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and the Company shall pay all costs of the continuation of such insurance coverage. (c) For a period of twelve months commencing on the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If during the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying Termination, then the Company shall pay to the Executive within 30 days following the Date of Termination, a cash amount equal to the sum of: (1) the Executive's full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid, and (2) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid.Date. ​

Payments Upon Termination of Employment. (a) If during the Termination Period the employment of the Executive shall terminate, other than by reason of a Nonqualifying Termination, and Executive agrees upon such termination to execute such release as may be prepared by the Company with respect to all tort and contract claims as well as claims brought under all applicable federal, state or local statutes, laws, regulations or ordinances, including those specified in Section 12(b), then the Company shall pay to the Executive (or the Executive's beneficiary or estate) within 30 thirty (30) days following the Date of Termination, as compensation for services rendered to the Company: (1) Company a lump-sum cash amount equal to the sum of of: (i1) the Executive's full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid, ; (ii2) the A PRO RATA portion of Executive's annual bonus in an amount at least equal to to: (i) the highest annualized greatest of (for any fiscal year consisting of A) not less than 12 full months or with respect to which the Executive has been employed by the Company Executive's target bonus for less than 12 full months) bonus paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the three fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, (B) not less than Executive's target bonus for the fiscal year in which Executive's Date of Termination occurs, and (C) Executive's actual bonus payout for the fiscal year in which Executive's Date of Termination occurs, multiplied by (ii) a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control Date of Termination occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and three hundred sixty-five (iii365); (3) any Any compensation previously deferred by the Executive other than pursuant to a tax-qualified plan (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus; (24) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 5) in an amount equal to (i) the Three times Executive's highest annual rate of base salary from the Company in effect during the 12-month period prior to the Date of Termination, plus ; plus (ii5) Three times the greatest of: (i) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the bonus earned by Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the five three (3) fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, that any (ii) Executive's target bonus for Any amount paid pursuant to this Section 3(a)(2Sections 3(a)(4) and 3(a)(5) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, plan or policy or arrangement of the Company. (b) For a period of eighteen months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and the Company shall pay all costs of the continuation of such insurance coverage. (c) For a period of twelve months commencing on the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If during the Termination Period the employment of Executive shall terminate, other than by reason of a Nonqualifying Termination, the Company shall continue to provide, for a period of two (2) years following the Date of Termination but in no event after Executive's attainment of age 65, Executive (and Executive's dependents if applicable) with the same level of medical, dental, accident, disability, life insurance and any other similar benefits in place as of the Date of Termination upon substantially the same terms and conditions (including contributions required by the Executive for such benefits) as existed immediately prior to Executive's Date of Termination (or, if more favorable to Executive, as such benefits and terms and conditions existed immediately prior to the Change in Control); PROVIDED, THAT if Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on the same after-tax basis as if continued participation had been permitted or shall pay Executive a lump sum in cash equal to the then present value of such benefits. Notwithstanding the foregoing, in the event Executive becomes employed with another employer and becomes eligible to receive welfare benefits from such employer, the welfare benefits described herein shall be secondary to the benefits provided by the other employer during the period of Executive's eligibility, but only to the extent that the Company reimburses Executive for any increased cost and provides any additional benefits necessary to give Executive the benefits provided hereunder. Should the terminated Executive move his residence in order to pursue other business opportunities within two (2) years of the Date of Termination, the Company agrees to reimburse such Executive for any reasonable expenses incurred in that relocation (including taxes payable on the reimbursement) which are not reimbursed by another employer. Reimbursement shall include assistance in selling the Executive's home which was customarily provided by the Company to transferred executives prior to the Change in Control. The Executive shall be promptly reimbursed by the Company for up to $4,000 of fees and expenses charged to Executive by any executive recruiting, counseling or placement firms incurred in seeking new employment following the Date of Termination. The Company shall also pay to the Executive on demand in cash an "additional amount" such that the federal, state and local taxes on the aggregate of such reimbursements and the "additional amount" equal said "additional amount." The Company will also pay to the Executive on demand in cash up to $5,000 to provide the Executive with professional financial and tax planning assistance. If immediately prior to the Date of Termination the Company provided the Executive with any club memberships, the Executive will be entitled to continue such memberships at Executive's sole expense. (c) If during the Termination Period the employment of Executive shall terminate by reason of a Nonqualifying Termination, then the Company shall pay to the Executive within 30 thirty (30) days following the Date of Termination, a cash amount equal to the sum of: (1) the Executive's full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid, and (2) any benefits or awards which have been earned or become payable pursuant to the terms of any compensation plan but which have not yet been paid to the Executive, and (3) any compensation previously deferred by the Executive other than pursuant to a tax-qualified plan (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid. The Company may make such additional payments, and provide such additional benefits, to Executive as the Company and Executive may agree in writing.

Payments Upon Termination of Employment. (a) If during Executive’s employment with the Termination Period Company is terminated by reason of: (i) Executive’s abandonment of his employment or Executive’s resignation for any reason; (ii) termination of Executive’s employment by the employment Company for Cause (as defined below); or (iii) expiration of the Term following notice by Executive shall terminateof non-renewal, other than by reason of a Nonqualifying Terminationpursuant to Section 1 above, then the Company shall pay to the Executive (or the Executive's beneficiary or estate) within 30 days following the Date of Termination, as compensation for services rendered to the Company: (1) a cash amount equal to the sum of (i) the Executive's full annual his then-current base salary from the Company through the Termination Date of Termination, to and any Annual Incentive Bonus earned but unpaid for the extent not theretofore paid, (ii) the Executive's annual bonus in an amount at least equal to the highest annualized (for any completed fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the three fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control Termination Date occurs, multiplied by a fraction, the numerator of which is the number of days ; provided that such Annual Incentive Bonus payments shall be payable in the fiscal year in which same manner and at the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case same time that Annual Incentive Bonus payments are made to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 5) in an amount equal to (i) the Executive's highest annual base salary from the Company in effect during the 12-month period prior to the Date of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the five fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement current employees of the Company. (b) For a period of eighteen months commencing on the Date of Termination, If Executive’s employment with the Company shall continue is involuntarily terminated by the Company for any reason other than for Cause (as defined below), including without limitation the expiration of the Term following notice by the Company of non-renewal pursuant to keep Section 1 above, then the Company shall, subject to Sections 9(j) and 9(k) of this Agreement and in addition to any base salary earned through the Termination Date and any Annual Incentive Bonus earned but unpaid for the completed fiscal year preceding the fiscal year in which the Termination Date occurs, pay to Executive: (i) an amount equal to two times Executive’s then-current annual base salary; (ii) an amount equal to two times the Annual Incentive Bonus that Executive earned under Section 3(b) for the last full force and effect all policies fiscal year of medical, accident, disability and life insurance with respect to the Executive and his dependents Executive’s employment with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and the Company shall pay all costs of the continuation of such insurance coverageCompany; and (iii) an additional $150,000. (c) For a period If Executive’s employment with the Company terminates by reason of twelve months commencing on the Date of TerminationExecutive’s death or Disability, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and the Company shall pay all costs to Executive or his beneficiary or his estate, as the case may be, his then-current base salary through the Termination Date, any earned and unpaid Annual Incentive Bonus for the fiscal year preceding the fiscal year in which the Termination Date occurs and a pro-rated portion of any Annual Incentive Bonus for the fiscal year in which the Termination Date occurs, based on the number of days during such services; provided that such costs shall not exceed $15,000 fiscal year Executive was employed by the Company, payable in the aggregatesame manner and at the same time that Annual Incentive Bonus payments are made to current employees of the Company. (d) If during Notwithstanding the Termination Period provisions of Sections 9(a) and 9(b), if, within twelve months following the employment of the Executive shall terminate by reason occurrence of a Nonqualifying TerminationChange in Control (as defined below), Executive’s employment with the Company is terminated by either Executive or the Company for any reason, then the Company shall shall, subject to Sections 9(j) and 9(k) of this Agreement and in addition to any base salary earned through the Termination Date and any Annual Incentive Bonus earned but unpaid for the preceding fiscal year, and in lieu of any payments required by Sections 9(a) or 9(b) of this Agreement, pay to the Executive within 30 days following the Date of Termination, a cash Executive: (i) an amount equal to the sum of:two times Executive’s then-current annual base salary; (1ii) an amount equal to two times the Annual Incentive Bonus that Executive earned under Section 3(b) for the last full fiscal year of Executive's full annual base salary from ’s employment with the Company through the Date of Termination, to the extent not theretofore paid, Company; and (2iii) an additional $150,000. In the event that Executive becomes eligible for payments under this Section 9(d), the Company shall be released from its obligation to make any compensation previously deferred payments pursuant to Sections 9(a) or 9(b) above. (e) Any amount payable to Executive pursuant to Section 9(b)(i), 9(b)(ii) and 9(b)(iii), or pursuant to Section 9(d)(i), 9(d)(ii) and 9(d)(iii), as applicable (the “Severance Amount”), shall be subject to deductions and withholdings for applicable taxes but shall not be subject to deductions for any other amounts received by Executive as a result of future employment or otherwise. Twenty-five percent (25%) of the Severance Amount payable to Executive pursuant to Section 9(b)(i) and 9(b)(ii) or Section 9(d)(i) and 9(d)(ii), as applicable, plus the entire Severance Amount payable pursuant to Section 9(b)(iii) or Section 9(d)(iii), as applicable, shall be paid to Executive by the Company in a lump sum on the first day of the seventh month after the Termination Date. The remaining balance of the Severance Amount shall be paid to Executive (together with any interest and earnings thereon) and any accrued vacation pay, by the Company in each case equal installments pursuant to the extent not theretofore paidCompany’s regular payroll practices and procedures, commencing on the first normal payroll date of the Company following the date of payment of the first lump sum payment and continuing for 18 months thereafter.

