Common use of Payments Upon Termination Clause in Contracts

Payments Upon Termination. A. Upon termination of the Executive's employment hereunder, the Company shall be obligated to pay and the Executive shall be entitled to receive, on the pay date for the pay period in which the termination occurs, all accrued and unpaid Base Salary to the date of termination. In addition, the Executive shall be entitled to any benefits to which he is entitled under the terms of any applicable employee benefit plan or program or applicable law. B. Except as provided in Section 7(A), upon termination of the Executive's employment by the Company without Cause or by the Executive due to Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of termination.

Payments Upon Termination. A. Upon termination of (i) In the event Executive voluntarily terminates Executive's ’s employment hereunderhereunder for any reason other than Good Reason, Executive’s employment hereunder is terminated by a Non-Renewal by Executive, or Executive’s employment hereunder is terminated by the Company for Cause, the Company shall be obligated to pay and provide to Executive the Accrued Rights due to Executive, if any. In the event Executive’s employment hereunder is terminated by reason of Executive’s death or by the Company because of Executive’s Incapacity, the Company shall pay and provide to Executive or to Executive’s representatives or estate (A) the Accrued Rights due Executive, if any, plus (B) the Annual Bonus that would be due and payable to Executive had he remained employed by the Company until the end of the Annual Bonus Period during which Executive’s death occurred or during which Executive’s employment was terminated by the Company on account of Executive’s Incapacity, payable when such bonuses are paid to other management employees. “Accrued Rights” shall be entitled mean a lump-sum amount equal to receive, on the pay date for the pay period in which the termination occurs, all accrued and sum of (1) Executive’s earned but unpaid Base Salary to through the date of termination. In addition, (2) any Annual Bonuses earned for prior Annual Bonus Periods that remain unpaid as of the date of termination, (3) any unreimbursed business expenses or other amounts due to Executive from the Company as of the date of termination and (4) such vested and accrued employee benefits (including equity compensation), if any, to which Executive may be entitled under the Company’s employee benefit plans as of the date of termination; provided, that in no event shall Executive be entitled to any benefits to which he is entitled under payments in the terms nature of any applicable employee benefit plan severance or program or applicable law. B. Except termination payments except as specifically provided in Section 7(A)herein; and, upon termination of the Executive's employment by the Company without Cause or by the Executive due to Good Reasonprovided further, in addition to the amount set forth in Section 6(A), the Company all such amounts shall be obligated to pay, and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) paid as otherwise described in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of termination.

Payments Upon Termination. A. Upon termination of (a) If the Executive's employment hereundershall be terminated because of death, disability, or for Cause, the Company shall be obligated pay the Executive (or his executor, administrator or other personal representative, as applicable) his full Annual Direct Salary through the date of termination of employment at the rate in effect at the time of termination and the Company shall have no further obligations to pay the Executive under this Agreement (and the Executive shall not be entitled to receivepayment of any unpaid bonus or incentive award); provided that in the event of a termination by the Company because of disability and other than in the case of employment in any Competitive Business the Company shall pay to the Executive, on as full and complete liquidated damages hereunder, an amount equal to the pay date Executive's then monthly Annual Direct Salary multiplied by six (6) months, with such amount payable in equal monthly installments and provided further that the foregoing amounts shall be reduced by any disability payments for the pay period in which the termination occurs, all accrued Executive may otherwise be entitled. No payments or benefits shall be provided hereunder in connection with the Executive's disability (i) unless and unpaid Base Salary until the Company has first received a signed general release from the Executive (or the Executive's guardian or legal representative) in a form acceptable to the date of termination. In additionCompany releasing the Company and Affiliates and any other parties identified by the Company and Affiliates therein, and (ii) to the extent that the Executive shall be entitled to has breached any benefits to which he is entitled under the terms of any applicable employee benefit plan or program or applicable lawhis post-termination obligations hereunder. B. Except as provided in Section 7(A), upon termination of (b) If the Executive's employment is terminated by the Company without Cause or by if the Executive due terminates his employment as a result of (i) a written notice from the Company that its principal executive offices are being relocated more than 90 miles from their current location or that the Executive's principal place of employment is transferred to Good Reason, an office location more than 90 miles from his then current place of employment (unless in addition to either case the amount set forth effect of such relocation results in Section 6(Athe Executive's principal place of employment being less than forty (40) miles from his principal residence), and (ii) the failure of the Company to offer the Executive a reasonable relocation package to cover direct out-of-pocket losses (if any) on the sale of the Executive's primary residence, and temporary living expenses and moving costs, then the Company shall pay to the Executive, as full and complete liquidated damages hereunder, an amount equal to the Executive's then monthly Annual Direct Salary multiplied by eighteen (18) months, with such amount payable in equal monthly installments; provided that the amount and term of such payments is subject to adjustment upon the Executive's acceptance of an equity compensation package to be obligated determined. The Company shall also maintain in full force and effect, for the continued benefit of the Executive for the period in which the Executive is receiving the foregoing payments, any medical or health-and-accident plan or arrangement of the Company in which the Executive is a participant at the time of such termination of employment; provided that the Executive shall remain responsible for continuing to pay, pay his share of the costs of such coverage; provided further that the Company shall not be under any duty to maintain such coverage if the Executive becomes eligible for coverage under any other employer's insurance and the Executive shall give the Company prompt notice of when such eligibility occurs. No payments or benefits shall be entitled to receive, provided hereunder (i) Base Salary for unless and until the Company has first received a period of three years signed general release from the Executive in a form acceptable to the Company releasing the Company and Affiliates and any other parties identified by the Company and Affiliates therein, and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, extent that the Executive shall continue to be subject to the provisions has breached any of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any his post-termination or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of terminationobligations hereunder.

Payments Upon Termination. A. Upon termination of the Executive's employment hereunder, the Company shall be obligated to pay and the Executive shall be entitled to receive, on the pay date for the pay period in which the termination occurs, all accrued and unpaid Base Salary to the date of termination. In addition, the Executive shall be entitled to any benefits to which he is entitled under the terms of any applicable employee benefit plan or program or applicable law. B. (a) Except as otherwise provided in subsections (b) or (c) of this Section 7(A)8, upon termination of the Executive's ’s employment by the Company Corporation, all compensation due Executive under this Agreement and under each plan or program of the Corporation in which Executive may be participating at the time shall cease to accrue as of the date of such termination (except, in the case of any such plan or program, if and to the extent otherwise provided in the terms of such plan or program), and all such compensation accrued as of the date of such termination but not previously paid shall be paid to Executive at the time such payment otherwise would be due, and in any event no later than the Last Payment Date. Unless otherwise expressly provided in the terms of the bonus plan or program of the Corporation in which the Executive is a participant at the time of his termination, if the termination of Executive’s employment is for any reason other than a termination for Cause in accordance with Section 7(c) above, then a pro rata portion of the “target” full year’s bonus shall be deemed to have accrued for the Executive under such bonus plan or program for the portion of the year ended on the date of the termination, which shall be paid to the Executive within 10 days of the date of termination and no later than the Last Payment Date. (b) If Executive’s employment pursuant to this Agreement is terminated by the Corporation without Cause pursuant to Section 7(d) above, or by if the Executive due Corporation elects at any time not to Good Reasonrenew or extend this Agreement at the expiration of the then current Term, and provided that subsection (c) below does not apply, then, in addition to the amount set forth in payments required by subsection (a) of this Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive7, (i) Base Salary for a period all stock options previously granted but still subject to vesting shall be immediately vested and shall be exercisable until the first to occur of three (y) the expiration date of the applicable option or (z) two (2) years following the date of termination and (ii) continued medical all grants of restricted stock or other rights related to shares of the Corporation’s common stock shall be immediately vested (or the risk of forfeiture, as appropriate, shall terminate) and dental benefits for shall be delivered to Executive at the same time and subject to the same performance conditions as if the Executive had remained employed by the Corporation. The Executive shall also receive, subject to the mitigation provisions of subsection (d) below, in a period single sum payable at the time of three years at termination, and no cost later than the Last Payment Date, a cash severance payment (the “Severance Payment”) from the Corporation. The amount of the Severance Payment shall be equal to the Executive. The Company may cease all payments of ’s then monthly Base Salary and bonus under this Section 6(Bincreased by a factor of twenty percent (20%) to account for the Executive’s loss of benefits, multiplied by the number of months in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment Severance Period as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Appendix A hereof. Executive shall have no further liability or obligation the right to purchase health and dental coverage under or the Company’s group policies then in connection with this Agreement; provided, however, that effect for the Severance Period. The Severance Payment is subject to required withholding. The Executive shall continue not be entitled to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive Severance Payments in any termination or expiration of the Executive's employment hereunder event if he is terminated for any reasonCause as permitted by Section 7(c). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of termination.

Payments Upon Termination. A. Upon termination of Employee’s employment for any reason prior to the Executive's employment hereunderexpiration of the Term, the Company shall be obligated to pay pay, and the Executive Employee shall be entitled to receive, on the pay date for the pay period in which the termination occurs, : 1. all accrued and unpaid Base Salary to the date of termination; 2. In additionany earned, but unpaid, bonuses for the Executive shall be bonus year ending prior to the date of termination; 3. all incurred but unreimbursed business expenses for which Employee is entitled to reimbursement; and 4. any benefits to which he is entitled under the terms of any applicable employee benefit plan or program program, or applicable law. B. Except as provided in Section 7(A), upon Upon termination of the Executive's Employee’s employment by the Company without Cause or by the Executive due pursuant to Good Reason, in addition to the amount set forth in Section 6(A)5.C., the Company shall be obligated to paypay or provide, and the Executive Employee’s estate or beneficiary shall be entitled to receive, : 1. all of the amounts and benefits described in Section 6.A.; and 2. either (a) a lump sum payment equal to 1.5 times the sum of (i) Employee’s Base Salary for a period of three years and Salary, plus (ii) the most recent annual bonus earned by Employee or (b) a lump sum payment equal to 1.5 times Employee’s Base Salary and, solely for purposes of determining Employee’s vesting under any Options, the number of shares that would become vested under such Options during the 12-month period following Employee’s termination date if Employee’s employment had continued medical and dental benefits for a during such period shall become vested on his termination of three years at no cost employment date, whichever of (a) or (b) is elected by Employee in writing to the Executive. The Company may cease all payments within five days of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Companyhis termination date. C. In the event Executive elects of any termination of employment under Section 5, Employee shall be under no obligation to terminate seek other employment, and there shall be no offset against amounts due Employee under this Agreement on account of any remuneration attributable to any subsequent employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminateor self-employment that he may obtain. D. Upon any The Company and Employee have previously or contemporaneously with this Agreement entered into a Severance Agreement which provides certain payments and benefits to Employee upon a qualified termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with a change of control of the Company. Notwithstanding anything in this Agreement; provided, however, that the Executive shall continue to be subject Agreement to the provisions of Sections 8contrary, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions to the extent Employee is entitled to receive any severance payment or benefits under the Severance Agreement any severance payment or benefits to which Employee is otherwise entitled to receive under this Agreement shall survive any termination be reduced or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination offset by the Executive (other than a resignation severance payment or benefit payable under the Severance Agreement in such manner as is appropriate, as determined in good faith by the Executive for Good Reason)Board, or expiration to prevent a duplication of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of terminationsuch payment and benefits.

Payments Upon Termination. A. (a) Upon termination of this Agreement and Executive’s employment hereunder due to Executive’s death or disability pursuant to Section 5(a) hereof, (i) the Executive (or the Executive's employment hereunder, ’s estate or beneficiaries in the Company shall be obligated to pay and case of the Executive death of the Executive) shall be entitled to receive, on the pay date for the pay period in which the termination occurs, all accrued and unpaid receive any Base Salary and other benefits (including any bonus for a calendar year completed before termination) earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination. In addition) and (ii) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no further rights to any other compensation or benefits hereunder, or any other rights hereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company’s plans and arrangements in accordance with their terms). (b) Upon termination of this Agreement and Executive’s employment hereunder (i) by the Company for Cause pursuant to Section 5(b) hereof or by Executive other than for Good Reason pursuant to Section 5(e) hereof, (i) the Company shall pay to Executive an amount equal to Executive’s then Base Salary and other benefits (including any bonus for a calendar year completed before termination) earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination) and (ii) the Executive shall be entitled have no further rights to any other compensation or benefits to which he is entitled under this Agreement on or after the terms termination of any applicable employee benefit plan or program or applicable lawemployment. B. Except as provided in Section 7(A), upon (c) Upon termination of the this Agreement and Executive's ’s employment hereunder (i) by the Company without Cause pursuant to Section 5(c) hereof, (ii) by Executive for Good Reason pursuant to Section 5(d) hereof or (iii) by Executive following a Change in Control of the Executive due Company pursuant to Good ReasonSection 5(f) hereof, in addition to the amount set forth in Section 6(A), (x) the Company shall be obligated pay to pay, and Executive (I) an amount equal to the Executive shall be entitled to receive, (i) Executive’s then Base Salary for a period of (a) three years or (b) through the Termination Date, whichever is greater, and other benefits (including any bonus for a calendar year completed before termination) earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); and (iiII) continued medical and dental benefits for a period an amount equal to 3.0 times (a) the average of the Base Salary amounts paid to Executive over the three calendar years prior to the date of Termination, (b) if less than three years at no cost to have elapsed between the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 date of this Agreement or and the date of termination, the highest Base Salary paid to Executive in any inadvertent breach that continues after notice given calendar year prior to the Executive by date of Termination, or (c) if less than 12 months have elapsed from the Company. As a condition precedent date of this Agreement to the receipt date of termination, the highest Base Salary received in any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company month times 12; and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F(y) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability rights to any other compensation or obligation benefits under this Agreement on or after the termination of employment. (d) Nothing contained in connection this Section 6 shall affect the terms of any employee stock options, stock grants, or other equity-based compensation that may have been issued by the Company to Executive, which in the event of termination of Executive’s employment with this Agreement; provided, however, that the Executive Company shall continue to be subject governed by their own terms and conditions. (e) Unless the payment is required to be delayed pursuant to Code Section 409A (as defined below), the cash amounts payable to the provisions Executive (or the Executive’s estate or beneficiaries in the case of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration the death of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by ) under this Section 6 shall be paid to the Executive (other than a resignation by or the Executive for Good Reason), Executive’s estate or expiration beneficiaries in the case of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion death of the Executive's Base Salary earned or accrued at ) in a single-sum payment within 60 days following the effective date of terminationtermination of this Agreement and Executive’s employment hereunder.