Payments Upon Termination of Employment. (a) If during Executive’s employment with the Company is terminated by reason of: (i) Executive’s abandonment of his employment or Executive’s resignation for any reason (whether or not such resignation is set forth in writing or otherwise communicated to the Company); (ii) termination of Executive’s employment by the Company for Cause (as defined below); or (iii) termination of Executive’s employment by the Company without Cause following expiration of the Term; the Company shall pay to Executive his then-current base salary through the Termination Period Date. (b) Except in the case of a Change in Control, which is governed by Section 10(c) below, if Executive’s employment with the Company is terminated by the Company pursuant to Section 9(a)(i) effective prior to the expiration of the Executive shall terminate, Term for any reason other than by reason of a Nonqualifying Terminationfor Cause (as defined below), then the Company shall pay to the Executive (or the Executive's beneficiary or estate, subject to Section 10(h) within 30 days following the Date of Termination, as compensation for services rendered to the Companythis Agreement: (1) a cash amount equal to the sum of (i) the Executive's full annual his then-current base salary from the Company through the Date of Termination, to the extent not theretofore paid, Termination Date; (ii) any earned and unpaid annual Incentive Bonus for the Executive's annual bonus in an amount at least equal to the highest annualized (for any fiscal year consisting immediately preceding the Termination Date and any annual Incentive Bonus earned on a prorated basis through the Termination Date, payable after the actual amount of less Incentive Bonus is calculated but not later than 12 full the date that is 2 ½ months or with respect following the last day of the applicable fiscal year; (iii) the amount of his then current base salary that Executive would have received from the Termination Date through the date that is 180 days following such Termination Date; and (iv) $175,000.00. Any amount payable to which the Executive has been employed by the Company for less than 12 full monthspursuant to Section 10(b)(iii) bonus shall be subject to deductions and withholdings and shall be paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the three fiscal years same periodic installments in accordance with the Company’s regular payroll practices commencing on the first normal payroll date of the Company (or such portion thereof during which following the Executive performed services for expiration of all applicable rescission periods provided by law; provided, however, that at the Company option of the Compensation Committee and if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurscompliance with Code Section 409A, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld amounts payable pursuant to Section 510(b)(iii) may be paid in an a lump sum. Any amount equal payable to (iExecutive pursuant to Section 10(b)(ii) the Executive's highest annual base salary from the Company in effect during the 12-month period prior shall be paid to the Date of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect the same manner and at the same time that Incentive Bonus payments are made to current named executive officers of Texas Roadhouse, Inc., as that term is applied by Texas Roadhouse, Inc. in accordance with the rules and regulations of the five fiscal years U.S. Securities and Exchange Commission (the “Named Executive Officers”), but no earlier than the first normal payroll date of the Company (or such portion thereof during which following the expiration of all applicable rescission periods provided by law. Any amount payable to Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, that any amount paid pursuant to this Section 3(a)(210(b)(iv) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Company. (b) For a period of eighteen months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and the Company shall pay all costs of the continuation of such insurance coveragelump sum. (c) For If Executive’s employment is terminated by the Company without Cause following a period Change in Control as defined in this Agreement and before the end of twelve months commencing on the Date Term of Terminationthis Agreement, or if the Executive shall receive outplacement assistance services from an outplacement agency selected Executive’s employment is terminated by the Executive for Good Reason following a Change in Control and before the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If during the Termination Period the employment end of the Executive shall terminate by reason of a Nonqualifying TerminationTerm, then the Company shall pay to the Executive within 30 days following the Date Executive, subject to Executive’s compliance with Section 10(h) of Terminationthis Agreement, a cash an amount equal to his then current base salary and incentive bonus through the sum of:end of Term of the Agreement, paid in the same periodic installments in accordance with the Company’s regular payroll practices, but in no event will the Company pay the Executive less than one year of his current base salary and incentive bonus. At the option of the Compensation Committee and if in compliance with Code Section 409A, amounts payable pursuant to Section 10(c) may be paid in a lump sum. (1d) If Executive’s employment with the Company is terminated effective prior to the expiration of the Term by reason of Executive’s death or Disability, the Company shall pay to Executive or his beneficiary or his estate, as the case may be; (i) his then-current base salary through the Termination Date; (ii) any earned and unpaid annual Incentive Bonus for the fiscal year immediately preceding the Termination Date and any annual Incentive Bonus earned on a prorated basis through the Termination Date, payable after the actual amount of Incentive Bonus is calculated but not later than the date that is 2 ½ months following the last day of the applicable fiscal year; (iii) the Executive's full annual amount of his then current base salary that Executive would have received from the Company Termination Date through the Date of Termination, to the extent not theretofore paid, date that is 180 days following such Termination Date; and (2iv) any compensation previously deferred $175,000.00. Any amount payable to Executive pursuant to Section 10(d)(iii) shall be subject to deductions and withholdings and shall be paid to Executive or his estate or beneficiary by the Company in the same periodic installments in accordance with the Company’s regular payroll practices commencing on the first normal payroll date of the Company following the expiration of all applicable rescission periods provided by law; provided, however, that at the option of the Compensation Committee and if in compliance with Code Section 409A, amounts payable pursuant to Section 10(d)(iii) may be paid in a lump sum. Any amount payable to Executive (together with any interest or his estate or beneficiary pursuant to Section 10(d)(ii) shall be paid to Executive or his estate or beneficiary by the Company in the same manner and earnings thereonat the same time that Incentive Bonus payments are made to current Named Executive Officers, but no earlier than the first normal payroll date of the Company following the expiration of all applicable rescission periods provided by law. Any amount payable to Executive or his estate or beneficiary pursuant to Section 10(d)(iv) and any accrued vacation pay, shall be paid in each case to the extent not theretofore paida lump sum.

Payments Upon Termination of Employment. (a) If during Executive’s employment with the Termination Period Company is terminated by the employment of the Executive shall terminate, Company for any reason other than by reason of a Nonqualifying Terminationfor Cause, then Disability or death, or if Executive resigns for Good Reason, the Company shall pay Executive his Base Salary through the date specified in the notice of termination and all other unpaid amounts to which Executive is entitled as of the date specified in the notice of termination under any Company employee benefit, fringe benefit or incentive compensation plan or program at the time such payments are due (including, without limitation and when due, any Annual Bonus to the extent unpaid in respect of the calendar year ending prior to the date of termination). In addition, subject to Executive’s continued compliance with Sections 5, 7, 8 and 9 hereof, in lieu of any severance benefits Executive (would otherwise be eligible to receive under any employment agreement or arrangement with the Company or under the Company’s severance plan, if any, contingent upon Executive's beneficiary or estate) within 30 days following the Date of Termination, as compensation for services rendered ’s return to the Company, and non-revocation, of a signed release of the Company and its Affiliates in the form and substance as set forth in Exhibit A, upon the 65th day following Executive’s Termination Date, the Executive shall be entitled to the following benefits: (1i) a cash single lump sum payment of an amount equal to the sum product of (ia) the greater of (x) two or (y) the number of years (and fraction thereof) remaining in the Agreement Term as of the notice of termination, (the “Separation Period”), times (b) Executive's ’s full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid, Base Salary then in effect; (ii) the Executive's annual bonus in a single lump sum payment of an amount at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the three fiscal years of the Company (or such portion thereof during which the Executive performed services Executive’s target Annual Bonus for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal calendar year in which the Change date of termination occurs; (iii) a single lump sum payment of an amount equal to the annual bonus for the calendar year prior to the year in Control occurs, which the date of termination occurs multiplied by a fraction, the numerator of which is the number of days in that calendar year to and including the fiscal year in which the Change in Control occurs through the Date date of Termination termination and the denominator of which is 365 or 366365; (iv) subject to the provisions of Section 13 hereof, as applicablereimbursement of the cost of continuation coverage of group health coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for the duration of the applicable period to the extent Executive elects such continuation coverage and is eligible and subject to the terms of the plan and the law (collectively, the “Reimbursement Payments”) together with an additional amount, payable within ten (10) business days following the end of the applicable COBRA period, such that the net amount retained by the Executive, after deduction of any Federal, state and local income and employment taxes and Excise Tax upon the Reimbursement Payments, shall be equal to the Reimbursement Payments; provided the obligation to provide such payments shall cease if the Executive is covered by comparable programs of a subsequent employer; (iiiv) any compensation previously deferred reimbursement for expenses reasonably incurred by the Executive in securing outplacement assistance through a professional person or entity of Executive’s choice, subject to approval by the Company (together which approval shall not be unreasonably withheld, conditioned or delayed), at a level commensurate with any interest and earnings thereonthe Executive’s position for a period of one (1) and any accrued vacation payyear commencing on or before the one year anniversary of the Termination Date at the Executive’s election, in each case provided that the cost to the extent Company does not theretofore paid; plus exceed Thirty-Five Thousand Dollars (2) a lump-sum cash amount (subject $35,000), but in no event extending beyond the earlier to any applicable payroll or other taxes required to be withheld pursuant to Section 5) in an amount equal to occur of (i) the Executive's highest annual base salary from second calendar year following the Company calendar year in effect during which the 12-month period prior to the Termination Date of Termination, plus occurred and (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which date the Executive has been employed by the commences other full-time employment. The Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to shall reimburse the Executive by as soon as practicable, but in no event later than the Company in respect end of the five fiscal years of Executive’s third calendar year following the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal calendar year in which the Change in Control occurs, provided, that Termination Date occurred; and (vi) continued participation under any amount paid pursuant long term equity incentive plan with respect to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating awards granted to salary or bonus continuation Executive prior to be received by the Executive upon his termination of employment with the Company or a Company Affiliate which awards are subject to vesting upon satisfaction of incentive or performance goals or objectives established by the Board or Compensation Committee, and which if subsequently vested shall be distributed to Executive under any severance agreement, plan, policy or arrangement (subject to applicable withholding) at the time similarly vested awards are distributed to other executives of the Company. (b) For a period of eighteen months commencing on If Executive’s employment with the Date of TerminationCompany is terminated for Cause or the Executive terminates employment with the Company without Good Reason, the Company shall continue pay Executive his Base Salary through the date specified in the notice of termination and all other unpaid amounts to keep which Executive is entitled as of the date specified in full force the notice of termination under any Company employee benefit, fringe benefit or incentive compensation plan or program at the time such payments are due (including, without limitation and effect all policies of medicalwhen due, accident, disability and life insurance with respect any Annual Bonus to the Executive and his dependents with extent unpaid in respect of the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately calendar year ending prior to the Date date of Termination and the Company shall pay all costs of the continuation of such insurance coveragetermination). (c) For a period of twelve months commencing on If the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected Executive’s employment is terminated by the Executive and the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If during the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying TerminationExecutive’s death, then the Company shall pay to the Executive’s estate, or as may be directed by the legal representatives to such estate, (i) the Executive’s Base Salary in effect on the date immediately prior to the Executive’s death, through the Executive’s date of death; (ii) all other unpaid amounts, if any, to which the Executive within 30 days following is entitled as of the Date date of Terminationthe Executive’s death, a cash under any Company fringe benefit or incentive compensation plan or program, at the time such payments would otherwise ordinarily be due (including, without limitation, any Annual Bonus to the extent unpaid in respect of the calendar year ending prior to the date of the Executive’s death); (iii) the Executive’s full Base Salary that would have been payable to the Executive from the Executive’s date of death through the Third Anniversary of the Effective Date; and (iv) an amount equal to the product of the target Annual Bonus for the calendar year in which the Executive died multiplied by a fraction the numerator being the number of days Executive was employed by the Company in the calendar year of his death and the denominator being 365. Such payment shall be made in a lump sum of:within 45 days after Executive’s death. In addition, if the Executive’s employment is terminated by the Executive’s death, all time-based employment conditions under any long-term equity incentive plan awards will be waived and, with respect to long-term equity incentive plan awards which are subject to vesting upon satisfaction of performance goals or objectives, Executive’s participation in the long-term equity plan shall be continued such that if such performance goals or objectives are satisfied, such awards will be distributed (subject to applicable withholding) to Executive’s estate at the time similarly vested awards are distributed to other executives of the Company. (1d) Following the exhaustion of all sick days to which the Executive is entitled under the sick leave policy applicable to senior executives of the Company, while the Executive is Disabled and through his Termination Date (the “Disability Period”), the Company shall, in lieu of his Base Salary, shall pay to the Executive: (i) a disability benefit equal to 50% of his Base Salary that he would otherwise be entitled to receive for the Disability Period in accordance with its regular pay cycle; (ii) subject to the terms and conditions of the Company’s applicable employee benefit, fringe benefit or incentive compensation plans and programs, all other unpaid amounts, if any, to which the Executive is then entitled as of the date of his disability under such employee benefit, fringe benefit and incentive compensation plans and programs at the time such payments are due (including, without limitation and when due, any Annual Bonus to the extent unpaid in respect of the calendar year ending prior to the date of Executive’s disability); (iii) the Executive's ’s full annual base salary Base Salary that would have been payable to the Executive from the Company Termination Date through the Date third anniversary of Terminationthe Effective Date, in a lump sum within 65 days of the Termination Date; and (iv) an amount equal to the extent not theretofore paidproduct of the target Annual Bonus for the calendar year in which the Termination Date occurred multiplied by a fraction, and (2) any compensation previously deferred the numerator of which is the number of days during such year in which the Executive was employed by the Company and the denominator of which is 365, in a lump sum within 65 days of the Termination Date; provided, however, that any amount paid to the Executive during the Disability Period shall be reduced by any amount paid or payable under the Company’s disability plans (unless such disability plans have reduced benefits thereunder by the amount paid by the Company to the Executive during the Disability Period). Subject to the terms of this Agreement, the Executive shall not be required to perform services for the Company while he is Disabled. If Executive’s employment is terminated due to his being Disabled, all time-based employment conditions under any long-term equity incentive plan awards will be waived and, with respect to long-term equity incentive plan awards which are subject to vesting upon satisfaction of performance goals or objectives, Executive’s participation in the long-term equity plan shall be continued such that if such performance goals or objectives are satisfied, such awards will be distributed to Executive (together with any interest and earnings thereonsubject to applicable withholding) and any accrued vacation pay, in each case at the time similarly vested awards are distributed to other executives of the extent not theretofore paidCompany.