Payments Upon Termination. A. Upon termination of (a) The Company may at any time during the Term terminate the Executive without Cause. In the event the Executive's ’s employment hereunder, the Company shall be obligated to pay and the Executive shall be entitled to receive, on the pay date for the pay period in which the termination occurs, all accrued and unpaid Base Salary to the date of termination. In addition, the Executive shall be entitled to any benefits to which he is entitled under the terms of any applicable employee benefit plan or program or applicable law. B. Except as provided in Section 7(A), upon termination of the Executive's employment terminated by the Company without Cause or by during the Executive due to Good ReasonTerm, in addition to the amount set forth in Section 6(A), then the Company shall be obligated pay (on the same schedule used to pay, and pay Base Salary to the Executive shall be entitled to receive, during the Term) the Executive: (i1) the Base Salary to which the Executive would have been entitled pursuant to Section 3.1 of this Agreement had the Executive remained in the employ of the Company for a period commencing upon the date of three years such termination and (ii) continued medical and dental benefits for a period of three years at no cost to ending on the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive first anniversary of the provisions date of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement(“Termination Coverage Period”); provided, however, that in the event that during the Termination Coverage Period such period Executive receives compensation from a third party employer (“Third Party Employer Compensation”), then Executive shall continue to promptly provide written evidence of such compensation and any payments under this Section 4.5(a) shall be subject to net of such Third Party Employer Compensation, and (2) The Executive’s COBRA Premiums for the provisions of Sections 8Termination Coverage Period, 9or the portion thereof, 10, 11 and 12 hereof that Executive or Executive’s dependents are eligible for such COBRA coverage. (it being understood and agreed that such provisions shall survive any termination or expiration of b) In the event the Executive's ’s employment hereunder for any reason). Upon any Voluntary Termination is terminated (i) by the Executive Company for Cause, or (other than a resignation ii) voluntarily by the Executive for Good Reason)Executive, or expiration of Executive's employment agreement, then the Company shall have no further liability under duty to make any payments or in connection with provide any benefits to the Executive pursuant to this Agreement, except to pay Agreement other than payment of the portion amount of the Executive's ’s Base Salary earned or accrued at through the date of termination of his employment and any other benefits the Executive is then due pursuant to the employment benefit plans of the Company. (d) Upon termination of Executive’s employment for death or due to Total Disability, the Company shall pay to the Executive, guardian, personal representative or estate, as the case may be, in addition to any insurance or disability benefits to which Executive may be entitled hereunder, all amounts accrued or vested prior to such termination. (e) Upon termination of Executive’s employment for death, due to Total Disability or without Cause, the Executive, or the Executive’s guardian, personal representative or estate, as the case may be, shall be entitled to a bonus (consistent with the provisions of Section 3.2 of this Agreement) for the fiscal year in which the date of termination of employment occurs, prorated for the period of employment in such fiscal year; provided, however, that such bonus will be withheld and not deemed earned only in the event that: (i) the Company reasonably determines that Executive had not substantially met, to the extent reasonably obtainable, Executive’s bonus related goals as of the date of termination of employment or (ii) no other similarly situated executive actually receives a bonus for such fiscal year. Any such bonus deemed earned, shall be payable at the time in which other similarly situated Company executives receive their bonus payments. (f) In the event that this Agreement is not renewed either after the initial Term or after a renewal period, then the Company shall have no duty to make any payments or provide any benefits to the Executive pursuant to this Agreement other than payment of the amount of the Executive’s Base Salary accrued through the date of termination of his employment and any other benefits the Executive is then due pursuant to the employment benefit plans of the Company.

Payments Upon Termination. A. Upon termination of (i) In the event that the Executive's employment hereunderterminates for any reason, the Company shall be obligated pay to pay and the Executive shall be entitled to receive, on the pay date for the pay period in which the termination occurs, all amounts accrued and but unpaid Base Salary to hereunder through the date of terminationtermination in respect of Salary and other compensation provided hereunder, accrued but unused vacation and any unreimbursed expenses. In addition, Amounts owed by the Executive Company in respect of the payments under Section 6(f)(i) hereof or reimbursement for expenses under the provisions of Section 5 hereof shall be entitled to any benefits to which he is entitled under the terms paid within five (5) business days of any applicable employee benefit plan or program or applicable lawtermination. B. Except as provided in Section 7(A), upon termination of (ii) In the event the Executive's employment is terminated by the Company without Cause (other than upon expiration of the Employment Term pursuant to Section 2 hereof or a termination under Section 6(b) above), or by the Executive due to with Good Reason, in addition to the amount set forth amounts specified in subsection (i) above, (A) the Executive shall continue to receive the Salary and other compensation provided hereunder (less any applicable withholding or similar taxes) at the rate in effect hereunder on the date of such termination for a period of twelve (12) months (the "Severance Term"), and (B) to the extent permissible under the Company's health plans, during the Severance Term, the Executive shall continue to receive any health benefits provided to him as of the date of such termination. (iii) In the event the Executive's employment is terminated (A) by the Company without Cause (other than upon expiration of the Employment Term pursuant to Section 6(A2 hereof), (B) pursuant to Section 6(b) hereof, or (C) by the Executive with Good Reason, in addition to the amounts specified in subsections (i) and (ii) above, the Company shall be obligated to payreimburse the Executive for all legal fees, costs, and the Executive shall be entitled to receiveexpenses (including without limitation, (ilegal fees and expenses on appeal) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach incurred by the Executive of the provisions of Sections 8, 9 or 10 of in enforcing this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt Agreement. (iv) Payment of any amounts pursuant to this Section 6(f) shall be expressly conditioned upon the Executive's execution of the severance benefits hereunder the Executive hereby agrees to execute a general waiver and release of claims against the Company and its affiliates in form officers, directors, agents, and substance reasonably satisfactory to the Companyaffiliates. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of termination.

Payments Upon Termination. A. Upon termination of the Executive's employment hereunder, the Company shall be obligated to pay and the Executive shall be entitled to receive, on the pay date for the pay period in which the termination occurs, all accrued and unpaid Base Salary and bonus to the date of termination. In addition, the Executive shall be entitled to any benefits to which he is entitled under the terms of any applicable employee benefit plan or program or applicable law. B. Except as provided in Section 7(A), upon termination of the Executive's employment by the Company without Cause or by the Executive due to Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive, (i) Base Salary and bonus for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination voluntary termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary and bonus earned or accrued at the date of termination and to provide any employee benefits earned or accrued at the date of termination.

Payments Upon Termination. A. Upon (a) Except as otherwise provided in subsection (b) of this Section 7, upon termination of Executive’s employment by the Executive's employment hereunderCorporation, all compensation due Executive under this Agreement and under each plan or program of the Company Corporation in which he may be participating at the time shall cease to accrue as of the date of such termination (except, in the case of any such plan or program, if and to the extent otherwise provided in the terms of such plan or program), and all such compensation accrued as of the date of such termination but not previously paid shall be obligated paid to pay and Executive at the time such payment otherwise would be due. Unless otherwise expressly provided in the terms of the bonus plan or program of the Corporation in which the Executive is a participant at the time of his termination, if the termination of Executive’s employment is not for Cause, then a pro rata portion of the “target” full year’s bonus shall be deemed to have accrued for the Executive under such bonus plan or program for the portion of the year ended on the date of the termination, which shall be paid to the Executive at the time bonus payment otherwise would be due. (b) If Executive’s employment pursuant to this Agreement is terminated without Cause pursuant to subsection (d) of Section 6 herein, then, in addition to the payments required by subsection (a) of this Section 7, Executive shall be entitled to the vesting of all options previously granted but still subject to vesting, and shall receive, on the pay date for the pay period in which the termination occurs, all accrued and unpaid Base Salary subject to the date mitigation provisions of termination. In additionSection 11(a) below, the Executive shall be entitled to any benefits to which he is entitled under the terms of any applicable employee benefit plan or program or applicable law. B. Except as provided in Section 7(A), upon termination of the Executive's employment by the Company without Cause or by the Executive due to Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and twelvemonths (iithe “Severance Period”) continued medical and dental benefits for a period cash severance payments (the Severance Payment”) from the Corporation. The amount of three years at no cost the Severance Payment shall be equal to the Executive’s then monthly Base Salary increased by a factor of twenty percent (20%) to account for the Executive’s loss of benefits. Executive shall have the right to purchase health and dental coverage under the Company’s group policies then in effect for the Severance Period. The Company may cease all payments Severance Payment shall be due and payable on the 20th day of Base Salary each month and bonus is subject to required withholding. The Executive shall also be entitled to the benefits under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 Corporation elects at any time not to renew or 10 of extend this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the 1. The Executive shall have no further liability or obligation under or not be entitled to a Severance Payment in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder event if he is terminated for any reason). Upon any Voluntary Termination Cause as permitted by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of terminationSection 6.

Payments Upon Termination. A. Upon termination of the Executive's ’s employment hereunder, the Company shall be obligated to pay and the Executive shall be entitled to receive, on the pay date for the pay period in which the termination occurs, all accrued and unpaid Base Salary to the date of termination. In addition, the Executive shall be entitled to any benefits to which he is entitled under the terms of any applicable employee benefit plan or program or applicable law. B. Except as provided in Section 7(A), upon termination of the Executive's ’s employment by the Company without Cause or by the Executive due to Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's ’s employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's ’s employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's ’s employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's ’s Base Salary earned or accrued at the date of termination.

Payments Upon Termination. A. Upon termination of (a) If the Executive's ’s employment hereundershall be terminated because of death, disability, or for Cause, the Company shall be obligated to pay and the Executive shall be entitled to receive(or his executor, on the pay date for the pay period in which the termination occursadministrator or other personal representative, all accrued and unpaid Base as applicable) his full Annual Direct Salary to through the date of termination. In addition, the Executive shall be entitled to any benefits to which he is entitled under the terms of any applicable employee benefit plan or program or applicable law. B. Except as provided in Section 7(A), upon termination of employment at the Executive's employment by rate in effect at the Company without Cause or by the Executive due to Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, time of termination and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability obligations to the Executive under this Agreement (and the Executive shall not be entitled to payment of any unpaid bonus or incentive award); provided that in the event of a termination by the Company because of disability and other than in the case of employment in any Competitive Business the Company shall pay to the Executive, as full and complete liquidated damages hereunder, an amount equal to the Executive’s then monthly Annual Direct Salary multiplied by six (6) months, with such amount payable in equal monthly installments and provided further that the foregoing amounts shall be reduced by any disability payments for which the Executive may otherwise be entitled. No payments or benefits shall be provided hereunder in connection with this Agreementthe Executive’s disability (i) unless and until the Company has first received a signed general release from the Executive (or the Executive’s guardian or legal representative) in a form acceptable to the Company releasing the Company and Affiliates and any other parties identified by the Company and Affiliates therein, except and (ii) to pay the portion extent that the Executive has breached any of his post-termination obligations hereunder. (b) (i) If the Executive’s employment is terminated by the Company without Cause; or (ii) If the Executive terminates his employment at any time following: (I) a notice from the Company that its principal executive offices are being relocated more than 90 miles from their current location or that the Executive’s principal place of employment is transferred to an office location more than 90 miles from his then current place of employment (unless in either case the effect of such relocation results in the Executive’s principal place of employment being less than forty (40) miles from his principal residence), and (II) the failure of the Company to offer the Executive a reasonable relocation package to cover direct out-of-pocket losses (if any) on the sale of the Executive's Base ’s primary residence, and temporary living expenses and moving costs, then the Company shall pay to the Executive, as full and complete liquidated damages hereunder, an amount equal to the Executive’s then monthly Annual Direct Salary earned multiplied by eighteen (18) months, with such amount payable in equal monthly installments; provided that the amount and term of such payments is subject to adjustment upon the Executive’s acceptance of an equity compensation package to be determined. The Company shall also maintain in full force and effect, for the continued benefit of the Executive for eighteen (18) months, any medical or accrued health-and-accident plan or arrangement of the Company in which the Executive is a participant at the date time of terminationsuch termination of employment; provided that the Executive shall remain responsible for continuing to pay his share of the costs of such coverage; provided further that the Company shall not be under any duty to maintain such coverage if the Executive becomes eligible for coverage under any other employer’s insurance and the Executive shall give the Company prompt notice of when such eligibility occurs. No payments or benefits shall be provided hereunder (i) unless and until the Company has first received a signed general release from the Executive in a form acceptable to the Company releasing the Company and Affiliates and any other parties identified by the Company and Affiliates therein, and (ii) to the extent that the Executive has breached any of his post-termination obligations hereunder.

Payments Upon Termination. A. Upon termination (a) If, during the term of the this Agreement, Executive's ’s employment hereunderis terminated for any reason, the Company shall be obligated to pay and the Executive shall be entitled to receive, on receive the pay date for following compensation: (i) the pay period in which the termination occurs, all accrued and unpaid portion of his then current Annual Base Salary which has accrued through his date of termination; (ii) any vested bonus payments, stock options or restricted stock to which Executive is entitled as of the date of termination. In addition, the Executive shall be entitled termination pursuant to this Agreement or any benefits to plan in which he is entitled under then participating, provided the terms payment thereof is not contingent or conditional on Executive’s continued employment with the Company or the satisfaction of any applicable employee benefit plan other condition which has not been satisfied; and (iii) any payments for unused vacation and reimbursement of expenses, which are due, accrued or program or applicable lawpayable as of the date of Executive’s termination. B. Except as provided in Section 7(A), upon termination of the (b) If Executive's ’s employment is terminated by the Company without Cause or by Cause, but not in connection with a Change in Control (as defined below), then the Executive due Company shall pay to Good ReasonExecutive, in addition to the amount amounts set forth in Section 6(A6.6(a), the following payments provided he (i) signs and complies with a release of claims in a form acceptable to the Company, and (ii) complies with the terms of his Non-Competition Agreement (dated July 20, 2004): his then-current Annual Base Salary for a six (6)-month period, payable in accordance with the Company’s normal payroll procedures and policies. Additionally, Executive will receive continuation of health benefits for six (6) months. (c) If, either 30 days before or within 18 months following a Change in Control (as defined below), the Company terminates Executive’s employment without Cause, or if Executive terminates his employment for Good Reason, then the Company shall be obligated pay to payExecutive, in addition to the amounts set forth in Section 6.6(a), the following amount provided he (i) signs and complies with a release of claims in a form acceptable to the Company, and (ii) complies with the terms of his Non-Competition Agreement (dated July 20, 2004): a lump sum amount equal to 1.5 times the sum of Executive’s Annual Base Salary and prorated targeted annual bonus. Additionally, Executive will receive continuation of health benefits for eighteen (18) months. If Executive receives payment under this Section 6.6(c), then he shall not receive any payments under Section 6.6(b), above. As used herein, Change in Control shall mean: (i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (“Exchange Act”)) becoming the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s then outstanding voting securities; (ii) The approval by stockholders of the Company of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (iii) The approval by the stockholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of at least 50% or more of the Company’s assets determined at their fair market value. (d) If Executive’s employment terminates for (i) Cause, (ii) as a result of death or his becoming permanently disabled (as defined in Section 6.3), or (iii) due to voluntary resignation for any reason other than for Good Reason either 30 days before or within 18 months following a Change in Control, then Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost only to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as compensation set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate6.6(a). D. Upon (e) Notwithstanding anything herein to the contrary, to the extent that the Company in good faith determines that any termination or expiration payment pursuant to this Section 6.6 provides for a “deferral of compensation” under Section 409A of the Executive's employment hereunder Internal Revenue Code, as amended (“Section 409A”), no amounts shall be payable to Executive pursuant to this Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject 6.6 prior to the provisions earlier of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination i) Executive’s death or expiration “disability” (within the meaning of the Executive's employment hereunder for any reasonSection 409A(a)(2)(C). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, (ii) the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at date that is six months following the date of terminationExecutive’s “separation from service” with the Company (within the meaning of Section 409A).