Payments Upon Termination of Employment. (a) If In the event that Employee's employment with the Company is terminated at the direction of the Board without Cause (as defined below) during the Termination Period Employment Term, then Employee shall be entitled to receive (i) the employment amount of the Executive shall terminateremaining Base Salary due through the end of the Employment Term, other than by reason of a Nonqualifying Termination, then and (ii) the Company shall pay to the Executive (or the Executive's beneficiary or estate) within 30 days following the Date of Termination, as compensation for services rendered to the Company: (1) a cash amount equal to the sum product of (ix) the Executive's full Employee’s most recent annual base salary from the Company through the Date of Termination, to the extent not theretofore paid, (ii) the Executive's annual discretionary bonus in an amount at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed awarded by the Company for less than 12 full monthsBoard during the Employment Term, if any, and (y) bonus paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the three fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days full calendar months remaining under the Employment Term at the time of termination divided by twelve (collectively, the “Termination Amount”). The Termination Amount will be paid in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366a single, as applicable, and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) a lump-sum cash amount payment within thirty (30) days after the date of termination, subject to any applicable payroll or other taxes required to be withheld pursuant to the requirements of Section 5) in an amount equal to (i) the Executive's highest annual base salary from the Company in effect during the 12-month period prior to the Date of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the five fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Company9. (b) For a period of eighteen months commencing on the Date of Termination, If Employee's employment with the Company terminates during the Employment Term for any reason other than as a result of Employee's termination by the Company at the direction of the Board without Cause, then Employee or his beneficiary or his estate, as the case may be, shall continue be entitled to keep in full force receive Employee's Base Salary through the Termination Date and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately reimbursement for business expenses incurred prior to the Termination Date of Termination and shall not be entitled to any other salary, compensation or benefits from the Company shall pay all costs thereafter, except as otherwise specifically provided for under the Company's employee benefit plans or as otherwise expressly required hereunder or by applicable law. Subsequent to the Employment Term, Employee’s employment may be terminated for any lawful reason without any final obligation by the Company at the direction of the continuation of such insurance coverageBoard other than salary and unreimbursed business expenses through the Termination Date. (c) The Company may terminate Employee’s employment for Cause during the Employment Term. For a period purposes of twelve months commencing on the Date of Terminationthis Agreement, the Executive Board shall receive outplacement assistance services from an outplacement agency selected by the Executive and have “Cause” to cause the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If during the Termination Period the to terminate Employee’s employment of the Executive shall terminate by reason of a Nonqualifying Termination, then the Company shall pay to the Executive within 30 days following the Date of Termination, a cash amount equal to the sum ofhereunder upon: (1i) knowing failure to abide by reasonable rules and regulations governing the transaction of business of the General Partner (as the Board may from time to time approve) after receiving specific written notice thereof from the Board, and Employee has failed to remedy such failure or otherwise correct the conduct at issue within ten (10) days of receiving such written notice; (ii) the Executive's full annual base salary from the Company through the Date commission of Termination, acts while providing services to the extent not theretofore paid, andGeneral Partner amounting to gross negligence or intentional misconduct; (2iii) misappropriation of funds or property of the General Partner or committing any fraud against the General Partner or against any other person or entity in the course of providing services to the General Partner; (iv) breach of any fiduciary duty or otherwise obtaining personal profit or benefit from any transaction, which is adverse to the interests of the General Partner or to the protection or benefits of which the General Partner is entitled; (v) the conviction of a felony or other crime involving moral turpitude; and/or (vi) any compensation previously deferred material violation of the terms of this Agreement, which remains uncured by the Executive Employee for more than ten (together with any interest and earnings thereon10) and any accrued vacation pay, in each case to the extent not theretofore paiddays after receiving written notice of such material violation.

Payments Upon Termination of Employment. (a) If during Executive's employment with the Company is terminated by reason of: (i) Executive's abandonment of his employment or Executive's resignation for any reason (whether or not such resignation is set forth in writing or otherwise communicated to the Company); (ii) termination of Executive's employment by the Company for Cause (as defined below); or (iii) termination of Executive's employment by the Company without Cause following expiration of the Term; or the Company shall pay to Executive his then-current base salary through the Termination Period Date. (b) If Executive's employment with the employment Company is terminated by the Company effective prior to the expiration of the Executive shall terminate, Term for any reason other than by reason of a Nonqualifying Terminationfor Cause (as defined below), then the Company shall pay to the Executive (or the Executive's beneficiary or estate, subject to Section 10(i) within 30 days following the Date of Termination, as compensation for services rendered to the Companythis Agreement: (1) a cash amount equal to the sum of (i) the Executive's full annual his then-current base salary from the Company through the Date of Termination, to the extent not theretofore paid, Termination Date; (ii) any earned and unpaid annual Incentive Bonus for the Executive's annual bonus fiscal quarter immediately preceding the fiscal quarter in an amount at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Termination Date occurs; (iii) the amount of his then current base salary that Executive has been employed would have received from the Termination Date through the date that is 180 days following such Termination Date; and (iv) 50% of the aggregate quarterly Incentive Bonus earned by Executive for the Company for less than 12 last four full monthsfiscal quarters immediately preceding the fiscal quarter in which the Termination Date occurs. Any amount payable to Executive pursuant to Section 10(b)(iii) bonus shall be subject to deductions and withholdings and shall be paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the three fiscal years same periodic installments in accordance with the Company's regular payroll practices commencing on the first normal payroll date of the Company (or such portion thereof during which following the expiration of all applicable rescission periods provided by law. Any amount payable to Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 510(b)(ii) in an amount equal shall be paid to (i) the Executive's highest annual base salary from the Company in effect during the 12-month period prior to the Date of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect the same manner and at the same time that Incentive Bonus payments are made to current employees of the five fiscal years Company, but no earlier than the first normal payroll date of the Company (or such portion thereof during which following the expiration of all applicable rescission periods provided by law. Any amount payable to Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, that any amount paid pursuant to this Section 3(a)(210(b)(iv) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received Executive by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Company. (b) For a period of eighteen months commencing Company on the Date of Termination, the Company shall continue same date as any payment would be made pursuant to keep in full force and effect all policies of medical, accident, disability and life insurance with respect Section 10(b)(ii) if Executive were entitled to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and the Company shall pay all costs of the continuation of such insurance coveragepayment. (c) For a period of twelve months commencing on the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and If Executive's employment with the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in is terminated effective prior to the aggregate. (d) If during the Termination Period the employment expiration of the Executive shall terminate Term by reason of a Nonqualifying TerminationExecutive's death or Disability, then the Company shall pay to Executive or his beneficiary or his estate, as the Executive within 30 days following the Date of Terminationcase may be, a cash amount equal to the sum of: (1) the Executive's full annual his then-current base salary from the Company through the Termination Date, any earned and unpaid quarterly Incentive Bonus for the fiscal quarter preceding the fiscal quarter in which the Termination Date occurs and a pro-rated portion of Terminationany quarterly Incentive Bonus for the fiscal quarter in which the Termination Date occurs, to based on the extent not theretofore paid, and (2) any compensation previously deferred number of days during such fiscal quarter that Executive was employed by the Executive (together with any interest Company, payable in the same manner and earnings thereon) and any accrued vacation pay, in each case at the same time that Incentive Bonus payments are made to current employees of the extent not theretofore paidCompany.

Payments Upon Termination of Employment. (a) If during the Termination Period the employment of the Executive shall terminate, other than by reason of a Nonqualifying Termination, then the Company shall pay to the Executive (or the Executive's beneficiary or estate) within 30 days following the Date of Termination, as compensation for services rendered to the Company: (1) a lump sum cash amount equal to the sum of (i) the Executive's full annual base salary from the Company and its affiliated companies through the Date of Termination, to the extent not theretofore paid, (ii) the Executive's annual bonus in an amount at least equal to the highest higher of (x) one-half of the maximum bonus the Executive could earn during the fiscal year during which such Change in Control occurs and (y) the average of the Executive's annual bonus (annualized (for any fiscal year consisting of less than 12 full months or months) with respect to which the Executive has been employed by the Company for less than 12 full months) bonus paid or payable, including by reason of any deferral, to the Executive by the Company and its affiliated companies in respect of the three two fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three two fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 54) in an amount equal to (i) the 2.5 times (1.5 times if a Change in Control has not occurred) Executive's highest annual base salary from the Company and its affiliated companies in effect during the 12-month period prior to the Date of Termination, Termination plus (ii) the 2.5 times (1.5 times if a Change in Control has not occurred) Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus), bonus paid or payable, including by reason of any deferral, to the Executive by the Company and its affiliated companies in respect of the five fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, however, that in the event there are fewer than 30 whole months (18 whole months if a Change in Control has not occurred) remaining from the Date of Termination to the date of Executive's 70th birthday, the amount calculated in accordance with this Section 3(a)(2) shall be reduced by multiplying such amount by a fraction the numerator of which is the number of months, including a partial month (with a partial month being expressed as a fraction the numerator of which is the number of days remaining in such month and the denominator of which is the number of days in such month), so remaining and the denominator of which is 30 (18 if a Change in Control has not occurred); provided further, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Company. (b) For a period of eighteen 2.5 years (18 months if a Change in Control has not occurred) commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination or, if more favorable to Executive, as provided generally with respect to other peer executives of the Company and its affiliated companies, and the Company and Executive shall pay all share the costs of the continuation of such insurance coveragecoverage in the same proportion as such costs were shared immediately prior to the Date of Termination. (c) For a period of twelve months commencing on the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If during the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying Termination, then the Company shall pay to the Executive within 30 days following the Date of Termination, a cash amount equal to the sum of: of (1) the Executive's full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid, and paid and (2) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid.

Payments Upon Termination of Employment. (a) If during the Termination Period (i) the employment of the Executive shall terminate, other than by reason of a Nonqualifying Termination, and (ii) the Executive (or the Executive's executor or other legal representative in the case of the Executive's death or disability following such termination) executes a general release in the form of Exhibit A hereto within five days following the Executive's Date of Termination and has not revoked such release, then the Company shall pay to the Executive (or the Executive's beneficiary or estate) within 30 days following the Date of Termination, as compensation for services rendered to the Company: (1) a cash amount equal to the sum of (i) the Executive's full annual base salary from the Company and its affiliated companies through the Date of Termination, to the extent not theretofore paid, (ii) the Executive's annual target bonus in an amount at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the three fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, to the extent not theretofore paid and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 5) in an amount equal to (i) i)150% of the Executive's highest annual base salary from the Company and its affiliated companies in effect during the 12-month period prior to the Date of Termination, plus (ii) ii)150% of the Executive's highest annualized (target bonus for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the five fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, providedPROVIDED, HOWEVER, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any employment agreement or severance agreement, plan, policy or arrangement of the Company, Aerial Operating Company, Inc., Telephone and Data Systems, Inc. or any other Affiliate (as determined immediately prior to a Change in Control). (b1) For In addition to the payments to be made pursuant to Section 3(a) for a period of eighteen 18 months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination as provided generally with respect to other peer executives of the Company and its affiliated companies, and the Company and the Executive shall pay all share the costs of the continuation of such insurance coveragecoverage in the same proportion as such costs were shared immediately prior to the Date of Termination. (2) In addition to the payments to be made pursuant to Section 3(a), the Executive shall be entitled to outplacement services to be provided by a firm selected by the Company, provided that such outplacement services are commenced within 30 days following the Date of Termination. Payments in the aggregate amount not to exceed $12,000 shall be made directly to such outplacement firm upon submission of proper documentation to the Company. If the Executive elects not to use such outplacement services, the Executive will not be entitled to cash compensation in lieu thereof. (c) For a period of twelve months commencing on the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If during the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying Termination, then the Company shall pay to the Executive within 30 days following the Date of Termination, a cash amount equal to the sum of: of (1) the Executive's full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid, and and (2) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid.