Payments Upon Termination. A. Upon termination of the Executive's employment hereunderhereunder for any reason as so provided for in Section 5 hereof, the Company shall be obligated to pay and the Executive shall be entitled to receive, on the pay date for the pay period in which the termination occurswithin ten (10) days of termination, all accrued and unpaid Base Salary which has accrued for services performed to the date of terminationtermination and which has not yet been paid. In addition, the Executive shall be entitled to any vested benefits to which he is entitled under the terms of any applicable employee Executive benefit plan or program, vested restricted stock plan and stock option plan of the Company, and, to the extent applicable, short-term or long-term disability plan or program with respect to any disability, or any life insurance policies and the benefits provided by such plan, program or policies, or applicable lawlaw as duly adopted from time to time by the Board. B. Except as provided in Section 7(A), upon Upon termination of the Executive's employment by the Company without Cause or by the Executive due to for Good Reason, in addition the Company shall be obligated to pay and the amount set forth Executive shall be entitled to receive: (1) all of the amounts and benefits described in Section 6(A6.A. hereof; and (2) a lump sum payment, within 10 days of termination, equal to three (3) months of the Executive's Base Salary; and (3) continued participation in all Executive welfare benefit programs of the Company for the remainder of the Term or, if longer, until the first anniversary of the Executive's termination of employment, as if there had been no termination of employment. Payments under Section 6.B., with the exception of amounts due pursuant to Section 6.B(1), are conditioned on the execution by the Executive of a release of all employment-related claims; provided, however, that such release shall be contingent upon the Company's satisfaction of all terms and conditions of this Section. C. Upon termination of the Executive's employment upon the death of Executive pursuant to Section 5.A., the Company shall be obligated to pay, and the Executive shall be entitled to receive, : (i1) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 amounts and vested benefits described in Section 6.A.; (2) any death benefit payable under a plan or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive policy provided by the Company. As a condition precedent to ; and (3) continued participation by the receipt of any Executive's dependents in the welfare benefit programs of the severance benefits hereunder Company for the Executive hereby agrees to execute a release remainder of claims against the Company and its affiliates in form and substance reasonably satisfactory to Term or, if longer, until the Company. C. In first anniversary of the event Executive elects to terminate employment Executive's termination of employment, as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminateif there had been no termination of employment. D. Upon any termination or expiration of the Executive's employment hereunder upon the Disability of the Executive pursuant to Section 55.B., the Company shall be obligated to pay, and the Executive shall be entitled to receive: (1) all of the amounts and vested benefits described in Section 6.A.; (2) the Base Salary, at the rate in effect immediately prior to the date of his termination of employment due to Disability, for the remainder of the Term, offset by any payments the Executive receives under the Company's long-term disability plan and any supplements thereto, whether funded or unfunded, which is adopted by the Company for the Executive's benefit and not attributable to the Executive's own contributions; and (3) continued participation by the Executive and his dependents in the welfare benefit programs of the Company for the remainder of the Term or, if longer, until the first anniversary of the Executive's termination of employment, as if there had been no termination of employment. Payments under Section 6.D., with the exception of amounts due pursuant to Section 6.D(1), are conditioned on the execution by the Executive or the Executive's representative of a release of all employment-related claims; provided, however, that such release shall be contingent upon the Company's satisfaction of all terms and conditions of this Section. E. Upon voluntary termination of employment by the Executive for any reason whatsoever (other than for Good Reason as described in Section 6.B.) or termination by the Company for Cause, the Company shall have no further liability or obligation under or in connection with this Agreement; provided, howeverexcept to provide the amounts set forth in Section 6.A. F. Upon voluntary or involuntary termination of employment of the Executive for any reason whatsoever or expiration of the Term, that the Executive shall continue to be subject to the provisions of Sections 8Section 7, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reasonreason whatsoever). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of termination.

Payments Upon Termination. A. Upon termination of the Executive's employment hereunder, 2.1 If (a) the Company terminates the Employee’s employment upon a Change of Control, other than for Cause or upon the Employee’s death, or (b) the Employee voluntarily terminates his employment upon or after a Change of Control, then the Company (A) will pay the Employee his Severance Compensation in twelve (12) equal monthly installments in arrears, as well as his Accrued Incentive Compensation, if any, which shall be obligated to payable together with such monthly installment during the month after his termination in which it is determined that such Accrued Incentive Compensation was earned and is payable pursuant hereto and (B) shall also pay and the Executive shall be entitled to receivehim, on the pay date for the pay period in which the termination occurs, all accrued and unpaid Base Salary to the date of termination. In addition, his Accrued Base Compensation as of the Executive shall be entitled to any benefits to which he is entitled under the terms of any applicable employee benefit plan or program or applicable lawtermination date. B. Except as provided in Section 7(A), upon termination of the Executive's employment by 2.2 If the Company without terminates the Employee’s employment at any time, other than for Cause or by upon the Executive due to Good ReasonEmployee’s death or other than in connection with a Change of Control, in addition to the amount set forth in Section 6(A), then the Company will pay the Employee an amount equal to fifty percent (50%) of his Severance Compensation in six (6) equal monthly installments in arrears and shall be obligated to payalso pay him, and on the Executive shall be entitled to receivedate of termination, his Accrued Base Compensation plus his Accrued Incentive Compensation (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment payable as set forth in Section 5(F2.1 above) then in such event any options not vested as set forth of the termination date. 2.3 The Company’s obligation to make payments pursuant to Sections 2.1 and 2.2 shall cease upon the Employee’s material breach of Employee’s “Employee Agreement,” as defined in Section 3(B) shall terminate. D. Upon any termination 6 below, if such breach causes or expiration of the Executive's employment hereunder pursuant is likely to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject cause material harm to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of terminationCompany.

Payments Upon Termination. A. Upon termination (a) If, during the term of the this Agreement, Executive's ’s employment hereunderis terminated for any reason, the Company shall be obligated to pay and the Executive shall be entitled to receive, on receive the pay date for following compensation: (i) the pay period in which the termination occurs, all accrued and unpaid portion of his then current Annual Base Salary which has accrued through his date of termination; (ii) any vested bonus payments, stock options or restricted stock to which Executive is entitled as of the date of termination. In addition, the Executive shall be entitled termination pursuant to this Agreement or any benefits to plan in which he is entitled under then participating, provided the terms payment thereof is not contingent or conditional on Executive’s continued employment with the Company or the satisfaction of any applicable employee benefit plan other condition which has not been satisfied; and (iii) any payments for unused vacation and reimbursement of expenses, which are due, accrued or program or applicable lawpayable as of the date of Executive’s termination. B. Except as provided in Section 7(A), upon termination of the (b) If Executive's ’s employment is terminated by the Company without Cause or by Cause, but not in connection with a Change in Control (as defined below), then the Executive due Company shall pay to Good ReasonExecutive, in addition to the amount amounts set forth in Section 6(A6.6(a), the following payments provided he signs and complies with a release of claims in a form acceptable to the Company: his then-current Annual Base Salary for a six (6)-month period, payable in accordance with the Company’s normal payroll procedures and policies. Additionally, Executive will receive continuation of health benefits for six (6) months. (c) If, either 30 days before or within 18 months following a Change in Control (as defined below), the Company terminates Executive’s employment without Cause, or if Executive terminates his employment for Good Reason, then the Company shall be obligated pay to payExecutive, in addition to the amounts set forth in Section 6.6(a), the following amount provided he signs and complies with a release of claims in a form acceptable to the Company: a lump sum amount equal to 1.5 times the sum of Executive’s Annual Base Salary. Additionally, Executive will receive continuation of health benefits for eighteen (18) months. If Executive receives payment under this Section 6.6(c), then he shall not receive any payments under Section 6.6(b) above. As used herein, Change in Control shall mean: (i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (“Exchange Act”)) becoming the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s then outstanding voting securities; (ii) The approval by stockholders of the Company of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (iii) The approval by the stockholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of at least 50% or more of the Company’s assets determined at their fair market value. (d) If Executive’s employment terminates for (i) Cause, (ii) as a result of death or his becoming permanently disabled (as defined in Section 6.3), or (iii) due to voluntary resignation for any reason other than for Good Reason either 30 days before or within 18 months following a Change in Control, then Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost only to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as compensation set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate6.6(a). D. Upon (e) Notwithstanding anything herein to the contrary, to the extent that the Company in good faith determines that any termination or expiration payment pursuant to this Section 6.6 provides for a “deferral of compensation” under Section 409A of the Executive's employment hereunder Internal Revenue Code, as amended (“Section 409A”), no amounts shall be payable to Executive pursuant to this Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject 6.6 prior to the provisions earlier of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination i) Executive’s death or expiration “disability” (within the meaning of the Executive's employment hereunder for any reasonSection 409A(a)(2)(C). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, (ii) the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at date that is six months following the date of terminationExecutive’s “separation from service” with the Company (within the meaning of Section 409A).

Payments Upon Termination. A. Upon termination of the Executive's employment hereunder, the Company shall be obligated to pay and the Executive shall be entitled to receive, on the pay date for the pay period in which the termination occurs, all accrued and unpaid Base Salary to the date of termination. In addition, the Executive shall be entitled to any benefits to which he is entitled under the terms of any applicable employee benefit plan or program or applicable law. B. (a) Except as otherwise provided in subsections (b) or (c) of this Section 7(A)8, upon termination of the Executive's ’s employment by the Company Corporation, all compensation due Executive under this Agreement and under each plan or program of the Corporation in which Executive may be participating at the time shall cease to accrue as of the date of such termination (except, in the case of any such plan or program, if and to the extent otherwise provided in the terms of such plan or program), and all such compensation accrued as of the date of such termination but not previously paid shall be paid to Executive at the time such payment otherwise would be due, and in any event no later than the Last Payment Date. Unless otherwise expressly provided in the terms of the bonus plan or program of the Corporation in which the Executive is a participant at the time of his termination, if the termination of Executive’s employment is for any reason other than a termination for Cause in accordance with Section 7(c) above, then a pro rata portion of the “target” full year’s bonus shall be deemed to have accrued for the Executive under such bonus plan or program for the portion of the year ended on the date of the termination, which shall be paid to the Executive within 10 days of the date of termination and no later than the Last Payment Date. (b) If Executive’s employment pursuant to this Agreement is terminated by the Corporation without Cause pursuant to Section 7(d) above, or by if the Corporation elects at any time not to renew or extend this Agreement at the expiration of the then current Term, and provided that subsection (c) below does not apply, then Executive due shall receive, subject to Good Reasonthe mitigation provisions of subsection (d) below, in addition to a single sum payable at the time of termination, and no later than the Last Payment Date, a cash severance payment (the “Severance Payment”) from the Corporation. The amount set forth in Section 6(A), of the Company Severance Payment shall be obligated to pay, and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost equal to the Executive. The Company may cease all payments of ’s then monthly Base Salary and bonus under this Section 6(Bincreased by a factor of twenty percent (20%) to account for the Executive’s loss of benefits, multiplied by the number of months in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment Severance Period as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Appendix A hereof. Executive shall have no further liability or obligation the right to purchase health and dental coverage under or the Company’s group policies then in connection with this Agreement; provided, however, that effect for the Severance Period. The Severance Payment is subject to required withholding. The Executive shall continue not be entitled to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive Severance Payments in any termination or expiration of the Executive's employment hereunder event if he is terminated for any reasonCause as permitted by Section 7(c). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of termination.

Payments Upon Termination. A. Upon termination of 12.8.1 If this Agreement is terminated by the Executive's employment hereunderCompany pursuant to Section 12.1 or by Executive pursuant to Section 12.4, then the Company shall be obligated have no obligation to pay and to Executive the Executive shall be entitled to receive, on the pay date Salary or any other compensation or benefits provided under this Agreement for the pay any period in which the termination occurs, all accrued and unpaid Base Salary to after the date of such termination. In addition, ; including any bonus for the Executive shall be entitled to any benefits to year in which he is entitled under the terms of any applicable employee benefit plan or program or applicable law. B. Except as provided in Section 7(A), upon such termination of the Executive's employment by the Company without Cause or by the Executive due to Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreementoccurs; provided, however, that the Executive Company shall continue pay to be subject to the provisions of Sections 8Executive, 9, 10, 11 and 12 hereof within thirty (it being understood and agreed that such provisions shall survive any termination or expiration 30) days of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by date of such termination, all Salary and other compensation and vested benefits accrued but unpaid as of the Executive (other than a resignation by the Executive for Good Reason)date of such termination. 12.8.2 If this Agreement is terminated pursuant to Section 12.2 or Section 12.3, or expiration of Executive's employment agreement, then the Company shall have no further liability under or in connection with this Agreement, except obligation to pay to Executive the Salary or any other compensation or benefits provided under this Agreement for any period after the date of such termination; provided, however, that the Company shall pay to Executive, within thirty (30) days of the date of such termination, (a) all Salary and other compensation and vested benefits accrued but unpaid as of the date of such termination; and (b) an allocable portion of any incentive compensation that the Executive's Base Company, using its reasonable business discretion, determines would have been earned had Executive remained employed through the end the year in which such termination occurs. 12.8.3 If this Agreement is terminated by the Company pursuant to Section 12.4 or pursuant to Section 12.5, then, in addition to the Salary earned or by Executive prior to the date of such termination, the Company shall (a) pay Executive, within thirty (30) days of the date of such termination, all Salary and other compensation and vested benefits accrued at but unpaid as of the date of termination, and (b) make severance payments in amounts and forms determined in accordance with the Company's severance policy for senior corporate executives then in effect, if any. 12.8.4 If this Agreement is terminated pursuant to Section 12.6, then, in addition to the Salary earned by Executive prior to the date of such termination, the Company shall pay Executive, within thirty (30) days of the date of such termination, (a) all Salary and other compensation and vested benefits accrued but unpaid as of the date of termination, (b) an allocable portion of any incentive compensation that the Company, using its reasonable business discretion, determines would have been earned had Executive remained employed through the end of the year in which such termination occurs, plus two-thirds of one full year, determined pro rata based on target bonus, and (c) a lump-sum severance payment in the amount of two times Executive's annual Salary then in effect, but not less than $600,000. In addition: (d) the Company shall provide continuation of medical benefits, or a cash equivalent, for a period of two years or until Executive obtains new employment, whichever is the shorter period, (e) the Company shall pay for outplacement services for Executive for a period of one year following the date of such termination or until Executive obtains a comparable position, whichever occurs first, and (f) on the date of such termination, all rights of the Company under the Stock Purchase Agreement to repurchase the ownership interests of Executive in the Company at less than Fair Market Value (as such terms is defined in the Stock Purchase Agreement) shall expire and all unvested options to acquire stock of the Company then outstanding and held by Executive shall fully vest. 12.8.5 If this Agreement is terminated pursuant to Section 12.7, then, in addition to the Salary earned by Executive prior to the date of such termination, the Company shall pay Executive, within thirty (30) days after the date of such termination, (a) all Salary and other compensation and vested benefits accrued but unpaid as of the date of termination, (b) an allocable portion of any incentive compensation that the Company, using its reasonable business discretion, determines would have been earned had Executive remained employed through the end of the year in which such termination occurs, plus one-half of one full year, determined pro rata based on target bonus, and (c) a lump-sum severance payment in the amount of $400,000. In addition: (d) the Company shall provide continuation of medical benefits, or a cash equivalent, for a period one year or until Executive obtains new employment, whichever is the shorter period, (e) the Company shall pay for outplacement services for Executive for a period of one year following the date of such termination or until Executive obtains a comparable position, whichever occurs first, and (f) on the date of such termination, all repurchase rights of the Company under the Stock Purchase Agreement to repurchase the ownership interests of Executive in the Company at less than Fair Market Value (as such terms is defined in the Stock Purchase Agreement) shall expire and all unvested options to acquire stock of the Company then outstanding and held by Executive shall fully vest.

Payments Upon Termination. A. Upon (a) Except as otherwise provided in subsection (b) of this Section 7, upon termination of the Executive's employment hereunderby the Corporation, all compensation due Executive under this Agreement and under each plan or program of the Company Corporation in which he may be participating at the time shall cease to accrue as of the date of such termination (except, in the case of any such plan or program, if and to the extent otherwise provided in the terms of such plan or program), and all such compensation accrued as of the date of such termination but not previously paid shall be obligated paid to pay and Executive at the time such payment otherwise would be due. Unless otherwise expressly provided in the terms of the bonus plan or program of the Corporation in which the Executive is a participant at the time of his termination, if the termination of Executive's employment is not for Cause, then a pro rata portion of the "target" full year's bonus shall be deemed to have accrued for the Executive under such bonus plan or program for the portion of the year ended on the date of the termination, which shall be paid to the Executive at the time bonus payment otherwise would be due. (b) If Executive's employment pursuant to this Agreement is terminated without Cause pursuant to subsection (d) of Section 6 herein, then, in addition to the payments required by subsection (a) of this Section 7, Executive shall be entitled to the vesting of all options previously granted but still subject to vesting, and shall receive, on the pay date for the pay period in which the termination occurs, all accrued and unpaid Base Salary subject to the date mitigation provisions of termination. In additionSection 11(a) below, the Executive shall be entitled to any benefits to which he is entitled under the terms of any applicable employee benefit plan or program or applicable law. B. Except as provided in Section 7(A), upon termination of the Executive's employment by the Company without Cause or by the Executive due to Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and twenty-four months (iithe "Severance Period") continued medical and dental benefits for a period cash severance payment (the "Severance Payment") from the Corporation. The amount of three years at no cost the Severance Payment shall be equal to the Executive's then monthly Base Salary increased by a factor of twenty percent (20%) to account for the Executive's loss of benefits. Executive shall have the right to purchase health and dental coverage under the Company's group policies then in effect for the Severance Period. The Company may cease all payments Severance Payment shall be due and payable on the 20th day of Base Salary each month and bonus is subject to required withholding. The Executive shall also be entitled to the benefits under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 Corporation elects at any time not to renew or 10 of extend this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the 1. The Executive shall have no further liability or obligation under or not be entitled to a Severance Payment in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder event if he is terminated for any reason). Upon any Voluntary Termination Cause as permitted by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of terminationSection 6.