Payments Upon Termination of Employment. (a) If during the Termination Period the employment of the Executive shall terminate, other than by reason of terminate pursuant to a Nonqualifying Qualifying Termination, then the Company shall pay provide to the Executive Executive: (or the Executive's beneficiary or estate1) within 30 Within ten (10) days following the Date of Termination, as compensation for services rendered to the Company: (1) Termination a lump-sum cash amount equal to the sum of (iA) the Executive's full annual ’s base salary from the Company through the Date of Termination, to the extent not theretofore paid, (ii) the Executive's annual bonus in an amount at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the three fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and any bonus amounts which have become payable, to the denominator of which is 365 extent not previously paid or 366deferred, as applicable, and plus (iiiB) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore previously paid; plus (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant Subject to Section 54(c) in an below, a cash severance amount equal to one (i1) the times Executive's ’s highest annual rate of base salary from the Company in effect during the 12-month period immediately prior to Executive’s Date of Termination, paid in equal installments over the one-year period commencing with the first regular payroll date following the Date of Termination in accordance with the Company’s normal payroll practices; provided that, if necessary to avoid tax penalties under Section 409A of the Internal Revenue Code of 1986, as amended, the commencement of such payments shall be delayed until the first regular payroll date which occurs more than six months following the Date of Termination, plus (ii) with the Executive's highest annualized (for any fiscal year consisting first of less than 12 full months or with respect to such payments including all payments which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the five fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall would have been employed by made during the Company for less than period of such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occursdelay without regard thereto, provided, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Companywithout interest. (b) For a period of eighteen months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and the Company shall pay all costs of the continuation of such insurance coverage. (c) For a period of twelve months commencing on the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If during the Termination Period the employment of the Executive shall terminate other than by reason of a Nonqualifying Qualifying Termination, then the Company shall pay to the Executive within 30 thirty (30) days following the Date of Termination, a lump-sum cash amount equal to the sum of: of (1) the Executive's full annual ’s base salary from the Company through the Date of TerminationTermination and any bonus amounts which have become payable, to the extent not theretofore paidpreviously paid or deferred, and and (2) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore previously paid. (c) Executive acknowledges and agrees that any and all payments to which Executive may become entitled under Section 4(a)(2) above are conditioned upon and subject to Executive’s execution of, and not having revoked within any applicable revocation period, a general release and waiver, in such reasonable and customary form as shall be prepared by the Company, of all claims Executive may have against the Company, any Subsidiary and their respective directors, officers and affiliates, except as to (i) matters covered by provisions of this Agreement that expressly survive the termination of this Agreement, (ii) rights to indemnification and insurance under the Charter, By-Laws and directors and officers insurance policies maintained by the Company or any Subsidiary and (iii) rights to which Executive is entitled by virtue of his participation in the employee benefit plans, policies and arrangements of the Company or any Subsidiary.

Payments Upon Termination of Employment. (a) If during Executive's employment with the Company is terminated by reason of: (i) Executive's abandonment of his employment or Executive's resignation for any reason (whether or not such resignation is set forth in writing or otherwise communicated to the Company); (ii) termination of Executive's employment by the Company for Cause (as defined below); or (iii) termination of Executive's employment by the Company without Cause following expiration of the Term; or the Company shall pay to Executive his then-current base salary through the Termination Period Date. (b) If Executive's employment with the employment Company is terminated by the Company effective prior to the expiration of the Executive shall terminate, Term for any reason other than by reason of a Nonqualifying Terminationfor Cause (as defined below), then the Company shall pay to the Executive (or the Executive's beneficiary or estate, subject to Section 10(i) within 30 days following the Date of Termination, as compensation for services rendered to the Companythis Agreement: (1) a cash amount equal to the sum of (i) the Executive's full annual his then-current base salary from the Company through the Date of Termination, to the extent not theretofore paid, Termination Date; (ii) the Executive's any earned and unpaid annual bonus in an amount at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the three fiscal years of the Company (or such portion thereof during which the Executive performed services Incentive Bonus for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) quarter immediately preceding the fiscal year quarter in which the Change Termination Date occurs; (iii) the amount of his then current base salary that Executive would have received from the Termination Date through the earlier of (A) 90 days following such Termination Date and (B) the Third Anniversary Date if his employment with the Company had not been terminated; and (iv) 25% of the aggregate quarterly Incentive Bonus earned by Executive for the last four full fiscal quarters immediately preceding the fiscal quarter in Control which the Termination Date occurs, multiplied provided, however, if the Termination Date occurs during the fiscal quarter ending on the Third Anniversary Date, the amount payable pursuant to this Section 10(b)(iv) shall be reduced by a fraction, the numerator of which is the number of days in during such fiscal quarter that Executive was employed by the fiscal year in which the Change in Control occurs through the Date of Termination Company and the denominator of which is 365 or 366, as applicable, and (iii) any compensation previously deferred by the number of days in such fiscal quarter. Any amount payable to Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 510(b)(iii) in an amount equal shall be subject to (i) the Executive's highest annual base salary from the Company in effect during the 12-month period prior deductions and withholdings and shall be paid to the Date of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the five fiscal years same periodic installments in accordance with the Company's regular payroll practices commencing on the first normal payroll date of the Company (or such portion thereof during which following the expiration of all applicable rescission periods provided by law. Any amount payable to Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, that any amount paid pursuant to this Section 3(a)(210(b)(ii) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received Executive by the Executive upon termination of employment of Company in the Executive under any severance agreement, plan, policy or arrangement same manner and at the same time that Incentive Bonus payments are made to current employees of the Company. (b, but no earlier than the first normal payroll date of the Company following the expiration of all applicable rescission periods provided by law. Any amount payable to Executive pursuant to Section 10(b)(iv) For a period of eighteen months commencing shall be paid to Executive by the Company on the Date of Termination, the Company shall continue same date as any payment would be made pursuant to keep in full force and effect all policies of medical, accident, disability and life insurance with respect Section 10(b)(ii) if Executive were entitled to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and the Company shall pay all costs of the continuation of such insurance coveragepayment. (c) For a period of twelve months commencing on the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and If Executive's employment with the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in is terminated effective prior to the aggregate. (d) If during the Termination Period the employment expiration of the Executive shall terminate Term by reason of a Nonqualifying TerminationExecutive's death or Disability, then the Company shall pay to Executive or his beneficiary or his estate, as the Executive within 30 days following the Date of Terminationcase may be, a cash amount equal to the sum of: (1) the Executive's full annual his then-current base salary from the Company through the Termination Date, any earned and unpaid quarterly Incentive Bonus for the fiscal quarter preceding the fiscal quarter in which the Termination Date occurs and a pro-rated portion of Terminationany quarterly Incentive Bonus for the fiscal quarter in which the Termination Date occurs, to based on the extent not theretofore paid, and (2) any compensation previously deferred number of days during such fiscal quarter that Executive was employed by the Executive (together with any interest Company, payable in the same manner and earnings thereon) and any accrued vacation pay, in each case at the same time that Incentive Bonus payments are made to current employees of the extent not theretofore paidCompany.

Payments Upon Termination of Employment. (a) If during the Termination Period the employment of the Executive shall terminate, other than by reason of terminate pursuant to a Nonqualifying Qualifying Termination, then the Company shall pay provide to the Executive Executive: (or the Executive's beneficiary or estate1) within 30 Within ten (10) days following the Date of Termination, as compensation for services rendered to the Company: (1) Termination a lump-sum cash amount equal to the sum of (iA) the Executive's full annual base salary from the Company through the Date of TerminationTermination and any bonus amounts which have become payable, to the extent not theretofore paidpaid or deferred, (iiB) the a pro rata portion of Executive's annual bonus for the fiscal year in which Executive's Date of Termination occurs in an amount at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full monthsi) bonus paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the three fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, Executive's Bonus Amount multiplied by (ii) a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control Date of Termination occurs through the Date of Termination and the denominator of which is 365 or 366, as applicablethree hundred sixty-five (365), and reduced by (iii) any compensation previously deferred by amounts paid from the Company's annual incentive plan for the fiscal year in which Executive's Date of Termination occurs; plus (2) Within ten (10) days following the Date of Termination, a lump-sum cash amount equal to (A) two (2) times Executive's highest annual rate of base salary during the 12-month period immediately prior to Executive's Date of Termination, plus (B) two (2) times Executive's Bonus Amount (b) If during the Termination Period the employment of Executive shall terminate pursuant to a Qualifying Termination, the company shall continue to provide, for a period of two (2) years following Executive's Date of Termination, Executive (together and Executive's dependents, if applicable) with the same level of medical, dental, accident, disability and life insurance benefits upon substantially the same terms and conditions (including contributions required by Executive for such benefits) as existed immediately prior to Executive's Date of Termination (or, if more favorable to Executive, as such benefits and terms and conditions existed immediately prior to the Change in Control); provided that, if Executive cannot continue to participate in the company plans providing such benefits, the Company shall otherwise provide such benefits on the same after-tax basis as if continued participation had been permitted. Notwithstanding the foregoing, in the event Executive becomes reemployed with another employer and becomes eligible to receive welfare benefits from such employer, the welfare benefits described herein shall be secondary to such benefits during the period of Executive's eligibility, but only to the extent that the Company reimburses Executive for any interest increased cost and earnings thereonprovides any additional benefits necessary to give Executive the benefits provided hereunder. (c) If during the Termination Period the employment of Executive shall terminate pursuant to a Qualifying Termination, the company shall pay to Executive, within 30 days following his Date of Termination, a lump sum payment in an amount equal to the sum of: (1) The excess, if any, of (A) the present value of the benefits to which Executive would be entitled under Company's pension and retirement plans (qualified and nonqualified), if Executive had continued in the employ of the company for an additional two (2) years following his Date of Termination earning during such two-year period the rate of base salary and bonus in effect as of his date of Termination, over (B) the present value of the benefit to which Executive is actually entitled under such pension and retirement plans as of his Date of Termination; (2) The present value of the Company contributions (including any allocations of securities of the Company) that would have been made under all Company savings programs (qualified and nonqualifed), if Executive had continued in the employ of the Company for an additional two (2) years following his Date of Termination earning during such two-year period the rate of base salary and bonus in effect as of his Date of Termination, assuming that the Company would have made the maximum contributions permitted under such savings programs, and assuming, for purposes of determining the amount of any Company matching contributions, that Executive would have contributed that amount necessary to receive the maximum matching contributions available under such savings programs); and (3) If contributions to the Company's employee stock ownership plan (the "ESOP") will continue after the Date of Termination, the value of the allocations that would have been made to Executive under the ESOP, if Executive had continued in the employ of the Company for an additional two (2) years following his Date of Termination, determined by multiplying (A) two (2) times the number of shares of stock of the Company (or, if applicable, the Surviving Person or the Parent Corporation, as such terms are defined below) allocated to the Executive's account (i) under the ESOP for the last full calendar year prior to the Date of Termination by (B) the fair market value of one share of such stock on the Date of Termination. For purposes of the preceding sentence, "present value" shall be determined as of the Date of Termination and shall be calculated based upon a discount rate of the base rate referred to in Section 7 and without reduction for mortality. (d) If during the Termination Period the employment of Executive shall terminate other than by reason of a Qualifying Termination, then the Company shall pay to executive within thirty (30) days following the Date of Termination, a lump-sum cash amount equal to the sum of (1) Executive's base salary through the Date of Termination and any bonus amounts which have become payable, to the extent not theretofore paid or deferred and (2) any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject . The Company may make such additional payments, and provide such additional benefits, to any applicable payroll or other taxes required to be withheld pursuant to Section 5) in an amount equal to (i) the Executive's highest annual base salary from Executive as the Company and Executive may agree in effect during the 12-month period prior to the Date of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the five fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Companywriting. (b) For a period of eighteen months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and the Company shall pay all costs of the continuation of such insurance coverage. (c) For a period of twelve months commencing on the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If during the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying Termination, then the Company shall pay to the Executive within 30 days following the Date of Termination, a cash amount equal to the sum of: (1) the Executive's full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid, and (2) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid.