Payments Upon Termination. A. Upon termination of (i) In the Executive's employment hereunder, event Advisor’s engagement with the Company shall be obligated to pay and is terminated for any reason, Advisor will receive from the Executive shall be entitled to receive, on the pay date for the pay period in which the termination occurs, all Company (A) any accrued and unpaid Base Salary Advisor Fees, (B) any unreimbursed business expenses, and (C) any unpaid Annual Bonus for the year prior to the year in which such termination occurs (to the extent not already paid), in each case, earned, accrued, or incurred through the termination date, which shall be paid within five days following the date of termination. In additionsuch termination (collectively, the Executive shall be entitled to any benefits to which he is entitled under the terms of any applicable employee benefit plan or program or applicable law“Accrued Obligations”). B. Except as provided in Section 7(A), upon termination of (ii) In the Executive's employment event Advisor’s engagement with the Company is terminated (x) by the Company without for any reason other than for Cause (as defined below) or (y) by the Executive due to Advisor for Good ReasonReason (as defined below), then in each case, in addition to the amount set forth Accrued Obligations, Advisor will receive: (A) in the event (x) such termination occurs during the Initial Term, a one-time cash payment equal to the monthly Advisor Fee, multiplied by the number of calendar months (pro-rated for any partial calendar months) remaining between the date of such termination and the expiration of the Initial Term, or (y) such termination occurs after the expiration of the Initial Term, but during an Additional Term, a payment equal to the monthly Advisor Fee, multiplied by the number of calendar months (pro-rated for any partial calendar months) remaining between the date of such termination and the expiration of such Additional Term, in each case, which shall be paid within five days following date of such termination; and (B) in the event (x) such termination occurs prior to the Additional Xxxxx Xxxxxx, and (y) the Additional Xxxxx Xxxxxx is achieved during the three year period following the date of such termination, the Additional Grant will be granted to Advisor on the date of such Additional Xxxxx Xxxxxx and otherwise in accordance with Section 6(A4(d)(ii) and applicable securities law. (iii) For purposes of this Agreement, “Cause” shall mean a termination by the Company of Advisor’s engagement if (A) any of the following events occur without the Company’s consent, (B) within 90 days after the Company learns of the occurrence of such event, the Company notifies Advisor in writing that such event has occurred describing such event in reasonable detail and demanding cure, (C) such event is not cured within 30 days after the Company so notifies Advisor, and (D) the Company terminates Advisor’s employment within 30 days following such failure to cure: (x) Advisor engaging in fraud, willful misconduct, gross negligence, convicted criminal activity, convicted violation of the United States Foreign Corrupt Practices Act, or material dishonesty against the Company that has caused or is reasonably expected to result in material injury to the Company; or (y) any material breach by Advisor of any of Advisor’s material obligations hereunder. Subject to any cure rights (as described in this Section 5(b)(iii)), the Company shall be obligated to pay, and may terminate Executive’s employment at any time for Cause immediately upon giving notice or at such other time thereafter as the Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Companydesignate. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of termination.

Payments Upon Termination. A. Upon termination of (i) In the event that the Executive's ’s employment hereunderterminates for any reason, the Company shall be obligated pay to pay and the Executive shall be entitled to receive, on the pay date for the pay period in which the termination occurs, all amounts accrued and but unpaid Base Salary to hereunder through the date of terminationtermination in respect of Salary and other compensation provided hereunder, accrued but unused vacation and any unreimbursed expenses. In addition, Amounts owed by the Executive Company in respect of the payments under Section 6(f)(i) hereof or reimbursement for expenses under the provisions of Section 5 hereof shall be entitled to any benefits to which he is entitled under the terms paid within five (5) business days of any applicable employee benefit plan or program or applicable lawtermination. B. Except as provided in Section 7(A), upon termination of (ii) In the event the Executive's ’s employment is terminated by the Company without Cause (other than upon expiration of the Employment Term pursuant to Section 2 hereof or a termination under Section 6(b) above), or by the Executive due to with Good Reason, in addition to the amount set forth amounts specified in subsection (i) above, (A) the Executive shall continue to receive the Salary and other compensation provided hereunder (less any applicable withholding or similar taxes) at the rate in effect hereunder on the date of such termination for a period of twelve (12) months (the “Severance Term”), and (B) to the extent permissible under the Company’s health plans, during the Severance Term, the Executive shall continue to receive any health benefits provided to him as of the date of such termination. (iii) In the event the Executive’s employment is terminated (A) by the Company without Cause (other than upon expiration of the Employment Term pursuant to Section 6(A2 hereof), (B) pursuant to Section 6(b) hereof, or (C) by the Executive with Good Reason, in addition to the amounts specified in subsections (i) and (ii) above, the Company shall be obligated to payreimburse the Executive for all legal fees, costs, and the Executive shall be entitled to receiveexpenses (including without limitation, (ilegal fees and expenses on appeal) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach incurred by the Executive of the provisions of Sections 8, 9 or 10 of in enforcing this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt Agreement. (iv) Payment of any amounts pursuant to this Section 6(f) shall be expressly conditioned upon the Executive’s execution of the severance benefits hereunder the Executive hereby agrees to execute a general waiver and release of claims against the Company and its affiliates in form officers, directors, agents, and substance reasonably satisfactory affiliates, unless the Company does not pay any amounts due to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, and the Executive shall have no further liability or obligation under or successfully enforces this Agreement in connection with this Agreement; providedcourt, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreementin which event, the Company shall have no further liability under make such payments as are required by final court order without requiring the execution of any waiver or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of terminationrelease.

Payments Upon Termination. A. Upon termination of (a) If the Executive's ’s employment hereunderis terminated because of death, disability or for Cause, the Company Bank shall be obligated to pay and the Executive shall be entitled to receive, on the pay date for the pay period in which the termination occurs, all accrued and unpaid Base his full Annual Direct Salary to through the date of termination. In addition, termination at the Executive shall be entitled to any benefits to which he is entitled under rate in effect at the terms time of any applicable employee benefit plan or program or applicable law. B. Except as provided in Section 7(A), upon termination of the Executive's employment by the Company without Cause or by the Executive due to Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive Bank shall have no further liability or obligation to the Executive under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof . (it being understood and agreed that such provisions shall survive any termination or expiration of b) If the Executive's ’s employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation is terminated by the Executive for Good Reason), then the Bank shall pay the Executive his full Annual Direct Salary from the date of termination through the last day of the term then applicable under this Agreement or an amount equal to his then current Annual Direct Salary for a twelve month period, whichever is greater. The Bank shall also maintain in full force and effect, for the continued benefit of the Executive for the full term of this Agreement, all employee benefit plans and programs to which the Executive was entitled prior to the date of termination, if the Executive’s continued participation is possible under the general terms and provisions of such plans and programs except that if the Executive’s participation in any health, medical, life insurance, or expiration of Executive's employment agreementdisability plan or program is barred, the Company Bank shall obtain and pay for, on the Executive’s behalf, individual insurance plans, policies or programs which provide to the Executive health, medical, life and disability insurance coverage which is equivalent to the insurance coverage to which the Executive was entitled prior to the date of termination and the Bank shall have no further liability obligations to the Executive under this Agreement. (c) In the event the Executive serves the full Initial Term of this Agreement or in connection with any subsequent term, and the Bank does not offer to renew this Agreement, except the Executive shall have the right to pay receive the portion of the Executive's Base Salary earned or accrued benefits hereunder applicable to such term, but at the date end of terminationsuch term the Executive shall not be entitled to any severance allowance whatsoever and the Bank shall have no further obligations to the Executive under this Agreement. In the event the Executive is terminated but is thereafter employed in a similar position pursuant to an employment contract with materially similar terms by any successor to the Bank or by the Bank as then controlled, the Executive shall not be entitled to any payments upon termination and the Bank shall have no further obligations to the Executive under this Agreement.

Payments Upon Termination. A. Upon termination of (a) If the Executive's employment hereundershall be terminated for Cause, or this Agreement is not renewed by the Bank and the Corporation, the Company Bank and/or Corporation shall be obligated pay the Executive or his estate his full Annual Direct Salary through the date of termination at the rate in effect at the time of termination minus applicable taxes and withholdings and any other amounts owing to pay the Executive at the date of termination, and the Bank and/or Corporation shall have no further obligations to the Executive under this Agreement. (b) If the Executive's employment is terminated by the Bank and/or Corporation (other than pursuant to Paragraphs 9(a), 9(b) or 9(c) hereof or as a result of nonrenewal of this Agreement), or if the Executive shall be entitled to receiveterminate his employment for Good Reason, on then the Bank and/or Corporation shall pay the Executive his full Annual Direct Salary from the date of termination through the last day of the term of this Agreement, including any extended term by virtue of the provisions of Paragraph 1 hereof. The Bank shall also maintain in full force and effect, for the pay period in continued benefit of the Executive for the remaining term of this Agreement, all employee benefit plans and programs to which the termination occurs, all accrued and unpaid Base Salary Executive was entitled prior to the date of termination, if the Executive's continued participation is permitted under the terms and provisions of such plans and programs. In additionthe event that the Executive's continued participation in any such plan or program is not permitted, in lieu of continued participation, the Executive shall receive an amount equal to the annual contribution made by the Bank on his behalf under any such plans and programs, grossed-up by the amount of income and social security taxes attributable thereto, the amount of such taxes to be entitled to any benefits to which he is entitled under determined by a good faith estimate of the terms of any applicable employee benefit plan or program or applicable lawBank. B. Except as provided in Section 7(A), upon termination of (c) If the Executive's employment shall be terminated by the Company without Cause or by the Executive due to Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive, (i) Base Salary for a period Bank and/or Corporation because of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5disability, the Executive shall have no further liability or obligation under or right to payment other than those payments Executive may receive as set forth in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof Bank's then existing short term and/or long term disability plans. (it being understood and agreed that such provisions shall survive any termination or expiration of d) If the Executive's employment hereunder for any reason). Upon any Voluntary Termination by shall be terminated because of his death, the Bank and/or Corporation shall pay the Executive (or his estate his full Annual Direct Salary through the date of termination at the rate in effect at the time of termination minus applicable taxes and withholdings and any other than a resignation by amounts owing to the Executive for Good Reason)Executive, or expiration of Executive's employment agreement, and the Company Bank and Corporation shall have no further liability obligations to Executive under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of termination.

Payments Upon Termination. A. Upon termination of the Executive's employment hereunderhereunder for any reason as so provided for in Section 5 hereof, the Company shall be obligated to pay and the Executive shall be entitled to receive, on the pay date for the pay period in which the termination occurswithin ten (10) days of termination, all accrued and unpaid Base Salary which has accrued for services performed to the date of terminationtermination and which has not yet been paid. In addition, the Executive shall be entitled to any vested benefits to which he is entitled under the terms of any applicable employee Executive benefit plan or program, vested restricted stock plan and stock option plan of the Company, and, to the extent applicable, short-term or long-term disability plan or program with respect to any disability, or any life insurance policies and the benefits provided by such plan, program or policies, or applicable lawlaw as duly adopted from time to time by the Board. B. Except as provided in Section 7(A), upon Upon termination of the Executive's employment by the Company without Cause or by the Executive due to for Good Reason, in addition the Company shall be obligated to pay and the amount set forth Executive shall be entitled to receive: (1) all of the amounts and benefits described in Section 6(A6.A. hereof; and (2) a lump sum payment, within 10 days of termination, equal to twelve (12) months of the Executive's Base Salary; and (3) continued participation in all Executive welfare benefit programs of the Company for the remainder of the Term or, if longer, until the first anniversary of the Executive's termination of employment, as if there had been no termination of employment. Payments under Section 6.B., with the exception of amounts due pursuant to Section 6.B(1), are conditioned on the execution by the Executive of a release of all employment-related claims; provided, however, that such release shall be contingent upon the Company's satisfaction of all terms and conditions of this Section. C. Upon termination of the Executive's employment upon the death of Executive pursuant to Section 5.A., the Company shall be obligated to pay, and the Executive shall be entitled to receive, : (i1) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 amounts and vested benefits described in Section 6.A.; (2) any death benefit payable under a plan or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive policy provided by the Company. As a condition precedent to ; and (3) continued participation by the receipt of any Executive's dependents in the welfare benefit programs of the severance benefits hereunder Company for the Executive hereby agrees to execute a release remainder of claims against the Company and its affiliates in form and substance reasonably satisfactory to Term or, if longer, until the Company. C. In first anniversary of the event Executive elects to terminate employment Executive's termination of employment, as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminateif there had been no termination of employment. D. Upon any termination or expiration of the Executive's employment hereunder upon the Disability of the Executive pursuant to Section 55.B., the Company shall be obligated to pay, and the Executive shall be entitled to receive: (1) all of the amounts and vested benefits described in Section 6.A.; (2) the Base Salary, at the rate in effect immediately prior to the date of his termination of employment due to Disability, for the remainder of the Term, offset by any payments the Executive receives under the Company's long-term disability plan and any supplements thereto, whether funded or unfunded, which is adopted by the Company for the Executive's benefit and not attributable to the Executive's own contributions; and (3) continued participation by the Executive and his dependents in the welfare benefit programs of the Company for the remainder of the Term or, if longer, until the first anniversary of the Executive's termination of employment, as if there had been no termination of employment. Payments under Section 6.D., with the exception of amounts due pursuant to Section 6.D(1), are conditioned on the execution by the Executive or the Executive's representative of a release of all employment-related claims; provided, however, that such release shall be contingent upon the Company's satisfaction of all terms and conditions of this Section. E. Upon voluntary termination of employment by the Executive for any reason whatsoever (other than for Good Reason as described in Section 6.B.) or termination by the Company for Cause the Company shall have no further liability or obligation under or in connection with this Agreement; provided, howeverexcept to provide the amounts set forth in Section 6.A. F. Upon voluntary or involuntary termination of employment of the Executive for any reason whatsoever or expiration of the Term, that the Executive shall continue to be subject to the provisions of Sections 8Section 7, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reasonreason whatsoever). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of termination.

Payments Upon Termination. A. (a) Upon termination of the Executive's your employment hereunder, the Company shall be obligated to pay and the Executive shall be for any reason you will become entitled to receive, on the pay date for the pay period in which the termination occurs, all (i) any accrued and unpaid Base Salary up to the date of termination. In addition, (ii) any accrued and unpaid vacation pay up to the Executive shall date of termination, and (iii) an amount equal to the bonus that you would have been entitled to receive for the fiscal year in which your termination occurs had you continued to be employed until the end of such fiscal year, multiplied by a fraction (A) the numerator of which is the number of days in such fiscal year through the termination date and (B) the denominator or which is 365 ((i), (ii) and (iii) being collectively referred to as the “Accrued Compensation”). (b) Upon termination of your employment due to death or Permanent Disability you (or your estate, as the case may be) will be entitled to any benefits to which he is entitled under the terms of any applicable employee benefit plan or program or applicable lawreceive your Accrued Compensation. B. Except as provided in Section 7(A), upon (c) Upon a termination of the Executive's your employment by the Company “without Cause cause” or by you “for good reason”, or following the Executive due expiration of the Employment Term if the Company elects not to Good Reasonrenew the Employment Term, in addition to the amount set forth in Accrued Compensation, subject to Section 6(A), the Company shall be obligated to pay, and the Executive shall be 6(e) below you will become entitled to receive, (i) your Base Salary at the rate in effect as of the time of termination of your employment for a period 36 months following the date of three years termination, and (ii) continued medical coverage for 36 months following termination under any health, dental and dental benefits disability program in which you were participating as of the time of termination of your employment, at levels comparable to those in effect as of the time of such termination. (d) You shall not be required to mitigate the amount of any payment provided for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach 6 by seeking other employment or otherwise and no payment shall be offset or reduced by the Executive amount of any compensation or benefits provided to you in any subsequent employment. The Company’s obligation to make the payments provided for in this Section 6 and otherwise perform its obligations hereunder shall not be affected by any circumstances, including, without limitation, set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against you or others. (e) Any payments under Section 6(b) or (c) to which you may become entitled will not commence until the first day of the provisions seventh month following the date your employment with the Company is terminated, and shall continue on the first day of Sections 8each month thereafter (as applicable), 9 or 10 of this Agreement or so as to avoid any inadvertent breach that continues after notice given adverse tax consequences with respect to the Executive by the Company. As a condition precedent to the receipt of any Section 409A of the severance benefits hereunder Internal Revenue Code of 1986, as amended (the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason“Code”), or expiration of Executive's employment agreementany successor statute, regulation and guidance thereto. With respect to the Company shall have no further liability continued monthly payments that may become due to you under or in connection with this AgreementSection 6(c)(i) and (iii), except to pay on the portion first day of the Executive's Base Salary earned or accrued at seventh month following the date termination of terminationyour employment, you shall receive an amount equal to seven monthly payments otherwise due to you under the terms of Section 6(c)(i) and (iii), and thereafter, you shall receive a pro-rata monthly payment on the first day of each month until all payments due under the terms of Section 6(c)(i) and (iii) have been fully paid.

Payments Upon Termination. A. (a) Upon termination of this Agreement and Executive’s employment hereunder due to Executive’s death or disability pursuant to Section 4(a) hereof, (i) the Executive (or the Executive's employment hereunder, ’s estate or beneficiaries in the Company shall be obligated to pay and case of the Executive death of the Executive) shall be entitled to receive, on the pay date for the pay period in which the termination occurs, all accrued and unpaid receive any Base Salary and other benefits (including any bonus for a calendar year completed before termination) earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination. In addition, ) and (ii) the Executive shall be entitled to any benefits to which he is entitled under (or the terms Executive’s estate or beneficiaries in the case of any applicable employee benefit plan or program or applicable law. B. Except as provided in Section 7(A), upon termination the death of the Executive's ) shall have no further rights to any other compensation or benefits hereunder, or any other rights hereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Corporation’s plans and arrangements in accordance with their terms). (b) Upon termination of this Agreement and Executive’s employment hereunder (i) by the Company without Corporation for Cause pursuant to Section 4(b) hereof or by the Executive due other than for Good Reason pursuant to Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive4(e) hereof, (i) the Corporation shall pay to Executive an amount equal to Executive’s then Base Salary and other benefits (including any bonus for a calendar year completed before termination) earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination) and (ii) the Executive shall have no further rights to any other compensation or benefits under this Agreement on or after the termination of employment. (c) Upon termination of this Agreement and Executive’s employment hereunder (i) by the Corporation without Cause pursuant to Section 4(c) hereof, (ii) by Executive for Good Reason pursuant to Section 4(d) hereof or (iii) by Executive following a Change in Control of the Corporation pursuant to Section 4(f) hereof, (x) the Corporation shall pay to Executive (I) an amount equal to the Executive’s then Base Salary for a period of (a) three years or (b) through the Termination Date, whichever is greater, and other benefits (including any bonus for a calendar year completed before termination) earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); and (iiII) continued medical and dental benefits for a period an amount equal to 3.0 times (a) the average of the Base Salary amounts paid to Executive over the three calendar years prior to the date of Termination, (b) if less than three years at no cost to have elapsed between the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 date of this Agreement or and the date of termination, the highest Base Salary paid to Executive in any inadvertent breach that continues after notice given calendar year prior to the Executive by date of Termination, or (c) if less than 12 months have elapsed from the Company. As a condition precedent date of this Agreement to the receipt date of termination, the highest Base Salary received in any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company month times 12; and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F(y) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability rights to any other compensation or obligation benefits under this Agreement on or after the termination of employment. (d) Nothing contained in connection this Section 5 shall affect the terms of any employee stock options, stock grants, or other equity-based compensation that may have been issued by the Corporation to Executive, which in the event of termination of Executive’s employment with this Agreement; provided, however, that the Executive Corporation shall continue to be subject governed by their own terms and conditions. (e) Unless the payment is required to be delayed pursuant to Code Section 409A (as defined below), the cash amounts payable to the provisions Executive (or the Executive’s estate or beneficiaries in the case of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration the death of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by ) under this Section 5 shall be paid to the Executive (other than a resignation by or the Executive for Good Reason), Executive’s estate or expiration beneficiaries in the case of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion death of the Executive's Base Salary earned or accrued at ) in a single-sum payment within 60 days following the effective date of terminationtermination of this Agreement and Executive’s employment hereunder.

Payments Upon Termination. A. Upon termination of (a) In the Executive's event the Employee’s employment hereunderis terminated by the Company pursuant to Section 4.1 or Section 4.3, the Company shall be obligated pay to pay the Employee the compensation and benefits otherwise payable to him under Section 3 through the Executive shall be entitled last day of his actual employment by the Company, including, but not limited to, any bonus awarded prior to receivethe date of termination that is attributable to the period of employment, on the pay date for the pay period in which the termination occurs, all accrued and unpaid Base Salary to even if such bonus is payable after the date of termination. In addition, in the Executive shall be entitled to any benefits to which he event that the Employee’s employment is entitled under the terms of any applicable employee benefit plan or program or applicable law. B. Except as provided in Section 7(A), upon termination of the Executive's employment terminated by the Company without Cause pursuant to Section 4.3, the vesting of any options granted to the Employee by the Parent shall accelerate in full. (b) In the event the Employee’s employment is terminated by the Employee pursuant to Section 4.2 or 4.4 or by the Executive due Company (including by an acquiring or succeeding corporation following a Change in Control) pursuant to Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive4.4, (i) Base Salary the Company shall pay to the Employee an amount equal to the compensation to which the Employee would otherwise have been entitled had the Employee remained employed by the Company for 2 years after such termination (based on the Employee’s salary as in effect on the date of termination), (ii) the Company shall continue to provide to the Employee medical and pension benefits for two years after such termination and any other benefits as the Company is required to do so by the laws of the jurisdiction in which the Employee is employed (to the extent such benefits can be provided to non-employees, or to the extent such benefits cannot be provided to non-employees, then the cash equivalent thereof), and (iii) the vesting of any options granted to the Employee by Parent shall accelerate in full. The payment to the Employee of the amounts payable under this Section 5.2(b) shall (i) be contingent upon the execution by the Employee of a period of three years release in a form reasonably acceptable to the Company and (ii) continued medical and dental benefits for a period constitute the sole remedy of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) Employee in the event of a willful breach by the Executive termination of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to Employee’s employment in the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as circumstances set forth in this Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate5.2(b). D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of termination.

Payments Upon Termination. A. Upon termination In the event that Executive delivers a Notice of the Executive's employment hereunderTermination to Corporation and Bank (as defined in Section 5 of this Agreement), the Company shall be obligated to pay and the requirements of Section 5 hereof are otherwise satisfied, Executive shall be entitled to receive, on receive from the Corporation and/or the Bank and/or the Person the compensation and benefits set forth below:  Corporation and/or Bank shall pay date for the pay period in which the termination occurs, all accrued and unpaid Base Salary to Executive a lump sum amount within thirty (30) days following the date of Executive's termination, which shall be paid in the aggregate amount equal to and no greater than 1.0 times the Executive's Annual Base Salary, minus applicable taxes and withholdings. In addition, for a period of one (1) year from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall be entitled receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to any Executive immediately prior to the Date of Change of Control, to the extent such benefits to which he is entitled remain available under the terms of any applicable employee benefit plan contracts or program or policies. To the extent such benefits are unavailable, Executive shall receive comparable coverage on an individual policy basis, limited to aggregate payments for such coverage not exceeding the applicable law. B. Except as provided in dollar limitation under Section 7(A), upon termination 402(g)(1)(B) of the Executive's employment by the Company without Cause or by the Executive due to Good ReasonInternal Revenue Code of 1986, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receiveas amended, (ithe “Code”) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executiveyear in which Executive terminates employment. The Company may cease all payments of Base Salary and bonus under this Section 6(B) However, in the event the payment described herein, when added to all other amounts or benefits provided to or on behalf of a willful breach by the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Section 4999 of the provisions Code, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such excise tax imposition. Upon written notice to Executive, together with calculations of Sections 8Corporation's independent auditors, 9 Executive shall remit to Corporation the amount of the reduction, plus such interest, as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or 10 any other provision of this Agreement or contract to the contrary, if any inadvertent breach that continues after notice given portion of the amount herein payable to the Executive by the Company. As a condition precedent is determined to be non-deductible pursuant to the receipt of any regulations promulgated under Section 280G of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5Code, the Corporation shall be required only to pay to Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue amount determined to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability deductible under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of termination.Section 280G. 5  

Payments Upon Termination. A. Upon In the event of the termination of the this Agreement and Executive's ’s employment hereunder, Executive (or Executive’s estate or beneficiaries in the Company shall be obligated to pay and case of the Executive death of Executive) shall be entitled to receive, on the pay date for the pay period in which the termination occurs, all accrued and to: (A) receive any unpaid Base Salary and benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination. In addition) in accordance with any applicable Company plan or policy; (B) indemnification in accordance with any applicable indemnification plan, the Executive shall be entitled program, corporate governance document or other arrangement, and any vested rights pursuant to any benefits insurance plan, benefit plan or retirement plan; and, except for termination of Executive by the Company for Cause pursuant to which he is entitled under Section 11(b) hereof, (C) treatment of Executive’s stock option grants in accordance with the terms of any the applicable employee benefit plan and award agreement. Additionally, Executive will receive the amounts and benefits set forth below, so long as Executive (or program Executive’s estate or applicable law. B. Except as provided beneficiaries in Section 7(A), upon termination the case of the death of Executive's employment by the Company without Cause or by the Executive due to Good Reason, ) (x) executes a separation agreement and general release and waiver of all claims in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company (the “Release”) within thirty (30) days following the date of termination and the applicable revocation period with respect to such Release expires without Executive having revoked any portion of the Release, and (y) does not breach any of the terms of Section 13 hereof (Restrictive Covenants) of this Agreement. Subject to the foregoing, any payments to be made in accordance with this Section 12 will commence no later than thirty (30) days following the Company’s receipt of the executed Release from Executive. C. In the event Executive elects to terminate employment as set forth in Section 5(F(a) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the this Agreement and Executive's ’s employment hereunder pursuant to Section 511(a) hereof, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) (i) shall be entitled to a pro rata bonus payment under the Bonus Plan for the year of termination, if applicable, determined by multiplying (I) the bonus payment that Executive would have received under the Bonus Plan for such year had his employment continued by (II) a fraction, the numerator of which is the number of days employed during such year and the denominator of which is 365, and (ii) shall have no further rights to any other compensation or benefits hereunder, or any other rights hereunder. (b) Upon termination of this Agreement and Executive’s employment hereunder by the Company for Cause pursuant to Section 11(b) hereof or by Executive other than for Good Reason pursuant to Section 11(e) hereof, Executive shall have no further liability rights to any other compensation or obligation under benefits hereunder, or in connection with this Agreement; providedany other rights hereunder. In the event that Executive is terminated for Cause pursuant to Section 11(b) hereof, however, that the Executive shall continue to be subject then notwithstanding anything to the provisions contrary contained in the applicable plan and award agreements, Executive’s stock option grants, whether vested or unvested, shall immediately terminate and be null and void. (c) Upon termination of Sections 8, 9, 10, 11 this Agreement and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's ’s employment hereunder for any reason). Upon any Voluntary Termination (x) by the Executive Company without Cause pursuant to Section 11(c) hereof, or (other than a resignation y) by the Executive for Good Reason)Reason pursuant to Section 11(d) hereof, Executive (or expiration Executive’s estate or beneficiaries in the case of the death of Executive following the termination of Executive's ’s employment) (i) shall be entitled to (A) a pro rata bonus for the year of termination, determined by multiplying (I) the bonus that Executive would have received under the Bonus Plan for such year had his employment agreementcontinued by (II) a fraction, the Company numerator of which is the number of days employment during such year and the denominator of which is 365; and (B) continued payment of his Base Salary and the employer’s portion of Executive’s then existing medical benefits for the nine (9) month period following the date of termination, and (ii) shall have no further liability under rights to any other compensation or in connection with this Agreementbenefits hereunder, except to pay the portion of the Executive's Base Salary earned or accrued at the date of terminationany other rights hereunder.

Payments Upon Termination. A. (a) Upon termination of this Agreement and Executive’s employment hereunder due to Executive’s death or disability pursuant to Section 4(a) hereof, (i) the Executive (or the Executive's employment hereunder, ’s estate or beneficiaries in the Company shall be obligated to pay and case of the Executive death of the Executive) shall be entitled to receive, on receive any compensation earned and accrued under this Agreement prior to the pay date of termination (and reimbursement under this Agreement for the pay period in which the termination occurs, all accrued and unpaid Base Salary expenses incurred prior to the date of termination. In addition) and (ii) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no further rights to any other compensation or benefits hereunder, or any other rights hereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company’s plans and arrangements in accordance with their terms). (b) Upon termination of this Agreement and Executive’s employment hereunder by the Company for Cause or by Executive other than for Good Reason, (i) the Company shall pay to Executive an amount equal to Executive’s then Base Salary (if any) and other benefits (including any bonus for a calendar year completed before termination) earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination) and (ii) the Executive shall be entitled have no further rights to any other compensation or benefits to which he is entitled under this Agreement on or after the terms termination of any applicable employee benefit plan or program or applicable lawemployment. B. Except as provided in Section 7(A), upon (c) Upon termination of the this Agreement and Executive's ’s employment hereunder (i) by the Company without Cause or (ii) by the Executive due to for Good Reason, in addition to the amount set forth in Section 6(A), (x) the Company shall be obligated pay to pay, Executive (I) an amount equal to Executive’s then Base Salary (if any) and other benefits (including any bonus for a calendar year completed before termination) earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); and (II) an amount equal to 1.0 times (a) the average of the Base Salary amounts paid to Executive shall be entitled over the three calendar years prior to receivethe date of Termination (if any), (ib) Base Salary for a period of if less than three years and (ii) continued medical and dental benefits for a period of three years at no cost to have elapsed between the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 date of this Agreement or and the date of termination, the highest Base Salary paid to Executive in any inadvertent breach that continues after notice given calendar year prior to the Executive by date of Termination (if any), or (c) if less than 12 months have elapsed from the Company. As a condition precedent date of this Agreement to the receipt date of termination, the highest Base Salary received in any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company month times 12 (if any); and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F(y) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability rights to any other compensation or obligation benefits under this Agreement on or after the termination of employment. (d) Nothing contained in connection this Section 5 shall affect the terms of any employee stock options, stock grants, or other equity-based compensation that may have been issued by the Company to Executive, which in the event of termination of Executive’s employment with this Agreement; provided, however, that the Executive Company shall continue to be subject governed by their own terms and conditions. (e) Unless the payment is required to be delayed pursuant to Code Section 409A (as defined below), the cash amounts payable to the provisions Executive (or the Executive’s estate or beneficiaries in the case of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration the death of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by ) under this Section 6 shall be paid to the Executive (other than a resignation by or the Executive for Good Reason), Executive’s estate or expiration beneficiaries in the case of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion death of the Executive's Base Salary earned or accrued at ) in a single-sum payment within 60 days following the effective date of terminationtermination of this Agreement and Executive’s employment hereunder.