Payments Upon Termination of Employment. (a) If during Executive’s employment with the Company is terminated by reason of: (i) Executive’s abandonment of his employment or Executive’s resignation for any reason (whether or not such resignation is set forth in writing or otherwise communicated to the Company); (ii) termination of Executive’s employment by the Company for Cause (as defined below); or (iii) termination of Executive’s employment by the Company without Cause following expiration of the Term; the Company shall pay to Executive his then-current base salary through the Termination Period Date. (b) Except in the case of a Change in Control, which is governed by Section 10(c) below, if Executive’s employment with the Company is terminated by the Company pursuant to Section 9(a)(i) effective prior to the expiration of the Executive shall terminate, Term for any reason other than by reason of a Nonqualifying Terminationfor Cause (as defined below), then the Company shall pay to the Executive (or the Executive's beneficiary or estate, subject to Section 10(h) within 30 days following the Date of Termination, as compensation for services rendered to the Companythis Agreement: (1) a cash amount equal to the sum of (i) the Executive's full annual his then-current base salary from the Company through the Date of Termination, to the extent not theretofore paid, Termination Date; (ii) any earned and unpaid annual Incentive Bonus for the Executive's annual bonus fiscal quarter immediately preceding the fiscal quarter in an amount at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Termination Date occurs; and (iii) a crisp $100 xxxx from W. Xxxx Xxxxxx. Any amount payable to Executive has been employed by the Company for less than 12 full monthspursuant to Section 10(b)(ii) bonus shall be paid or payable, including by reason of any deferral, to the Executive by the Company in respect the same manner and at the same time that Incentive Bonus payments are made to current employees of the three fiscal years Company, but no earlier than the first normal payroll date of the Company (or such portion thereof during which following the Executive performed services for the Company if the Executive shall have been employed expiration of all applicable rescission periods provided by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 5) in an amount equal to (i) the Executive's highest annual base salary from the Company in effect during the 12-month period prior to the Date of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the five fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Company. (b) For a period of eighteen months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and the Company shall pay all costs of the continuation of such insurance coveragelaw. (c) For If Executive’s employment is terminated by the Company without Cause following a period Change in Control as defined in this Agreement and before the end of twelve months commencing on the Date Term of Terminationthis Agreement, or if the Executive shall receive outplacement assistance services from an outplacement agency selected Executive’s employment is terminated by the Executive for Good Reason following a Change in Control and before the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If during the Termination Period the employment end of the Executive shall terminate by reason of a Nonqualifying TerminationTerm, then the Company shall pay to the Executive within 30 days following the Date Executive, subject to Executive’s compliance with Section 10(h) of Terminationthis Agreement, a cash an amount equal to his then current base salary and incentive bonus through the sum of:end of Term of the Agreement, paid in the same periodic installments in accordance with the Company’s regular payroll practices, but in no event will the Company pay the Executive less than one year of his current base salary and incentive bonus. At the option of the Compensation Committee and if in compliance with Code Section 409A, amounts payable pursuant to Section 10(c) may be paid in a lump sum. (1d) If Executive’s employment with the Company is terminated effective prior to the expiration of the Term by reason of Executive’s death or Disability, the Company shall pay to Executive or his beneficiary or his estate, as the case may be; (i) his then-current base salary through the Termination Date; (ii) any earned and unpaid annual Incentive Bonus for the fiscal quarter immediately preceding the fiscal quarter in which the Termination Date occurs; (iii) the Executive's full annual amount of his then current base salary that Executive would have received from the Company Termination Date through the Date of Termination, to the extent not theretofore paid, date that is 180 days following such Termination Date; and (2iv) any compensation previously deferred $240,000.00. Any amount payable to Executive pursuant to Section 10(d)(iii) shall be subject to deductions and withholdings and shall be paid to Executive or his estate or beneficiary by the Company in the same periodic installments in accordance with the Company’s regular payroll practices commencing on the first normal payroll date of the Company following the expiration of all applicable rescission periods provided by law; provided, however, that at the option of the Compensation Committee and if in compliance with Code Section 409A, amounts payable pursuant to Section 10(d)(iii) may be paid in a lump sum. Any amount payable to Executive (together with any interest or his estate or beneficiary pursuant to Section 10(d)(ii) shall be paid to Executive or his estate or beneficiary by the Company in the same manner and earnings thereonat the same time that Incentive Bonus payments are made to current employees of the Company, but no earlier than the first normal payroll date of the Company following the expiration of all applicable rescission periods provided by law. Any amount payable to Executive or his estate or beneficiary pursuant to Section 10(d)(iv) and any accrued vacation pay, shall be paid in each case to the extent not theretofore paida lump sum.

Payments Upon Termination of Employment. (a) If during Executive's employment with the Company is terminated by reason of: (i) Executive's abandonment of his employment or Executive's resignation for any reason (whether or not such resignation is set forth in writing or otherwise communicated to the Company); (ii) termination of Executive's employment by the Company for Cause (as defined below); or (iii) termination of Executive's employment by the Company without Cause following expiration of the Term; or the Company shall pay to Executive his then-current base salary through the Termination Period Date. (b) If Executive's employment with the employment Company is terminated by the Company effective prior to the expiration of the Executive shall terminate, Term for any reason other than by reason of a Nonqualifying Terminationfor Cause (as defined below), then the Company shall pay to the Executive (or the Executive's beneficiary or estate, subject to Section 10(i) within 30 days following the Date of Termination, as compensation for services rendered to the Companythis Agreement: (1) a cash amount equal to the sum of (i) the Executive's full annual his then-current base salary from the Company through the Date of Termination, to the extent not theretofore paid, Termination Date; (ii) any earned and unpaid annual Incentive Bonus for the Executive's annual bonus fiscal quarter immediately preceding the fiscal quarter in an amount at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Termination Date occurs; and (iii) a crisp $100 bill from the Board. Any amount payable to Executive has been employed by the Company for less than 12 full monthspursuxxx to Section 10(b)(ii) bonus shall be paid or payable, including by reason of any deferral, to the Executive by the Company in respect the same manner and at the same time that Incentive Bonus payments are made to current employees of the three fiscal years Company, but no earlier than the first normal payroll date of the Company (or such portion thereof during which following the Executive performed services for the Company if the Executive shall have been employed expiration of all applicable rescission periods provided by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 5) in an amount equal to (i) the Executive's highest annual base salary from the Company in effect during the 12-month period prior to the Date of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the five fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Company. (b) For a period of eighteen months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and the Company shall pay all costs of the continuation of such insurance coveragelaw. (c) For a period of twelve months commencing on the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and If Executive's employment with the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in is terminated effective prior to the aggregate. (d) If during the Termination Period the employment expiration of the Executive shall terminate Term by reason of a Nonqualifying TerminationExecutive's death or Disability, then the Company shall pay to Executive or his beneficiary or his estate, as the Executive within 30 days following the Date of Terminationcase may be, a cash amount equal to the sum of: (1) the Executive's full annual his then-current base salary from the Company through the Termination Date, any earned and unpaid quarterly Incentive Bonus for the fiscal quarter preceding the fiscal quarter in which the Termination Date occurs and a pro-rated portion of Terminationany quarterly Incentive Bonus for the fiscal quarter in which the Termination Date occurs, to based on the extent not theretofore paid, and (2) any compensation previously deferred number of days during such fiscal quarter that Executive was employed by the Executive (together with any interest Company, payable in the same manner and earnings thereon) and any accrued vacation pay, in each case at the same time that Incentive Bonus payments are made to current employees of the extent not theretofore paidCompany.

Payments Upon Termination of Employment. (a) If during Executive's employment with the Company is terminated by the Company for any reason other than for Cause (as defined below), or by Executive as a result of his resignation for Good Reason, the Company shall: (i) pay to Executive as severance pay an amount equal to his current base salary until December 31, 2004: (ii) if Executive elects to continue his group health insurance coverage with the Company following the termination of his employment with the Company, reimburse him for the full cost of the premiums he is required to pay to maintain such coverage at the same level of coverage that was in effect as of the Termination Period Date until December 31, 2004. Any amount payable to Executive as severance pay or reimbursement for the employment cost of the continuation of his group health insurance coverage hereunder shall be subject to deductions and withholdings and shall be paid to Executive by the Company in approximately equal monthly installments commencing on the second normal payroll date of the Company following the expiration of all applicable rescission periods provided by law and continuing monthly thereafter. Any amount payable to Executive as incentive compensation hereunder for 2004 shall be paid to Executive by the Company in the same manner and at the same time that incentive compensation payments are made to current employees of the Company, but no earlier than the first normal payroll date of the Company following the expiration of all applicable rescission periods provided by law. The Company shall be entitled to deduct from any severance pay otherwise payable to Executive hereunder: (i) any amount earned as income by Executive after the Termination Date as a result of self-employment or employment with any other employer, and (ii) any amount received by Executive after the Termination Date under any short-term or long-term disability insurance plan or program provided to him by the Company. In addition, the Company shall be entitled to cease making reimbursement payments to Executive for the cost of the continuation of his group health insurance coverage with the Company after the Termination Date if Executive becomes eligible for comparable group health insurance coverage from any other employer. For purposes of mitigation and reduction of the Company's financial obligations to Executive under this Section 10(a), Executive shall terminatepromptly and fully disclose to the Company in writing: (i) the nature and amount of any such earned income from self-employment or employment with any other employer, (ii) the amount of any such disability insurance payments, or (iii) the fact that he has become eligible for comparable group health insurance coverage from any other employer, and Executive shall be liable to repay any amounts to the Company that should have been so mitigated or reduced but for Executive's failure or unwillingness to make such disclosures. (b) If Executive's employment with the Company is terminated by reason of: (i) Executive's abandonment of his employment or Executive's resignation for any reason other than Good Reason (as defined below), (ii) termination of Executive's employment by reason the Company for Cause (as defined below), (iii) Executive's death, or (iv) the expiration of the term of Executive's employment with the Company as specified in Section 2 hereof on account of delivery of a Nonqualifying Terminationwritten notice to the Company that Executive elects not to extend the term of this Agreement, then the Company shall pay to the Executive (or the Executive's his beneficiary or his estate) within 30 days following the Date of Termination, as compensation for services rendered to the Company: (1) a cash amount equal to the sum of (i) the Executive's full annual case may be, his base salary from the Company through the Date of Termination, to the extent not theretofore paid, (ii) the Executive's annual bonus in an amount at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the three fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 5) in an amount equal to (i) the Executive's highest annual base salary from the Company in effect during the 12-month period prior to the Date of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the five fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the CompanyDate. (b) For a period of eighteen months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and the Company shall pay all costs of the continuation of such insurance coverage. (c) For a period of twelve months commencing on the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If during the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying Termination, then the Company shall pay to the Executive within 30 days following the Date of Termination, a cash amount equal to the sum of: (1) the Executive's full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid, and (2) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid.

Payments Upon Termination of Employment. (a) If during the Termination Period the employment of the Executive shall terminate, other than by reason of a Nonqualifying Termination, then the Company shall pay to the Executive (or the Executive's beneficiary or estate) within 30 thirty (30) days following the Date of Termination, as compensation for services rendered to the Company: (1) a lump-sum cash amount equal to the sum of (i) the Executive's full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid, (ii) the a pro rata portion of Executive's annual bonus in an amount at least equal to (A) the highest annualized greater of (1) Executive's target bonus for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the three fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs and (2) Executive's target bonus for the fiscal year in which Executive's Date of Termination occurs, multiplied by (B) a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control Date of Termination occurs through the Date of Termination and the denominator of which is 365 or 366, as applicablethree hundred sixty-five (365), and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld than pursuant to Section 5) in an amount equal to (i) the Executive's highest annual base salary from the Company in effect during the 12a tax-month period prior to the Date of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the five fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Company. (b) For a period of eighteen months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and the Company shall pay all costs of the continuation of such insurance coverage. (c) For a period of twelve months commencing on the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If during the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying Termination, then the Company shall pay to the Executive within 30 days following the Date of Termination, a cash amount equal to the sum of: (1) the Executive's full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid, and (2) any compensation previously deferred by the Executive qualified plan (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid. (2) a lump-sum cash amount equal to (i)one and one half (1 1/2) times Executive's highest annual rate of base salary during the 12-month period prior to the Date of Termination, plus (ii) one and one half (1 1/2) times the greatest of (A) the highest bonus earned by Executive in respect of the three (3) fiscal years of the Company immediately preceding the fiscal year in which the Change in Control occurs or (B) Executive's target bonus for the fiscal year in which the Change in Control occurs or (C) Executive's target bonus for the fiscal year in which Executive's Date of Termination occurs. Any amount paid pursuant to this Section 3(a)(2) shall reduce any other amount of severance relating to salary or bonus continuation to be received by Executive upon termination of employment of Executive under any severance plan or policy or employment agreement of the Company. (b) If during the Termination Period the employment of Executive shall terminate, other than by reason of a Nonqualifying Termination, the Company shall continue to provide, for a period of one and one half (1 1/2) years following the Date of Termination, Executive (and Executive's dependents if applicable) with the same level of medical, dental, accident, disability and life insurance benefits upon substantially the same terms and conditions (including cost of coverage to Executive) as existed immediately prior to Executive's Date of Termination (or, if more favorable to Executive, as such benefits and terms and conditions existed immediately prior to the Change in Control); provided, that, if Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on the same after-tax basis as if continued participation had been permitted. Notwithstanding the foregoing, in the event Executive becomes reemployed with another employer and becomes eligible to receive welfare benefits from such employer, the welfare benefits described herein shall be secondary to such benefits during the period of Executive's eligibility, but only to the extent that the Company reimburses Executive for any increased cost and provides any additional benefits necessary to give Executive the benefits provided hereunder. (c) If during the Termination Period the employment of Executive shall terminate by reason of a Nonqualifying Termination, then the Company shall pay to Executive within thirty (30) days following the Date of Termination, a cash amount equal to the sum of (1) Executive's base salary through the Date of Termination, to the extent not theretofore paid, and (2) any compensation previously deferred by Executive other than pursuant to a tax-qualified plan (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid. The Company may make such additional payments, and provide such additional benefits, to Executive as the Company and Executive may agree in writing.