Payments Upon Termination. A. Upon expiration or termination of the Executive's employment hereunderthis Agreement for any reason by either party as described in this Section 4, the Company shall be obligated to pay and the Executive shall be entitled to receive, on the pay date for the pay period in which the termination occurs, all accrued and unpaid receive payment of (a) Base Salary through the Completion Date; (b) any unused vacation and paid time off accrued through the Completion Date; and (c) applicable employee benefits to which Executive is entitled upon the cessation of employment with the Company, in accordance with the terms of the plans or programs of the Company then in effect. In addition to the above, and subject to Executive’s execution of a customary and reasonable release of liabilities in favor of the Company, the following shall apply: 4.4.1 In the event of termination of Executive’s employment by the Company without cause pursuant to Section 4.2.3 or by Executive for Good Reason pursuant to Section 4.3.1, subject to the provisions of Section 4.4.2 below, Executive shall also be entitled to the following in addition to the payments described in Section 4.4 above: (a) an amount equal to 18 months’ salary at Executive’s then-current Base Salary; (b) an amount equal to 1.5 times the average of bonuses paid by the Company to Executive in the three years preceding such termination; and (c) acceleration of vesting of all stock options and equity grants from the Company to Executive, and an extension of time to exercise such stock options such that Executive’s right to exercise such stock options shall continue until the first anniversary of the Completion Date, but in no event later than the Expiration Date of the options, as defined under the stock option agreement covering such options. 4.4.2 Within 90 days prior to or 12 months after a Change of Control, if there is either (A) a termination of this Agreement by the Company without cause pursuant to Section 4.2.3, or (B) a termination of this Agreement by Executive for Good Reason pursuant to Section 4.3.1, then: (a) Equity and stock options granted by the Company to Executive shall, to the extent unvested, immediately vest, and such stock options shall remain exercisable by Executive for no less than 12 months after the date of such termination. . (b) In additionaddition to the provisions of Section 4.4 above, and in lieu of the payments described in Sections 4.4.1(a) and 4.4.1(b) above, Executive shall be entitled to any benefits (a) an amount equal to which he is entitled under 24 months’ salary at Executive’s then-current Base Salary; and (b) an amount equal to twice the terms average of any applicable employee benefit plan or program or applicable law. B. Except as provided in Section 7(A), upon termination of the Executive's employment bonuses paid by the Company without Cause to Executive in the three years preceding such termination. (c) If a termination of this Agreement covered by this Section 4.4.2 is contingent upon a change in ownership or by effective control of Company or a change in the Executive due to Good Reason, in addition to ownership of a substantial portion of the amount set forth in Section 6(A), assets of the Company shall be obligated to pay(within the meaning of Section 280G(b)(2)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder (collectively, a “280G Event”)), then Executive, at his option, may elect to receive the compensation and benefits otherwise payable under Sections 4.4.2(a) and (b), or the Alternative Payment (as defined below) in lieu of the compensation and benefits otherwise payable under Sections 4.4.2(a) and (b). In order to elect the Alternative Payment, Executive shall be entitled must give written notice to receive, Company of such election: (i) Base Salary for a period of three years and within fifteen (15) days after his resignation with good reason; or (ii) continued medical and dental benefits within fifteen (15) days after he is terminated by Company without cause (each, a “Alternative Payment Notice”). For purposes of this Agreement, “Alternative Payment” means a lump sum payment made by Company to Executive in immediately available funds in an amount equal to the product of 2.99 (or, if Code Section 280G(b)(2)(A)(ii) is amended providing for a period of three years at no cost to multiple other than 3, then the multiple as amended, less 0.01) multiplied by Executive. The Company may cease all payments of Base Salary and bonus under this ’s “base amount” (as defined in Code Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement280G(b)(3)); provided, however, that in the case of a 280G Event, the amount of the Alternative Payment shall be reduced by the value of acceleration (as determined under Code Section 280G and the regulations thereunder) of any equity or stock options accelerated hereunder. Payments to Executive upon termination of this Agreement under this Section 4.4.2 shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reasonmitigation as provided in Treasury Regulations Section 1.280G-1 Q&A 42(c)(5). Upon any Voluntary Termination The value (as determined under Code Section 280G and the regulations thereunder) of acceleration of vesting of equity or stock options granted by the Company to Executive (other than a resignation by shall be taken into account to the Executive for Good Reasonminimum extent necessary so as not to violate Treasury Regulations Section 1.280G-1 Q&A 42(c), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of termination.

Payments Upon Termination. A. Upon termination of (a) If the Executive's employment hereundershall be terminated because of death, disability or for Cause, the Company Bank shall be obligated pay the Executive or his fiduciary his full Annual Direct Salary through the date of termination at the rate in effect at the time of termination and the Corporation and Bank shall have no further obligation to the Executive under this Agreement. (b) If the Executive's employment is terminated by the Corporation or Bank (other than pursuant to paragraphs 10(a) or 10(b) or 10(c) hereof), then the Bank shall pay and the Executive his full Annual Direct Salary from the date of termination through the last day of the term of this Agreement or an amount equal to his current Annual Direct Salary, whichever is greater. If the Executive shall be entitled terminate his employment for Good Reason, other than a Change of Control as defined herein, then the Bank shall pay the Executive an amount equal to receivehis Annual Direct Salary. If the Executive shall terminate his employment for Good Reason, on as defined in paragraph 10(d)(iv), constituting a Change of Control, then the Bank shall pay date the Executive his full Annual Direct Salary from the Date of Change of Control as defined in paragraph 14 through the last day of the term of this Agreement or an amount equal to his current Annual Direct Salary, whichever is greater. The Bank shall also maintain in full force and effect, for the pay period in continued benefit of the Executive for an equivalent period, all employee benefit plans and programs to which the termination occurs, all accrued and unpaid Base Salary Executive was entitled prior to the date of termination. In addition, except those under paragraphs 5(b) (but not including accrued vacation days), (c), (d), and (e), if the Executive shall be entitled to any benefits to which he Executive's continued participation is entitled possible under the general terms and provisions of such plans and programs except that if the Executive's participation in any applicable employee benefit health, medical, life insurance, or disability plan or program or applicable law. B. Except as provided in Section 7(A)is barred, upon termination of the Bank shall obtain and pay for, on the Executive's employment by the Company without Cause behalf, individual insurance plans, policies or by the Executive due to Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given programs which provide to the Executive by the Company. As a condition precedent health, medical, life and disability insurance coverage which is substantially equivalent to the receipt of any of the severance benefits hereunder insurance coverage to which the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory was entitled prior to the Company. C. In date of termination and the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive Corporation and Bank shall have no further liability or obligation obligations to the Executive under or in connection with this Agreement; provided, however, that . (c) In the event the Executive shall continue to be subject to serves the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of termination.full term of

Payments Upon Termination. A. Upon termination of 12.7.1 If this Agreement is terminated by the Executive's employment hereunderCompany pursuant to Section 12.1 or by Executive pursuant to Section 12.4, then the Company shall be obligated have no obligation to pay and to Executive the Executive shall be entitled to receive, on the pay date Salary or any other compensation or benefits provided under this Agreement for the pay any period in which the termination occurs, all accrued and unpaid Base Salary to after the date of such termination. In addition, ; including any bonus for the Executive shall be entitled to any benefits to year in which he is entitled under the terms of any applicable employee benefit plan or program or applicable law. B. Except as provided in Section 7(A), upon such termination of the Executive's employment by the Company without Cause or by the Executive due to Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreementoccurs; provided, however, that the Executive Company shall continue pay to be subject to the provisions of Sections 8Executive, 9, 10, 11 and 12 hereof within thirty (it being understood and agreed that such provisions shall survive any termination or expiration 30) days of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by date of such termination, all Salary and other compensation and vested benefits accrued but unpaid as of the Executive (other than a resignation by the Executive for Good Reason)date of such termination. 12.7.2 If this Agreement is terminated pursuant to Section 12.2 or Section 12.3, or expiration of Executive's employment agreement, then the Company shall have no further liability under or in connection with this Agreement, except obligation to pay to Executive the Salary or any other compensation or benefits provided under this Agreement for any period after the date of such termination; provided, however, that the Company shall pay to Executive, within thirty (30) days of the date of such termination, (a) all Salary and other compensation and vested benefits accrued but unpaid as of the date of such termination; and (b) an allocable portion of any incentive compensation that the Executive's Base Company, using its reasonable business discretion, determines would have been earned had Executive remained employed through the end of the year in which such termination occurs. 12.7.3 If this Agreement is terminated by the Company pursuant to Section 12.4 or pursuant to Section 12.5, then, in addition to the Salary earned or by Executive prior to the date of such termination, the Company shall (a) pay Executive, within thirty (30) days of the date of such termination, all Salary and other compensation and vested benefits accrued at but unpaid as of the date of termination, and (b) make severance payments in amounts and forms determined in accordance with the Company's severance policy for senior corporate executives then in effect, if any. 12.7.4 If this Agreement is terminated pursuant to Section 12.6, then, in addition to the Salary earned by Executive prior to the date of such termination, the Company shall pay Executive, within thirty (30) days of the date of such termination, (a) all Salary and other compensation and vested benefits accrued but unpaid as of the date of termination, (b) an allocable portion of any incentive compensation that the Company, using its reasonable business discretion, determines would have been earned had Executive remained employed through the end of the year in which such termination occurs, plus one-third of one full year, determined pro rata based on target bonus, and (c) a lump-sum severance payment in an amount equal to Executive's annual Salary then in effect. In addition: (d) the Company shall provide continuation of medical benefits, or a cash equivalent, for a period of one year or until Executive obtains new employment, whichever is the shorter period, (e) the Company shall pay for outplacement services for Executive for a period of one year following the date of such termination or until Executive obtains a comparable position, whichever occurs first, and (f) on the date of such termination, all rights of the Company under the Stock Purchase Agreement to repurchase ownership interests of Executive in the Company at less than Fair Market Value (as such terms is defined in the Stock Purchase Agreement) shall expire and all unvested options to acquire stock of the Company then outstanding and held by Executive shall fully vest.

Payments Upon Termination. A. Upon (a) If the Executive’s employment shall be terminated because of death, disability or for Cause, the Bank shall pay the Executive or his fiduciary his full Annual Direct Salary through the date of termination at the rate in effect at the time of termination, plus any accrued benefits at the time of termination, and the Corporation and Bank shall have no further obligation to the Executive under this Agreement. (b) If the Executive’s employment is terminated by the Corporation or Bank (other than pursuant to paragraphs 10(a) or 10(b) or 10(c) hereof), then the Bank shall pay the Executive his full Annual Direct Salary (as defined in this Agreement) from the date of termination through the last day of the term of this Agreement or an amount equal to his current Annual Direct Salary, whichever is greater. Such amount will be paid in a lump sum within ten (10) days following the date of termination of the Executive's employment hereunderemployment. In addition, the Company Executive shall be obligated entitled to a continuation of employee benefits, in the manner described in paragraph 11(d)(ii) hereof, for a period of one year following Executive’s termination of employment under this paragraph 11(b). (c) If the Executive terminates his employment for “Good Reason”, other than following a Change in Control, as defined herein, then the Bank shall pay the Executive an amount equal to his Annual Direct Salary. Such amount shall be paid in a lump sum within ten (10) days following the date of termination of employment. In addition, Executive shall be entitled to a continuation of employee benefits, in the manner described in paragraph 11(d)(ii) hereof, for a period of one year following Executive’s termination of employment under this paragraph 11(c). (d) If the Executive terminates his employment for “Good Reason” during the period commencing with the date of any “Change in Control”, as defined herein, and ending on the second anniversary of the date of the Change in Control, then the Executive shall be entitled to receive, on receive the pay date for the pay period in which the termination occurs, all accrued following payments and unpaid Base Salary to the date of termination. In addition, the Executive shall be entitled to any benefits to which he is entitled under the terms of any applicable employee benefit plan or program or applicable law. B. Except as provided in Section 7(A), upon termination of the Executive's employment by the Company without Cause or by the Executive due to Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of termination.benefits:

Payments Upon Termination. A. Upon termination of (a) In the Executive's event the Employee’s employment hereunderis terminated pursuant to Section 4.1, Section 4.2 or by the Employee pursuant to Section 4.5, the Company shall be obligated pay to the Employee the compensation and benefits otherwise payable to him under Section 3 through the last day of his actual employment by the Company. (b) In the event the Employee’s employment is terminated by the Employee pursuant to Section 4.3 or by the Company pursuant to Section 4.5, the Company shall continue to pay to the Employee his salary as in effect on the date of termination and continue to provide to the Executive Employee the other benefits owed to him under Section 3.4 (to the extent such benefits can be provided to non-employees, or to the extent such benefits cannot be provided to non-employees, then the cash equivalent thereof) until the date one year after the date of termination and for the purposes of the vesting of options to purchase common stock granted to the Employee pursuant to Section 3.3, the Employee shall be entitled deemed to receive, on be employed by the pay Company until the date for the pay period in which the termination occurs, all accrued and unpaid Base Salary to three years after the date of termination. In addition, The payment to the Executive shall be entitled to any benefits to which he is entitled under the terms of any applicable employee benefit plan or program or applicable law. B. Except as provided in Section 7(A), upon termination Employee of the Executive's employment by the Company without Cause or by the Executive due to Good Reason, in addition to the amount set forth in amounts payable under this Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive, 5.2(b) (i) Base Salary for shall be contingent upon the execution by the Employee of a period of three years release in a form reasonably acceptable to the Company and (ii) continued medical and dental benefits for a period shall constitute the sole remedy of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) Employee in the event of a willful breach by the Executive termination of the provisions of Sections 8, 9 or 10 of Employee’s employment in the circumstances set forth in this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the CompanySection 5.2(b). C. (c) In the event Executive elects to terminate the Employee’s employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder is terminated pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement4.4, the Company shall have no further liability under or in connection with this Agreement, except continue to pay to the portion Employee (or his estate) his salary as in effect on the date of termination and the amount of the Executive's Base Salary earned annual bonus paid to him for the fiscal year immediately preceding the date of termination (payable in annualized monthly installments) and, if such termination was on account of disability, continue to provide to the Employee the other benefits owed to him under Section 3.4 (to the extent such benefits can be provided to non-employees, or accrued at to the extent such benefits cannot be provided to non-employees, then the cash equivalent thereof) until the date one year after the date of termination and for the purposes of the vesting of options to purchase common stock granted to the Employee pursuant to Section 3.3, the Employee shall be deemed to be employed by the Company until the date one year after the date of termination. The amounts payable to the Employee under this Section 5.2(c) shall be reduced by the aggregate amount of all insurance proceeds paid to the Employee or his beneficiaries pursuant to insurance policies paid for by the Company.