Payments Upon Termination of Employment. (a) If during Executive’s employment with the Company is terminated by reason of: (i) Executive’s abandonment of his employment or Executive’s resignation for any reason (whether or not such resignation is set forth in writing or otherwise communicated to the Company); (ii) termination of Executive’s employment by the Company for Cause (as defined below); or (iii) termination of Executive’s employment by the Company without Cause following expiration of the Term; the Company shall pay to Executive his then-current base salary through the Termination Period Date. (b) Except in the case of a Change in Control, which is governed by Section 10(c) below, if Executive’s employment with the Company is terminated by the Company pursuant to Section 9(a)(i) effective prior to the expiration of the Executive shall terminate, Term for any reason other than by reason of a Nonqualifying Terminationfor Cause (as defined below), then the Company shall pay to the Executive (or the Executive's beneficiary or estate, subject to Section 10(h) within 30 days following the Date of Termination, as compensation for services rendered to the Companythis Agreement: (1) a cash amount equal to the sum of (i) the Executive's full annual his then-current base salary from the Company through the Date of Termination, to the extent not theretofore paid, Termination Date; (ii) any earned and unpaid annual Incentive Bonus for the Executive's annual bonus in an amount at least equal to the highest annualized (for any fiscal year consisting immediately preceding the Termination Date and any annual Incentive Bonus earned on a prorated basis through the Termination Date, payable after the actual amount of less Incentive Bonus is calculated but not later than 12 full the date that is 2 ½ months or following the last day of the applicable fiscal year; (iii) the amount of his then current base salary that Executive would have received from the Termination Date through the date that is 180 days following such Termination Date; and (iv) $62,500.00 with respect to which the Executive has been employed by first year of the Company for less than 12 full months) bonus paid or payable, including by reason of any deferral, Term; $87,500.00 with respect to the second year of the Term; and $100,000.00 with respect to the third year of the Term. Any amount payable to Executive pursuant to Section 10(b)(iii) shall be subject to deductions and withholdings and shall be paid to Executive by the Company in respect of the three fiscal years same periodic installments in accordance with the Company’s regular payroll practices commencing on the first normal payroll date of the Company (or such portion thereof during which following the Executive performed services for expiration of all applicable rescission periods provided by law; provided, however, that at the Company option of the Compensation Committee and if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurscompliance with Code Section 409A, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld amounts payable pursuant to Section 510(b)(iii) may be paid in an a lump sum. Any amount equal payable to (iExecutive pursuant to Section 10(b)(ii) the Executive's highest annual base salary from the Company in effect during the 12-month period prior shall be paid to the Date of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect the same manner and at the same time that Incentive Bonus payments are made to current named executive officers of Texas Roadhouse, Inc., as that term is applied by Texas Roadhouse, Inc. in accordance with the rules and regulations of the five fiscal years U.S. Securities and Exchange Commission (the “Named Executive Officers”), but no earlier than the first normal payroll date of the Company (or such portion thereof during which following the expiration of all applicable rescission periods provided by law. Any amount payable to Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, that any amount paid pursuant to this Section 3(a)(210(b)(iv) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Company. (b) For a period of eighteen months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and the Company shall pay all costs of the continuation of such insurance coveragelump sum. (c) For a period of twelve months commencing on the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected If Executive’s employment is terminated by the Executive Company without Cause following a Change in Control as defined in this Agreement and before the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If during the Termination Period the employment end of the Term of this Agreement, or if Executive’s employment is terminated by Executive shall terminate by reason for Good Reason following a Change in Control and before the end of a Nonqualifying Terminationthe Term, then the Company shall pay to the Executive within 30 days following the Date Executive, subject to Executive’s compliance with Section 10(h) of Terminationthis Agreement, a cash an amount equal to his then current base salary and incentive bonus through the sum of:end of Term of the Agreement, paid in the same periodic installments in accordance with the Company’s regular payroll practices following the expiration of all applicable rescission periods provided by law, but in no event will the Company pay Executive less than one year of his current base salary and incentive bonus. At the option of the Compensation Committee and if in compliance with Code Section 409A, amounts payable pursuant to Section 10(c) may be paid in a lump sum. (1d) If Executive’s employment with the Company is terminated effective prior to the expiration of the Term by reason of Executive’s death or Disability, the Company shall pay to Executive or his beneficiary or his estate, as the case may be; (i) his then-current base salary through the Termination Date; (ii) any earned and unpaid annual Incentive Bonus for the fiscal year immediately preceding the Termination Date and any annual Incentive Bonus earned on a prorated basis through the Termination Date, payable after the actual amount of Incentive Bonus is calculated but not later than the date that is 2 ½ months following the last day of the applicable fiscal year; (iii) the Executive's full annual amount of his then current base salary that Executive would have received from the Company Termination Date through the Date of Termination, to the extent not theretofore paid, date that is 180 days following such Termination Date; and (2iv) any compensation previously deferred $62,500.00 with respect to the first year of the Term; $87,500.00 with respect to the second year of the Term; and $100,000.00 with respect to the third year of the Term. Any amount payable to Executive pursuant to Section 10(d)(iii) shall be subject to deductions and withholdings and shall be paid to Executive or his estate or beneficiary by the Company in the same periodic installments in accordance with the Company’s regular payroll practices commencing on the first normal payroll date of the Company following the expiration of all applicable rescission periods provided by law; provided, however, that at the option of the Compensation Committee and if in compliance with Code Section 409A, amounts payable pursuant to Section 10(d)(iii) may be paid in a lump sum. Any amount payable to Executive (together with any interest or his estate or beneficiary pursuant to Section 10(d)(ii) shall be paid to Executive or his estate or beneficiary by the Company in the same manner and earnings thereonat the same time that Incentive Bonus payments are made to current Named Executive Officers, but no earlier than the first normal payroll date of the Company. Any amount payable to Executive or his estate or beneficiary pursuant to Section 10(d)(iv) and any accrued vacation pay, shall be paid in each case a lump sum on the first normal payroll date of the Company following the date that the applicable rescission period is deemed to the extent not theretofore paidexpire as set forth in subparagraph 10(h).

Payments Upon Termination of Employment. (a) If during the Termination Period the employment of the Executive shall terminate, other than terminate by reason of a Nonqualifying Qualifying Termination, then the Company shall pay to and the Executive (or the Executive's beneficiary ’s executor or estateother legal representative in the case of the Executive’s death or disability following such termination) executes a general release and noncompetition agreement substantially in the form of Exhibit A hereto (the “Release and Noncompetition Agreement”) within 30 60 days following of the Date of TerminationTermination and has not revoked the Release and Noncompetition Agreement, then the Company shall provide to the Executive, as compensation for services rendered to the CompanyCompany and in consideration of the general release set forth in Section 2 of the Release and Noncompetition Agreement and the covenants set forth in Section 3 of the Release and Noncompetition Agreement, the payments and benefits described in Section 2(a) and Section 2(b) hereof: (1a) The Company shall pay to the Executive by no later than the 30th day following the date on which the Company receives an executed copy of the Release and Noncompetition Agreement: (i) a lump sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 4) equal to the sum of (iA) the Executive's full ’s annual base salary from the Company and its affiliated companies through the Date of Termination, to the extent not theretofore paid, (iiB) the Executive's annual bonus in an amount at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the three fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, ’s Target Bonus multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control termination of Executive’s employment occurs through that are prior to the Date of Termination and the denominator of which is 365 or 366, as applicable, applicable and (iiiC) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2ii) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 54) in an amount equal to (iA) two times the Executive's highest annual base salary from the Company in effect during the 12-month period prior to the Date of Termination’s Payout Base Salary, plus (iiB) two times the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus’s Target Bonus; provided, paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the five fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, providedhowever, that any amount paid pursuant to this Section 3(a)(22(a)(ii) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Company. (b) For a period of eighteen months commencing on two years after the Date of Termination, provided that the Company receives an executed copy of the Release and Noncompetition Agreement, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect provide benefits to the Executive and his dependents and/or the Executive’s family under the Company Welfare Plans equal to those which would have been provided to them in accordance with such Company Welfare Plans if the same level of coverageExecutive’s employment had not been terminated; provided, upon however, that if any such Company Welfare Plan does not permit the same terms and otherwise Company to provide benefits to the same extent Executive during such two-year period, or any portion thereof, following the Executive’s termination of employment, the Company shall, in lieu of providing such benefits as such policies shall have been in effect immediately prior contemplated by this Section 2(b), provide the Executive with a cash payment equal to the Date of Termination and incremental cost that the Company would have incurred to provide such benefits to the Executive and/or the Executive’s family pursuant to such Company Welfare Plan for such period, assuming the Executive’s employment had not been terminated; and provided further that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the comparable medical and other welfare benefits provided under the Company Welfare Plans shall pay all costs be secondary to those provided under such other plan during such applicable period of the continuation of such insurance coverageeligibility. (c) For a period of twelve months commencing on the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If during the Termination Period the employment of the Executive shall terminate other than by reason of a Nonqualifying Qualifying Termination, then the Company shall pay to the Executive (or the Executive’s executor or other legal representative in the case of the Executive’s death or disability) within 30 days following the Date of Termination, a cash amount equal to the sum of: of (1i) the Executive's full ’s annual base salary from the Company through the Date of Termination, to the extent not theretofore paid, and (2ii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid, and (iii) in the event that the employment of the Executive shall have terminated by reason of the death or disability of the Executive, a sum equal to the Executive’s Target Bonus multiplied by a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 or 366, as applicable.

Payments Upon Termination of Employment. (a) If during Employee’s employment with the Company is terminated by reason of (i) Employee’s abandonment of his employment or Employee’s resignation for any reason (whether or not such resignation is set forth in writing or otherwise communicated to the Company); (ii) termination of Employee’s employment by the Company for Cause (as defined below); or (iii) termination of Employee’s employment by the Company without Cause following expiration of the Term; the Company shall pay to Employee his then-current base salary through the Termination Period Date. (b) Except in the case of a Change in Control, which is governed by Section 10(c) below, if Employee’s employment with the Company is terminated by the Company pursuant to Section 9(a)(i) effective prior to the expiration of the Executive shall terminate, Term for any reason other than by reason of a Nonqualifying Terminationfor Cause (as defined below), then the Company shall pay to the Executive (or the Executive's beneficiary or estateEmployee, subject to Section 10(h) within 30 days following the Date of Termination, as compensation for services rendered to the Companythis Agreement: (1) a cash amount equal to the sum of (i) the Executive's full annual his then-current base salary from the Company through the Date of Termination, to the extent not theretofore paid, Termination Date; (ii) any earned and unpaid annual Incentive Bonus for the Executive's annual bonus fiscal quarter immediately preceding the fiscal quarter in an amount at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed Termination Date occurs; (iii) the amount of his then current base salary that Employee would have received form the Termination Date through the date that is 180 days following such Termination Date; and (iv) 50% of the aggregate quarterly Incentive Bonus earned by Employee for the Company for less than 12 last four full monthsfiscal quarters immediately preceding the fiscal quarter in which the Termination Date occurs. Any amount payable to Employee pursuant to Section 10(b)(iii) bonus shall be subject to deductions and withholdings and shall be paid or payable, including by reason of any deferral, to the Executive Employee by the Company in respect of the three fiscal years same periodic installments in accordance with the Company’s regular payroll practices commencing on the first normal payroll date of the Company (or such portion thereof during which following the Executive performed services for expiration of all applicable rescission periods provided by law; provided, however, that at the Company option of the CFO and if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurscompliance with Code Section 409A, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld amounts payable pursuant to Section 510(b)(iii) may be paid in an a lump sum. Any amount equal payable to (iEmployee pursuant to Section l0(b)(ii) the Executive's highest annual base salary from the Company in effect during the 12-month period prior shall be paid to the Date of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive Employee by the Company in respect the same manner and at the same time that Incentive Bonus payments are made to current employees of the five fiscal years Company, but no earlier than the first normal payroll date of the Company (or such portion thereof during which following the Executive performed services for the Company if the Executive shall have been employed expiration of all applicable rescission periods provided by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, that any law. Any amount paid payable to Employee pursuant to this Section 3(a)(210(b)(iv) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received Employee by the Executive upon termination of employment of Company in the Executive under any severance agreement, plan, policy or arrangement of the Company. (b) For a period of eighteen months commencing same manner and on the Date of Termination, the Company shall continue same date as any payment would be made pursuant to keep in full force and effect all policies of medical, accident, disability and life insurance with respect Section 10(b)(ii) if Employee were entitled to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and the Company shall pay all costs of the continuation of such insurance coveragepayment. (c) For a period of twelve months commencing on the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected If Employee’s employment is terminated by the Executive Company without Cause following a Change in Control as defined in this Agreement and before the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If during the Termination Period the employment end of the Executive shall terminate Term of this Agreement, or if the Employee’s employment is terminated by reason the Employee for Good Reason following a Change in Control and before the end of a Nonqualifying Terminationthe Term, then the Company shall pay to the Executive within 30 days following the Date Employee, subject to Employee’s compliance with Section 10(h) of Terminationthis Agreement, a cash an amount equal to his then current base salary and incentive bonus through the sum of:end of Term of the Agreement, paid in the same periodic installments in accordance with the Company’s regular payroll practices, but in no event will the Company pay the Employee less than one year of his current base salary and incentive bonus. At the option of the CFO and if in compliance with Code Section 409A, amounts payable pursuant to Section 10(c) may be paid in a lump sum. (1d) If Employee’s employment with the Executive's full annual Company is terminated effective prior to the expiration of the Term by reason of Employee’s death or Disability, the Company shall pay to Employee or his beneficiary or his estate, as the case may be, his then-current base salary from the Company through the Termination Date, any earned and unpaid quarterly Incentive Bonus for the fiscal quarter preceding the fiscal quarter in which the Termination Date occurs and a pro-rated portion of Terminationany quarterly Incentive Bonus for the fiscal quarter in which the Termination Date occurs, to based on the extent not theretofore paid, and (2) any compensation previously deferred number of days during such fiscal quarter that Employee was employed by the Executive (together with any interest Company, payable in the same manner and earnings thereon) and any accrued vacation pay, in each case at the same time that Incentive Bonus payments are made to ‘current employees of the extent not theretofore paidCompany.

Payments Upon Termination of Employment. (a) If during Executive's employment with the Company is terminated by reason of: (i) Executive's abandonment of his employment or Executive's resignation for any reason (whether or not such resignation is set forth in writing or otherwise communicated to the Company); (ii) termination of Executive's employment by the Company for Cause (as defined below); or (iii) termination of Executive's employment by the Company without Cause following expiration of the Term; or the Company shall pay to Executive his then-current base salary through the Termination Period Date. (b) If Executive's employment with the employment Company is terminated by the Company effective prior to the expiration of the Executive shall terminate, Term for any reason other than by reason of a Nonqualifying Terminationfor Cause (as defined below), then the Company shall pay to the Executive (or the Executive's beneficiary or estate, subject to Section 10(i) within 30 days following the Date of Termination, as compensation for services rendered to the Companythis Agreement: (1) a cash amount equal to the sum of (i) the Executive's full annual his then-current base salary from the Company through the Date of Termination, to the extent not theretofore paid, Termination Date; (ii) the Executive's any earned and unpaid annual bonus in an amount at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the three fiscal years of the Company (or such portion thereof during which the Executive performed services Incentive Bonus for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) quarter immediately preceding the fiscal year quarter in which the Change Termination Date occurs; (iii) the amount of his then current base salary that Executive would have received from the Termination Date through the earlier of (A) 180 days following such Termination Date and (B) the Third Anniversary Date if his employment with the Company had not been terminated; and (iv) 50% of the aggregate quarterly Incentive Bonus earned by Executive for the last four full fiscal quarters immediately preceding the fiscal quarter in Control which the Termination Date occurs, multiplied provided, however, if the Termination Date occurs during the fiscal quarter ending on the Third Anniversary Date, the amount payable pursuant to this Section 10(b)(iv) shall be reduced by a fraction, the numerator of which is the number of days in during such fiscal quarter that Executive was employed by the fiscal year in which the Change in Control occurs through the Date of Termination Company and the denominator of which is 365 or 366, as applicable, and (iii) any compensation previously deferred by the number of days in such fiscal quarter. Any amount payable to Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 510(b)(iii) in an amount equal shall be subject to (i) the Executive's highest annual base salary from the Company in effect during the 12-month period prior deductions and withholdings and shall be paid to the Date of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the five fiscal years same periodic installments in accordance with the Company's regular payroll practices commencing on the first normal payroll date of the Company (or such portion thereof during which following the expiration of all applicable rescission periods provided by law. Any amount payable to Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, that any amount paid pursuant to this Section 3(a)(210(b)(ii) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received Executive by the Executive upon termination of employment of Company in the Executive under any severance agreement, plan, policy or arrangement same manner and at the same time that Incentive Bonus payments are made to current employees of the Company. (b, but no earlier than the first normal payroll date of the Company following the expiration of all applicable rescission periods provided by law. Any amount payable to Executive pursuant to Section 10(b)(iv) For a period of eighteen months commencing shall be paid to Executive by the Company on the Date of Termination, the Company shall continue same date as any payment would be made pursuant to keep in full force and effect all policies of medical, accident, disability and life insurance with respect Section 10(b)(ii) if Executive were entitled to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and the Company shall pay all costs of the continuation of such insurance coveragepayment. (c) For a period of twelve months commencing on the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and If Executive's employment with the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in is terminated effective prior to the aggregate. (d) If during the Termination Period the employment expiration of the Executive shall terminate Term by reason of a Nonqualifying TerminationExecutive's death or Disability, then the Company shall pay to Executive or his beneficiary or his estate, as the Executive within 30 days following the Date of Terminationcase may be, a cash amount equal to the sum of: (1) the Executive's full annual his then-current base salary from the Company through the Termination Date, any earned and unpaid quarterly Incentive Bonus for the fiscal quarter preceding the fiscal quarter in which the Termination Date occurs and a pro-rated portion of Terminationany quarterly Incentive Bonus for the fiscal quarter in which the Termination Date occurs, to based on the extent not theretofore paid, and (2) any compensation previously deferred number of days during such fiscal quarter that Executive was employed by the Executive (together with any interest Company, payable in the same manner and earnings thereon) and any accrued vacation pay, in each case at the same time that Incentive Bonus payments are made to current employees of the extent not theretofore paidCompany.

Payments Upon Termination of Employment. (a) If during In the event the Employee’s employment under this Agreement is terminated for any reason specified in Section 9 above, this Agreement shall terminate and be deemed cancelled and the Employer shall be under no obligation hereunder either to continue the Employee’s employment or to provide the Employee with any payment or benefit of any kind whatsoever, except for the Employee’s Base Salary through the Termination Period Date and such vested benefits or rights which the Employee may have accrued through the Termination Date hereunder or under any benefit plan of Employer (other than any severance pay plan maintained by the Employer). In addition, in the event of termination pursuant to 9(B) or (C) above, the Employer shall also pay the amount of any incentive compensation to which the Employee would have been entitled for the year of termination had the Employee’s employment not terminated, prorated to the Termination Date, payable when such incentive compensation would be payable to other employees for that year and based upon the Employer’s financial performance for the full applicable year. In addition, in the event of termination pursuant to 9(B) or (C) above, the Employee shall be entitled to benefits under any group life insurance or disability insurance benefits provided in accordance with the Employer’s welfare benefit plans. (b) The Employee’s employment under this Agreement may also be terminated on fifteen (15) days prior notice by the Employer not for Cause and it may be terminated by the Employee for Good Reason if circumstances constituting Good Reason exist, and neither of such terminations of employment shall be a breach of this Agreement by the Employer so long as the benefits set forth below are provided to the Employee. In the event that the Employee’s employment with the Employer is terminated by the Employer without Cause or the Employee resigns employment with the Employer for Good Reason, then, in addition to the Employee’s Base Salary through the Termination Date and such vested benefits or rights which the Employee may have accrued through the Termination Date hereunder or under any benefit plan of the Executive shall terminate, Employer (other than any severance pay plan maintained by reason the Employer), subject to the Employee’s execution and delivery of a Nonqualifying Terminationrelease, then the Company shall pay to the Executive (or fullest extent permitted by law in favor of the Executive's beneficiary or estate) within 30 days following Employer in substantially the Date of Terminationform attached hereto, as compensation for services rendered may be modified to take into account changes in applicable law, the Employee will be entitled to the Company:following. (1) Payment of a cash amount lump sum equal to two times the sum of (i) his Base Salary (as in effect on the Executive's full annual base salary from the Company through the Date of TerminationTermination Date), to the extent not theretofore paid, and (ii) the Executive's his average annual bonus in an (taking into account all annual bonuses paid under Section 3(b) hereof for the applicable year) over the three calendar years immediately preceding his termination of employment. This amount at least equal shall be subject to tax and other required withholdings and be payable within ten days of the date of termination of employment (but not prior to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus paid or payable, including by reason of any deferral, to the Executive by the Company in respect end of the three fiscal years of the Company Revocation Period (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year as defined in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plusExhibit A hereto)). (2) a lump-sum cash amount (subject In addition, if the Employee or his dependents are otherwise eligible for COBRA continuation of group health plan coverage and timely elect to any applicable payroll or other taxes required to be withheld pursuant to Section 5) receive it, the Employer shall pay the cost of such COBRA coverage in an amount equal to (i) 100% of the Executive's highest annual base salary from monthly premium for such coverage for eighteen months. Notwithstanding the Company foregoing, nothing in effect during the 12-month period prior this Agreement shall be construed to the Date of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which require the Executive has been employed to seek other employment following the termination of his employment hereunder. For the avoidance of doubt, the Employer giving notice of nonrenewal of the term pursuant to Section 2(b) above shall not be treated as a termination of the Employee’s employment by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the five fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Company. (b) For a period of eighteen months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and the Company shall pay all costs of the continuation of such insurance coverageEmployer. (c) For a period the purposes of twelve months commencing on the Date of Termination, the Executive this Agreement “Good Reason” shall receive outplacement assistance services from an outplacement agency selected by the Executive and the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If during the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying Termination, then the Company shall pay to the Executive within 30 days following the Date of Termination, a cash amount equal to the sum ofmean: (1) the Executive's full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid, and (2) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid.