Payments Upon Termination. A. Upon termination of 12.7.1 If this Agreement is terminated by the Executive's employment hereunderCompany pursuant to Section 12.1 or by Executive pursuant to Section 12.4, then the Company shall be obligated have no obligation to pay and to Executive the Executive shall be entitled to receive, on the pay date Salary or any other compensation or benefits provided under this Agreement for the pay any period in which the termination occurs, all accrued and unpaid Base Salary to after the date of such termination. In addition, ; including any bonus for the Executive shall be entitled to any benefits to year in which he is entitled under the terms of any applicable employee benefit plan or program or applicable law. B. Except as provided in Section 7(A), upon such termination of the Executive's employment by the Company without Cause or by the Executive due to Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreementoccurs; provided, however, that the Executive Company shall continue pay to be subject to the provisions of Sections 8Executive, 9, 10, 11 and 12 hereof within thirty (it being understood and agreed that such provisions shall survive any termination or expiration 30) days of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by date of such termination, all Salary and other compensation and vested benefits accrued but unpaid as of the Executive (other than a resignation by the Executive for Good Reason)date of such termination. 12.7.2 If this Agreement is terminated pursuant to Section 12.2 or Section 12.3, or expiration of Executive's employment agreement, then the Company shall have no further liability under or in connection with this Agreement, except obligation to pay to Executive the Salary or any other compensation or benefits provided under this Agreement for any period after the date of such termination; provided, however, that the Company shall pay to Executive, within thirty (30) days of the date of such termination, (a) all Salary and other compensation and vested benefits accrued but unpaid as of the date of such termination; and (b) an allocable portion of any incentive compensation that the Executive's Base Company, using its reasonable business discretion, determines would have been earned had Executive remained employed through the end of the year in which such termination occurs. 12.7.3 If this Agreement is terminated by the Company pursuant to Section 12.4 or pursuant to Section 12.5, then, in addition to the Salary earned or by Executive as of the date of such termination, the Company shall (a) pay Executive, within thirty (30) days of the date of such termination, all Salary and other compensation and vested benefits accrued at but unpaid as of the date of termination, and (b) make severance payments in amounts and forms determined in accordance with the Company's severance policy for senior corporate executives then in effect, if any. 12.7.4 If this Agreement is terminated pursuant to Section 12.6, then, in addition to the Salary earned by Executive prior to the date of such termination, the Company shall pay Executive, within thirty (30) days of the date of such termination, (a) all Salary and other compensation and vested benefits accrued but unpaid as of the date of termination, (b) an allocable portion of any incentive compensation that the Company, using its reasonable business discretion, determines would have been earned had Executive remained employed through the end of the year in which such termination occurs, plus two-thirds of one full year, determined pro rata based on target bonus, and (c) a lump-sum severance payment in the amount of two times Executive's annual Salary then in effect, but not less than $600,000. In addition: (d) the Company shall provide continuation of medical benefits, or a cash equivalent, for a period of two years or until Executive obtains new employment, whichever is the shorter period, (e) the Company shall pay for outplacement services for Executive for a period of one year following the date of such termination or until Executive obtains a comparable position, which ever occurs first, and (f) on the date of such termination, all rights of the Company under the Stock Purchase Agreement to repurchase the ownership interests of Executive in the Company at less than Fair Market Value (as such terms is defined in the Stock Purchase Agreement) shall expire and all unvested options to acquire stock of the Company then outstanding and held by Executive shall fully vest.

Payments Upon Termination. A. Upon In the event of the termination of this Agreement and the Executive's ’s employment hereunder, the Executive shall receive the amounts set forth below so long as the Executive (x) executes a general release of claims containing usual and customary provisions in a form reasonably satisfactory to the Company (the “Release”) and the applicable revocation period with respect to such Release expires without the Executive having revoked the Release, in each case within thirty (30) days following the date of termination, and (y) does not breach any of the restrictive covenants in this Agreement or in any other agreement between Executive and the Company or to which Executive is a party (collectively, “Restrictive Covenants”) or any other ongoing material obligation to which Executive is subject as of the date of termination. Any cash payments to be made in accordance with this Section 12 will be made (or, in the event of continued payments, will commence) on the first payroll date following the end of the 30-day period described in the preceding sentence. (a) Upon termination of this Agreement and Executive’s employment hereunder pursuant to Section 11(a) hereof, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be obligated entitled to pay receive any Base Salary and other benefits (including any bonus for a calendar year completed before termination) earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination) and (ii) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no further rights to any other compensation or benefits hereunder, or any other rights hereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company’s plans and arrangements in accordance with their terms). (b) Upon termination of this Agreement and Executive’s employment hereunder by the Company for Cause pursuant to Section 11(b) hereof or by Executive other than for Good Reason pursuant to Section 11(e) hereof, (i) the Executive shall be entitled to receive, on the pay date for the pay period in which the termination occurs, all accrued and unpaid receive any Base Salary earned prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination. In addition, ) and (ii) the Executive shall have no further rights to any other compensation or benefits under this Agreement on or after the termination of employment. (c) Upon termination of this Agreement and Executive’s employment hereunder by the Company without Cause pursuant to Section 11(c) hereof or by Executive for Good Reason pursuant to Section 11(d) hereof (i) the Executive shall be entitled to (x) an amount equal to Executive’s then Base Salary and other benefits (including any bonus for a calendar year completed before termination) earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); and (y) a lump sum cash payment equal to three (3) times the Base Salary in effect immediately prior to the date of termination; and (ii) the Executive shall have no further rights to any other compensation or benefits to which he is entitled under this Agreement on or after the terms termination of any applicable employee benefit plan or program or applicable lawemployment. B. Except (d) In the event this Agreement is not renewed on substantially the same terms and conditions as provided in Section 7(A)contained herein and a Change of Control has not occurred, upon termination of the Executive's employment by the Company without Cause or by the Executive due to Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, and (i) the Executive shall be entitled to receive, (ix) an amount equal to Executive’s then Base Salary and other benefits (including any bonus for a period calendar year completed before termination) earned and accrued under this Agreement prior to the date of three years termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); and (y) a lump sum cash payment equal to one (1) times the Base Salary in effect immediately prior to the date of termination; and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant subject to Section 512(e) below, the Executive shall have no further liability rights to any other compensation or obligation benefits under this Agreement on or in connection with this Agreement; providedafter the termination of employment, provided however, that if a Change of Control occurs within twelve months following such non-renewal of this Agreement, then Executive shall be entitled to a lump sum cash payment equal to three (3) times the Base Salary in effect immediately prior to the date of termination less any amounts already paid pursuant to Section 12(d)(i)(y) above. (e) Upon termination of this Agreement and Executive’s employment hereunder by the Company without Cause pursuant to Section 11(c) hereof, or by Executive for Good Reason pursuant to Section 11(d) hereof, or if this Agreement is not renewed on substantially the same terms and conditions as contained herein, in either case within twelve months following a Change of Control, (i) the Executive shall continue be entitled to be subject (x) an amount equal to Executive’s then Base Salary and other benefits (including any bonus for a calendar year completed before termination) earned and accrued under this Agreement prior to the provisions date of Sections 8, 9, 10, 11 termination (and 12 hereof reimbursement under this Agreement for expenses incurred prior to the date of termination); and (it being understood y) a lump sum cash payment equal to three (3) times the Base Salary in effect immediately prior to the date of termination; and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by (ii) the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability rights to any other compensation or benefits under this Agreement on or in connection with this Agreement, except to pay after the portion termination of the Executive's Base Salary earned or accrued at the date of terminationemployment.

Payments Upon Termination. A. Upon In the event that Executive delivers a Notice of Termination to Corporation and Bank (as defined in Section 5 of this Agreement), Executive shall, upon entering into a release agreement in favor of Corporation, be entitled to receive the compensation and benefits set forth below: If, at the time of termination of Executive’s employment, a “Change of Control” (as defined in Section 3 of this Agreement) has also occurred, Bank shall pay Executive an amount equal to and no greater than eighteen (18) months of the Executive's employment hereunder’s Agreed Compensation as defined in Section 7, plus any bonus deferred or awarded but not yet paid, minus applicable taxes and withholdings, which shall be payable over an eighteen (18) month period at the same times as salaries are payable to employees of the Bank. In addition, for a period of eighteen (18) months from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, the Company Bank shall be obligated also maintain in full force and effect, for the continued benefit of the Executive, Executive’s health insurance (excluding dental and vision insurance) benefits to pay and which the Executive shall be was entitled to receive, on the pay date for the pay period in which the termination occurs, all accrued and unpaid Base Salary to participate as of the date of termination. In additionIf Corporation, the Executive shall be entitled to any Bank, or their successor cannot provide such benefits to which he is entitled under the terms of any applicable the plan, Bank, Corporation, or their successor shall reimburse Executive in an amount equal to the monthly premium paid by him to obtain substantially similar employee benefit plan or program or applicable law. B. Except as provided in Section 7(A)benefits which he enjoyed prior to termination, upon which reimbursement shall continue until the expiration of eighteen (18) months from the date of termination of employment or until Executive secures substantially similar benefits through other employment, whichever shall first occur, subject to Code Section 409A if applicable. In the Executive's employment by event the Company without Cause payment described herein, when added to all other amounts or by benefits provided to or on behalf of the Executive due to Good Reasonin connection with his termination of employment, would result in addition the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such excise tax imposition. Upon written notice to Executive, together with calculations of Corporation’s independent auditors, Executive shall remit to Corporation the amount set forth in of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 6(A)280G of the Code, the Company then Corporation shall be obligated required only to paypay to Executive the amount determined to be deductible under Section 280G. Notwithstanding any other provision, and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of that Executive is determined to be a willful breach by the Executive key employee as that term is defined in Section 409A of the provisions of Sections 8Code, 9 or 10 of this Agreement or any inadvertent breach no payment that continues after notice given is determined to the Executive by the Company. As a condition precedent be deferred compensation subject to the receipt of any Section 409A of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) Code shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at made until one day following six months from the date of terminationseparation of service as that term is defined in Section 409A of the Code.

Payments Upon Termination. A. Upon termination of the Executive's employment hereunder, the Company shall be obligated to pay and the Executive shall be entitled to receive, on the pay date for the pay period in which the termination occurs, all accrued and unpaid Base Salary (a) Notwithstanding anything to the date of termination. In addition, the Executive shall be entitled to any benefits to which he is entitled under the terms of any applicable employee benefit plan or program or applicable law. B. Except as provided in Section 7(A), upon termination of the Executive's employment by the Company without Cause or by the Executive due to Good Reason, in addition to the amount contrary set forth in this Agreement or the Employment Agreement, in the event that the Employee's employment terminates on or before January 6, 2003 for any reason specified in Section 6(A2(b), the Company shall be obligated to pay, and the Executive shall be entitled to receive, (i) pay the Employee an amount equal to $440,000, less any amounts paid to the Employee pursuant to Section 1 above, and (ii) cause Immersion Medical to pay to the Employee, in lieu of any severance previously payable under the Employment Agreement, a severance payment equal to (A) an amount equal to the Employee's Base Salary as then in effect under the Employment Agreement for a period of three years 12 months plus (B) the portion, if any, of the Employee's Base Salary as then in effect for the balance of the then existing term of the Employment Agreement (as described in paragraph B of the Background section of this Agreement), plus (C) any unpaid expense reimbursements. The obligations of the Company and Immersion Medical under this Section 2(a) shall survive the termination of the Employment Agreement until these obligations are performed and discharged in full. (b) The payments specified in Section 2(a) shall be payable in full immediately upon the termination of the Employee's employment for any of the following reasons: (i) the Employee's death, (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) Employee's Total Disability, as defined in the event of a willful breach by Employment Agreement, (iii) the Executive discharge of the provisions Employee by Immersion Medical for any reason, (iv) the failure of Sections 8Immersion Medical to renew the Employment Agreement upon the expiration of any term, 9 or 10 (v) the resignation of the Employee for Good Reason (as defined in Section 2(c)). Upon any such termination of the Employee's employment, the Employment Agreement shall terminate, and neither party shall have any further obligations thereunder except with respect to those obligations that expressly survive the termination of the Employment Agreement. (c) For purposes of this Agreement or any inadvertent breach that continues after notice given to Agreement, "Good Reason" shall mean the Executive by occurrence, without the Company. As a condition precedent to the receipt Employee's express written consent, of any of the severance benefits hereunder following: (i) any material diminution of the Executive hereby agrees Employee's positions, duties or responsibilities or the assignment to execute the Employee of duties or responsibilities that are inconsistent with the Employee's position as president of Immersion Medical; (ii) removal of the Employee from, or the nonreelection of the Employee to, the officer positions currently held by him; (iii) relocation of the Employee's place of employment to a release of claims against location more than 25 miles from its current location; (iv) failure by the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of termination.Immersion Medical

Payments Upon Termination. A. Upon termination (a) If this Agreement is terminated by the Company pursuant to Section 4(a) of this Agreement or is terminated by the Executive's employment hereunderEmployee pursuant to Section 4(c) of this Agreement, the Company shall Employee will be obligated to pay and the Executive shall be entitled to receive, on the pay date for the pay period in which the termination occurs, all accrued and unpaid paid (i) his Base Salary to through the date of termination. In addition, (ii) any benefits payable to the Employee pursuant to the terms and conditions of any benefit plan in which the Employee participated during the term of his employment, the Executive shall be entitled to any benefits right to which he is entitled had vested on the date of his termination under the terms and conditions of such plans, and (iii) any unpaid expense reimbursement. (b) If this Agreement is terminated pursuant to Section 4(b) of this Agreement, the Employee will be paid (i) his Base Salary through the end of the month following his death or termination as a result of Total Disability, (ii) any bonus, determined in accordance with Section 5(b) of this Agreement, to which the Employee would have been entitled for the fiscal year in which his death or termination for Total Disability occurred, pro rated to the end of the month following his death or termination for Total Disability, (iii) any benefits payable to the Employee pursuant to the terms and conditions of any applicable employee benefit plan in which the Employee participated during the term of his employment, the right to which had vested on the date of his death or program or applicable lawtermination under the terms and conditions of such plans, and (iv) any unpaid expense reimbursement. B. Except as provided in Section 7(A), upon termination of the Executive's employment (c) If this Agreement is terminated by the Company without Cause or pursuant to Section 4(c) of this Agreement or, following a Change in Control, is terminated by the Executive due Employee pursuant to Section 4(c) of this Agreement for Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive, Employee (i) will continue to be paid his then current Base Salary for a period of three years Salary, at the same times and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by same manner as prior to his termination, for the Executive remainder of the provisions then current term of this Agreement and for one year thereafter, provided that such payments will continue only so long as the Employee continues to comply with all of the terms and conditions of Sections 8, 9 or and 10 of this Agreement or Agreement, (ii) will be paid any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt bonus, determined in accordance with Section 5(b) of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay which the portion Employee would have been entitled for the entire fiscal year in which he was terminated had his employment with the Company not been terminated; (iii) will be paid any benefits payable to the Employee pursuant to the terms and conditions of any benefit plan in which the Executive's Base Salary earned or accrued at Employee participated during the term of his employment, the right to which had vested on the date of terminationhis termination under the terms and conditions of such plans, and (iv) will be paid any unpaid expense reimbursement. (d) For purposes of this Section 7, "Good Reason" will mean the good faith determination by the Employee, in his sole judgment, that any one or more of the following events has occurred, without the Employee's written consent, following a Change in Control:

Payments Upon Termination. A. Upon termination of (a) If the Executive's ’s employment hereundershall be terminated because of death, disability, or for Cause, the Company shall be obligated to pay and the Executive shall be entitled to receive(or his executor, on the pay date for the pay period in which the termination occursadministrator or other personal representative, all accrued and unpaid Base as applicable) his full Annual Direct Salary to through the date of termination. In addition, the Executive shall be entitled to any benefits to which he is entitled under the terms of any applicable employee benefit plan or program or applicable law. B. Except as provided in Section 7(A), upon termination of employment at the Executive's employment by rate in effect at the Company without Cause or by the Executive due to Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, time of termination and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability obligations to the Executive under this Agreement (and the Executive shall not be entitled to payment of any unpaid bonus or incentive award); provided that in the event of a termination by the Company because of disability and other than in the case of employment in any Competitive Business the Company shall pay to the Executive, as full and complete liquidated damages hereunder, an amount equal to the Executive’s then monthly Annual Direct Salary multiplied by six (6) months, with such amount payable in equal monthly installments and provided further that the foregoing amounts shall be reduced by any disability payments for which the Executive may otherwise be entitled. No payments or benefits shall be provided hereunder in connection with this Agreementthe Executive’s disability (i) unless and until the Company has first received a signed general release from the Executive (or the Executive’s guardian or legal representative) in a form acceptable to the Company releasing the Company and Affiliates and any other parties identified by the Company and Affiliates therein, except and (ii) to pay the portion extent that the Executive has breached any of his post-termination obligations hereunder. (i) If the Executive’s employment is terminated by the Company without Cause; or (ii) If the Executive terminates his employment at any time following: (I) a notice from the Company that its principal executive offices are being relocated more than 90 miles from their current location or that the Executive’s principal place of employment is transferred to an office location more than 90 miles from his then current place of employment (unless in either case the effect of such relocation results in the Executive’s principal place of employment being less than forty (40) miles from his principal residence), and (II) the failure of the Company to offer the Executive a reasonable relocation package to cover direct out-of-pocket losses (if any) on the sale of the Executive's Base ’s primary residence, and temporary living expenses and moving costs, then the Company shall pay to the Executive, as full and complete liquidated damages hereunder, an amount equal to the Executive’s then monthly Annual Direct Salary earned multiplied by eighteen (18) months, with such amount payable in equal monthly installments; provided that the amount and term of such payments is subject to adjustment upon the Executive’s acceptance of an equity compensation package to be determined. The Company shall also maintain in full force and effect, for the continued benefit of the Executive for eighteen (18) months, any medical or accrued health-and-accident plan or arrangement of the Company in which the Executive is a participant at the date time of terminationsuch termination of employment; provided that the Executive shall remain responsible for continuing to pay his share of the costs of such coverage; provided further that the Company shall not be under any duty to maintain such coverage if the Executive becomes eligible for coverage under any other employer’s insurance and the Executive shall give the Company prompt notice of when such eligibility occurs. No payments or benefits shall be provided hereunder (i) unless and until the Company has first received a signed general release from the Executive in a form acceptable to the Company releasing the Company and its Affiliates and any other parties identified by the Company and its Affiliates therein, and (ii) to the extent that the Executive has breached any of his post-termination obligations hereunder.