Payments Upon Termination of Employment. (a) If Executive’s employment with the Company is terminated by the Company without Cause on or prior to the one-year anniversary of the Effective Date, then, subject to Section 9(h) below, and in addition to his Base Salary earned through the Termination Date: (i) the Company shall pay to Executive severance pay at the rate of his Base Salary for a period of eighteen (18) consecutive months after the Termination Date; (ii) if Executive is eligible for and takes all steps necessary to continue his group health insurance coverage with the Company following the termination of his employment with the Company, the Company shall pay for the portion of the premium costs for such coverage that the Company pays for then active employees of the Company, at the same level of coverage that was in effect as of the Termination Date, for a period of eighteen (18) consecutive months after the Termination Date; and (iii) the Company shall pay to Executive $400,000, which represents his target annual incentive bonus as of the Effective Date. Any amount payable to Executive as severance pay under Section 9(a)(i) shall be paid to Executive by the Company in accordance with the Company’s regular payroll cycle, commencing on the first regular payroll date of the Company that occurs more than 60 days after the Termination Date (and including any installment that would have otherwise been paid on regular payroll dates during the period of 60 days following the Termination Period Date), provided the employment conditions specified in Section 9(h) have been satisfied. Any amount payable to Executive pursuant to Section 9(a)(iii) shall be paid to Executive at the same time and in the same manner as bonuses are paid to other executives of the Company for the 2015 fiscal year, provided the conditions specified in Section 9(h) have been satisfied. (b) If Executive’s employment with the Company is terminated by the Company without Cause after the one-year anniversary of the Effective Date, then, subject to Section 9(h) below, and in addition to his Base Salary earned through the Termination Date: (i) the Company shall pay to Executive severance pay at the rate of his Base Salary for a period of twelve (12) consecutive months after the Termination Date; (ii) if Executive is eligible for and takes all steps necessary to continue his group health insurance coverage with the Company following the termination of his employment with the Company, the Company shall terminatepay for the portion of the premium costs for such coverage that the Company pays for then active employees of the Company, at the same level of coverage that was in effect as of the Termination Date, for a period of twelve (12) consecutive months after the Termination Date; and (iii) the Company shall pay to Executive a pro rata portion (based on the number of days of employment during the fiscal year) of any bonus that would have been payable to him for such fiscal year pursuant to Section 4(c) hereof, waiving any employment condition applicable to payment. Any amount payable to Executive as severance pay under Section 9(b)(i) shall be paid to Executive by the Company in accordance with the Company’s regular payroll cycle, commencing on the first regular payroll date of the Company that occurs more than 60 days after the Termination Date (and including any installment that would have otherwise been paid on regular payroll dates during the period of 60 days following the Termination Date), provided the conditions specified in Section 9(h) have been satisfied. Any amount payable to Executive as a bonus shall be paid to Executive at the same time and in the same manner as bonuses are paid to other executives of the Company for such fiscal year, provided the conditions specified in Section 9(h) have been satisfied. (c) If Executive’s employment with the Company is terminated due to either (x) Executive’s death or Disability, or (y) Executive providing to the Company not less than 60 days’ prior written notice of his resignation of employment, then Company shall pay to Executive or his beneficiary or his estate, as the case may be, only his Base Salary earned through the Termination Date and a pro rata portion (based on the number of calendar days of employment during the fiscal year) of any bonus that would have been payable to him for such fiscal year pursuant to Section 4(c) hereof, with such bonus paid at the same time and in the same manner as bonuses are paid to other executives of the Company for such fiscal year, and, in the event of death or Disability, the rights set forth in Section 4(d). Executive’s beneficiary shall be entitled to the life insurance benefit provided in Section 4(e). (d) If Executive’s employment with the Company is terminated by the Company for Cause or for any reason of a Nonqualifying Terminationnot covered by Sections 9(a), (b) or (c), then the Company shall pay to the Executive (or the Executive's beneficiary or estate) within 30 days following the Date of Termination, as compensation for services rendered to the Company: (1) a cash amount equal to the sum of (i) the Executive's full annual base salary from the Company only his Base Salary earned through the Date of Termination, to the extent not theretofore paid, (ii) the Executive's annual bonus in an amount at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the three fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 5) in an amount equal to (i) the Executive's highest annual base salary from the Company in effect during the 12-month period prior to the Date of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the five fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the CompanyDate. (b) For a period of eighteen months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and the Company shall pay all costs of the continuation of such insurance coverage. (c) For a period of twelve months commencing on the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If during the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying Termination, then the Company shall pay to the Executive within 30 days following the Date of Termination, a cash amount equal to the sum of: (1) the Executive's full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid, and (2) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid.

Payments Upon Termination of Employment. (12.1 Should the Executive's employment be terminated prior to the announcement of a transaction or event constituting a Change of Control a) If during by the Termination Period Corporation for Cause or upon the employment death or the Incapacity of the Executive, or b) upon the Executive's resignation without Good Reason, the Corporation shall pay to the Executive within ten (10) days following the termination of his employment, in one lump sum (less statutory deductions at source), the Basic Payments except for bonuses forming part of the Basic Payments which shall be paid in accordance with Section 5.2 of this Agreement. The Executive shall terminatenot be entitled to receive any pay in lieu of notice, severance pay or any indemnity whatsoever, other than by reason the Basic Payments. 12.2 Should the Executive's employment be terminated prior to the announcement of a Nonqualifying Terminationtransaction or event constituting a Change of Control a) by the Corporation without Cause, then or b) by the Company Executive for Good Reason, (1) the Corporation shall pay to the Executive (A) the Basic Payments, and (B) an amount (the "Termination Payment") equal to two (2) times the highest annual Base Salary paid or payable to the Executive during his employment hereunder (hereinafter, the "Highest Base Salary") plus two (2) times the highest aggregate bonuses paid or payable to him in respect of any year of his employment hereunder (hereinafter, the "Highest Aggregate Bonuses"), each payable in one lump sum (less statutory deductions at source) within ten (10) days following the termination of his employment, except for bonuses forming part of the Basic Payments which shall be paid in accordance with Section 5.2 of this Agreement, and (2) the insurance, if any, then owned by the Executive or his designee for which the Corporation is responsible for the cost of the premiums in accordance with Section 7.4 shall forthwith be converted to, or replaced by a level deposit premium insurance policy to age 80, for the same insurance amount, which policy shall be owned by the Executive or his designee, and the Corporation shall pay directly to the insurance carrier the entire cost of the premium for such level deposit premium insurance policy (the "Insurance Covenant"). 12.3 Should the Executive's beneficiary employment be terminated by the Corporation for any reason (whether with or estatewithout Cause) within 30 days following the Date announcement of Termination, as compensation for services rendered to the Company: (1) a cash amount equal to the sum transaction or event constituting a Change of (i) the Executive's full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid, (ii) the Executive's annual bonus in an amount at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months Control or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the three fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iii) any compensation previously deferred by the Executive (together whether with any interest and earnings thereonor without Good Reason) and any accrued vacation pay, in each case to following the extent not theretofore paid; plus (2) completion of a lump-sum cash amount (subject to any applicable payroll transaction or other taxes required to be withheld pursuant to Section 5) in an amount equal to (i) the Executive's highest annual base salary from the Company in effect during the 12-month period prior to the Date event constituting a Change of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the five fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Company. (b) For a period of eighteen months commencing on the Date of TerminationControl, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and the Company shall pay all costs of the continuation of such insurance coverage. (c) For a period of twelve months commencing on the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. (d) If during the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying Termination, then the Company Corporation shall pay to the Executive within 30 days following the Date of Termination, a cash amount equal to Basic Payments and the sum of: (1) the Executive's full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid, and (2) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation payTermination Payment, in each case to as described, and payable on the extent not theretofore paiddates set forth in Section 12.2, and shall perform the Insurance Covenant, as described in Section 12.2. 12.4 The Executive recognizes and accepts that the Corporation shall not, in any case, be responsible for any additional amount, indemnity in lieu of notice, severance pay or other damages arising from the termination of his employment, except for those specifically provided for herein.

Payments Upon Termination of Employment. The payments you will be entitled to receive from the Company upon termination of your employment will be as follows: (a) If during the Termination Period the employment of the Executive shall terminateyou terminate your employment, other than by reason of a Nonqualifying Termination, then or if the Company shall terminates your employment with or without Cause, the Company will pay you any accrued and unpaid compensation (subject to normal withholding and other deductions) to the effective date of termination of your employment. (b) In addition, if your employment is terminated by the Company without Cause or if you terminate your employment following (i) a material adverse alteration or diminution in the nature or status of your authority, duties or responsibilities from those in effect immediately prior to such change, (ii) a reduction in your title of President and Chief Executive Officer or (or the Executive's beneficiary or estateiii) within 30 days following the Date of Termination, as compensation for services rendered to the Companya reduction in your base salary: (1A) a cash amount you will be entitled to aggregate severance payments equal to the sum of (ix) the Executive's full your annual base salary from the Company through the Date of Termination, to the extent not theretofore paid, (ii) the Executive's annual bonus in an amount at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the three fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 5) in an amount equal to (i) the Executive's highest annual base salary from the Company in effect during the 12-month period prior to the Date of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the five fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance agreement, plan, policy or arrangement of the Company. (b) For a period of eighteen months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date termination and (y) the average annual bonus earned by you for the two (2) most recent annual periods; and (B) you will be entitled to receive medical, dental, vision, long-term care, life and long-term disability insurance coverage and your 401(k) entitlement for one (1) year following the termination at levels comparable to that provided immediately prior to your termination (all at the cost of Termination and the Company shall pay all costs of except for any contributions paid by you prior to the continuation of such insurance coveragetermination). (c) For The aggregate severance payments set forth in paragraph 7(b)(A) above shall be payable in equal monthly installments over the one (1) year period; provided, however, that if such termination occurs within twelve (12) months following a Change of Control (as herein defined), the entire sum shall be payable, at your election, either in a lump sum within thirty (30) days of the date of employment termination or in periodic payments over a period of twelve months commencing on the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and the Company shall pay all costs of such services; provided that such costs shall not to exceed $15,000 in the aggregatethree (3) years. (d) If during the Termination Period the You shall not be obligated to seek other employment or take any other action by way of mitigation of the Executive shall terminate by reason amounts payable to you under any provisions of a Nonqualifying Termination, then the Company shall pay to the Executive within 30 days following the Date of Termination, a cash amount equal to the sum of:this paragraph 7. (1e) For purposes hereof, the Executive's full annual base salary from the Company through the Date term “Change of Termination, to the extent not theretofore paid, and (2) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid.Control” means

Payments Upon Termination of Employment. (a) If during Executive’s employment with the Company is terminated by reason of: (i) Executive’s abandonment of his employment or Executive’s resignation for any reason (whether or not such resignation is set forth in writing or otherwise communicated to the Company); (ii) termination of Executive’s employment by the Company for Cause (as defined below); or (iii) termination of Executive’s employment by the Company without Cause following expiration of the Term; the Company shall pay to Executive his then-current base salary through the Termination Period Date. (b) If Executive’s employment with the employment Company is terminated by the Company pursuant to Section 9(a)(i) effective prior to the expiration of the Executive shall terminate, Term for any reason other than by reason of a Nonqualifying Terminationfor Cause (as defined below), then the Company shall pay to the Executive (or the Executive's beneficiary or estate, subject to Section 10(g) within 30 days following the Date of Termination, as compensation for services rendered to the Companythis Agreement: (1) a cash amount equal to the sum of (i) the Executive's full annual his then-current base salary from the Company through the Date of Termination, to the extent not theretofore paid, Termination Date; (ii) any earned and unpaid annual Incentive Bonus for the Executive's annual bonus fiscal quarter immediately preceding the fiscal quarter in an amount at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Termination Date occurs; (iii) the amount of his then current base salary that Executive has been employed would have received from the Termination Date through the date that is 180 days following such Termination Date; and (iv) 50% of the aggregate quarterly Incentive Bonus earned by Executive for the Company for less than 12 last four full monthsfiscal quarters immediately preceding the fiscal quarter in which the Termination Date occurs. Any amount payable to Executive pursuant to Section 10(b)(iii) bonus shall be subject to deductions and withholdings and shall be paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the three fiscal years same periodic installments in accordance with the Company’s regular payroll practices commencing on the first normal payroll date of the Company (or such portion thereof during which following the expiration of all applicable rescission periods provided by law. Any amount payable to Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 510(b)(ii) in an amount equal shall be paid to (i) the Executive's highest annual base salary from the Company in effect during the 12-month period prior to the Date of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect the same manner and at the same time that Incentive Bonus payments are made to current employees of the five fiscal years Company, but no earlier than the first normal payroll date of the Company (or such portion thereof during which following the expiration of all applicable rescission periods provided by law. Any amount payable to Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, that any amount paid pursuant to this Section 3(a)(210(b)(iv) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received Executive by the Executive upon termination of employment of Company in the Executive under any severance agreement, plan, policy or arrangement of the Company. (b) For a period of eighteen months commencing same manner and on the Date of Termination, the Company shall continue same date as any payment would be made pursuant to keep in full force and effect all policies of medical, accident, disability and life insurance with respect Section 10(b)(ii) if Executive were entitled to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination and the Company shall pay all costs of the continuation of such insurance coveragepayment. (c) For a period of twelve months commencing on the Date of Termination, the Executive shall receive outplacement assistance services from an outplacement agency selected by the Executive and If Executive’s employment with the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in is terminated effective prior to the aggregate. (d) If during the Termination Period the employment expiration of the Executive shall terminate Term by reason of a Nonqualifying TerminationExecutive’s death or Disability, then the Company shall pay to Executive or his beneficiary or his estate, as the Executive within 30 days following the Date of Terminationcase may be, a cash amount equal to the sum of: (1) the Executive's full annual his then-current base salary from the Company through the Termination Date, any earned and unpaid quarterly Incentive Bonus for the fiscal quarter preceding the fiscal quarter in which the Termination Date occurs and a pro-rated portion of Terminationany quarterly Incentive Bonus for the fiscal quarter in which the Termination Date occurs, to based on the extent not theretofore paid, and (2) any compensation previously deferred number of days during such fiscal quarter that Executive was employed by the Executive (together with any interest Company, payable in the same manner and earnings thereon) and any accrued vacation pay, in each case at the same time that Incentive Bonus payments are made to current employees of the extent not theretofore paidCompany.