Payments Upon Termination. A. Upon termination (a) If the Corporation shall terminate the employment of the Executive's Executive under this Agreement pursuant to Section 9(a) hereof, or if the employment hereunderof the Executive hereunder shall be terminated by the executive other than in accordance with Section 2 or Section 9(d), then, in any such event, the Company Corporation shall be obligated have no obligation to pay and to the Executive shall be entitled to receive, on the pay date base salary or any other compensation or benefits provided under this Agreement for the pay any period in which the termination occurs, all accrued and unpaid Base Salary to after the date of such termination. In addition, or to pay any Bonus for the Executive shall be entitled to any benefits to year in which he is entitled under the terms of any applicable employee benefit plan or program or applicable law. B. Except as provided in Section 7(A), upon such termination of the Executive's employment by the Company without Cause or by the Executive due to Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreementoccurs; provided, however, that the Corporation shall pay all Salary earned by the Executive prior to the date of such termination and the reimbursement of all expenses incurred by the Executive prior to the date of such termination in accordance with Section 7 hereof. Upon termination pursuant to Section 9(a) or by the Executive other than in accordance with Section 2 or Section 9(d), all options granted to the Executive pursuant to Section 5 shall immediately be canceled and no further options shall vest. (b) If the employment of the Executive hereunder shall terminate pursuant to subsections 9(b) or (c) hereof, if the employment of the Executive shall continue be terminated by the Corporation in accordance with Section 2 hereof, or if the Executive shall be terminated by the Corporation other than in accordance with the provisions of this Agreement, the Corporation shall pay to be the Executive or the Executive's Estate, as the case may be, the Salary and target Bonus for the fiscal year in which the termination occurs, prorated for the number of weeks during which the Executive was employed by the Corporation during such fiscal year. (c) In the event that the Corporation terminates the employment of the Executive by delivering notice in accordance with Section 2, or for any reason other than those set forth in Section 9, the Executive shall receive as severance an amount equal to number of months/days of the notice period, (e.g., nine months Salary); provided, however, that in the event that the Executive is subject to the provisions covenants and agreements set forth in Section 11, the amount of Sections 8the severance payable to the Executive shall be equal to the number of months/days during which the Executive remains subject to the covenants and agreements set forth in Section 11. Such severance pay shall be paid in equal monthly installments, 9commencing the month following such termination, 10and shall be payable in accordance with the Corporation's customary payroll practices for Executive officers. (d) In the event that the employment of the Executive is terminated due to a Total Disability or the death of the Executive in accordance with Section 9(b) or 9(c) hereof, 11 and 12 hereof (it being understood and agreed that then the Executive or his designated beneficiary, as the case may be, shall receive such provisions shall survive any termination amounts as are provided for in the disability policy or expiration life insurance policy provided by the Corporation for the benefit of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of termination.

Payments Upon Termination. A. Upon termination of (a) If the Executive's employment hereundershall be terminated because of death, disability, for Cause, or by the Executive for other than Good Reason, the Company Corporation shall be obligated pay the Executive or his fiduciary his full Annual Direct Salary through the date of termination at the rate in effect at the time of termination and the Corporation and Bank shall have no further obligation to pay and the Executive under this Agreement. In the event of death or disability termination, the Executive shall be entitled receive Annual Direct Salary through the end of the month of such termination. (b) If the Executive's employment is terminated by the Corporation (other than pursuant to receiveparagraphs 10(a) or 10(b) or 10(c) hereof), then the Corporation shall pay the Executive an amount equal to of his Annual Direct Salary on the pay date for the pay period in which the termination occurs, all accrued and unpaid Base Salary to the date of termination. In addition, If the Executive shall be entitled to any benefits to which he is entitled under the terms of any applicable employee benefit plan or program or applicable law. B. Except as provided in Section 7(A), upon termination of the Executive's terminate his employment by the Company without Cause or by the Executive due to for Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by Change of Control as defined herein, then the Corporation shall pay the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except an amount equal to pay the portion of the Executive's Base his Annual Direct Salary earned or accrued at the date of termination. If, within six (6) months following a Change of Control, the Executive shall terminate his employment for Good Reason, as defined in paragraph 10(d), then the Corporation or any successor thereof shall pay the Executive his Annual Direct Salary from the Date of termination and continuing through the last day of the term of this Agreement (in no event shall this payment be more than two (2) years' annual direct salary and also in no event shall this payment be less than one (1) year annual direct salary). The Corporation and Bank shall thereafter have no further obligation to the Executive under this Agreement. (c) In the event the Corporation does not offer to renew this Agreement, the Executive shall not be entitled to any severance allowance whatsoever and the Corporation and Bank shall have no further obligations to the Executive under this Agreement. (d) All payments under this paragraph 11 shall, unless otherwise agreed upon between the parties, be made at regular payroll policy intervals as if the Executive remained an employee.

Payments Upon Termination. A. Upon In the event of the termination of this Agreement and the Executive's ’s employment hereunder, the Executive shall receive the amounts and benefits set forth below so long as the Executive (x) executes a general release of claims in a form reasonably satisfactory to the Company shall be obligated to pay (the “Release”) and the applicable revocation period with respect to such Release expires without the Executive having revoked the Release, in each case within thirty (30) days following the date of termination, expiration or non-renewal, and (y) does not breach any of the restrictive covenants in this Agreement (collectively, “Restrictive Covenants”). Subject to the foregoing, any payments to be made in accordance with this Section 12 will be made (or, in the event of continued payments, will commence) on the first payroll date following the end of the 30-day period described in the preceding sentence. The Company agrees that the Release shall not impose restrictive covenants that are broader and/or of longer duration than the Restricted Covenants. (a) Upon termination of this Agreement and Executive’s employment hereunder pursuant to Section 11(a) hereof, the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) (i) shall be entitled to receive, on the pay date for the pay period in which the termination occurs, all accrued and (A) receive any unpaid Base Salary Salary, the sign-on bonus and other benefits (including any bonus for a calendar year completed before termination) earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination. In addition), (B) a pro rata bonus for the year of termination, determined by multiplying (I) the Performance Bonus that the Executive would have received under the Bonus Plan for such year had his employment continued by (II) a fraction, the numerator of which is the number of days employed during such year and the denominator of which is 365, (C) indemnification in accordance with any applicable indemnification plan, program, corporate governance document or other arrangement, and any vested rights pursuant to any insurance plan, benefit plan or retirement plan, and (D) treatment of the Option or other option grants in accordance with the terms of the applicable plan and award agreement, provided that the portion of the Option and options that was exercisable as of the Effective Date, and the portion of the Option that would have become exercisable on the next anniversary of the Effective Date following the date of termination, shall become and remain exercisable for a period of 12 months following the date of termination, and (ii) shall have no further rights to any other compensation or benefits hereunder, or any other rights hereunder. (b) Upon termination of this Agreement and Executive’s employment hereunder by the Company for Cause pursuant to Section 11(b) hereof or by Executive other than for Good Reason pursuant to Section 11(e) hereof, the Executive (i) shall be entitled to (A) receive any unpaid Base Salary earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination), and (B) indemnification in accordance with any applicable indemnification plan, program, corporate governance document or other arrangement, and any vested rights pursuant to any insurance plan, benefit plan or retirement plan, and (C) in the case of the termination of the Executive’s employment by the Executive other than for Good Reason pursuant to Section 11(e) hereof, treatment of the Option or other option grants in accordance with the terms of the applicable plan and award agreement, provided that the portion of the Option that was exercisable as of the date of termination shall remain exercisable for a period of 3 months following the date of termination, and (ii) shall have no further rights to any other compensation or benefits hereunder, or any other rights hereunder. (c) Upon termination of this Agreement by reason of the Executive’s non-renewal of the Term pursuant to Section 3 hereof, the provisions of Section 12(b) shall apply (including subsection 12(b)(i)(C)) and, so long as the Executive remains employed through the payment date therefor (unless the Executive is terminated by the Company prior to such payment date without Cause (as defined in this Agreement, notwithstanding the non-renewal of this Agreement)), the Executive shall also be entitled eligible to receive a Performance Bonus calculated and determined in accordance with the Bonus Plan for the final year of the Term (and, for the avoidance of doubt, this provision shall remain in effect through such payment date, notwithstanding any benefits to which he is entitled under the terms of any applicable employee benefit plan or program or applicable lawsuch non-renewal). B. Except as provided in Section 7(A), upon (d) Upon termination of the this Agreement and Executive's ’s employment hereunder (x) by the Company without Cause or by the Executive due to Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 511(c) hereof, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration y) by reason of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by Company’s non-renewal of the Executive Term pursuant to Section 3 hereof, or (other than a resignation z) by the Executive for Good ReasonReason pursuant to Section 11(d) hereof, the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive following the termination of Executive’s employment) (i) shall be entitled to (A) receive any unpaid Base Salary, sign-on bonus, and other benefits (including any bonus for a calendar year completed before termination) earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination), (B) a pro rata bonus for the year of termination, determined by multiplying (I) the Performance Bonus that the Executive would have received under the Bonus Plan for such year had his employment continued by (II) a fraction, the numerator of which is the number of days employed during such year and the denominator of which is 365, (C) indemnification in accordance with any applicable indemnification plan, program, corporate governance document or other arrangement, and any vested rights pursuant to any insurance plan, benefit plan or retirement plan, (D) continued payment of his Base Salary and monthly payments of one-twelfth (1/12th) of the Target Bonus, in each case for the 12-month period following the date of termination, (E) reimbursement of the cost to the Executive of his COBRA premiums for the 12-month period following the date of termination, expiration or non-renewal, and (F) treatment of Executive's employment the Option or other option grants in accordance with the terms of the applicable plan and award agreement, provided that the Company portion of the Option that was exercisable as of the Effective Date, and the portion of the Option that would have become exercisable on the next anniversary of the Effective Date following the date of termination, expiration or non-renewal, shall become and remain exercisable for a period of 12 months following the date of termination, and (ii) shall have no further liability under rights to any other compensation or benefits hereunder, or any other rights hereunder. (e) Upon termination of this Agreement and Executive’s employment hereunder by the Company without Cause pursuant to Section 11(c) hereof or by Executive for Good Reason pursuant to Section 11(d) hereof, in connection with this Agreementeither case within three months prior to and 12 months following a Change of Control, the provisions of Section 12(d) shall apply, except that subsections 12(d)(i)(D) and (F) shall be deleted and replaced with the following: (D) receive a lump sum cash payment equal to pay two times the portion sum of Executive’s Base Salary and Target Bonus in effect immediately prior to any such termination, and (F) exercise 100% of the Executive's Base Salary earned or accrued at Option and any other option granted to the Executive that was outstanding immediately prior to the Change of Control, and such Option and options shall remain exercisable for a period of 3 months following the date of termination. (f) Executive shall be under no obligation to seek other employment and there shall be no offset against amounts due under this Agreement on account of amounts earned by Executive from any subsequent employment.

Payments Upon Termination. A. Upon (a) Except as otherwise provided in subsection (b) of this Section 7, upon termination of Executive’s employment by the Executive's employment hereunderCorporation, all compensation due Executive under this Agreement and under each plan or program of the Company shall be obligated to pay and the Executive shall be entitled to receive, on the pay date for the pay period Corporation in which he may be participating at the termination occurs, all accrued and unpaid Base Salary time shall cease to accrue as of the date of termination. In additionsuch termination (except, in the Executive shall be entitled case of any such plan or program, if and to any benefits to which he is entitled under the extent otherwise provided in the terms of any applicable employee benefit such plan or program or by applicable law. B. Except as provided in Section 7(A), upon and all such compensation accrued as of the date of such termination but not previously paid shall be paid to Executive at the time such payment otherwise would be due. If the termination of the Executive's ’s employment is by the Company without Cause Corporation not for Cause, or by the Executive due to Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration Executive shall be entitled to a payment equal to the greater of (i) Executive's employment agreement’s actual bonus for the preceding year, the Company shall have no further liability under or in connection with this Agreement, except to pay pro rata based on the portion of the Executive's Base Salary year ended on the date of the termination, or (ii) the amount which would have been earned or accrued at by Executive under his then current Bonus Plan, pro rata based on the portion of the year ended on the date of termination, and computed based on actual results for such year. Any such payment shall be paid to the Executive at the time the Bonus would otherwise be due. (b) if Executive’s employment pursuant to this Agreement is terminated pursuant to subsection (d) of Section 6 herein, the Corporation elects at any time not to renew or extend this Agreement pursuant to Section 1 or Executive terminates this Agreement for Good Reason, then, in addition to the payments required by subsection (a) of this Section 7, Executive shall be entitled to and shall receive: (i) Severance Payment. Executive shall receive a lump sum cash payment (the “Severance Payment”) from the Corporation. The amount of the Severance Payment shall be an amount equal to the sum of Executive’s annual Base Salary and Bonus, multiplied by the Applicable Multiplier (as hereinafter defined). For purposes of this Section 7(b), (A) Executive’s Base Salary shall be the higher of Executive’s annual Base Salary in effect immediately prior to such termination or Executive’s annual Base Salary determined pursuant to Section 4(a), and (B) Executive’s Bonus shall be an amount equal to the greater of (1) Executive’s bonus for the preceding year or (2) an amount (i) for years 2002, 2003 and 2004, determined assuming that 87.5% of the target for such Bonus has been met, and (ii) for year 2005 and subsequent years, determined using a formula that results in a Bonus that is equal to the same percentage of annual Base Salary as the percentage of annual Base Salary determined pursuant to Section 7(b)(i)(B)(2)(i) for year 2004. The Severance Payment shall be due and payable within 14 days after the date of termination of employment and is subject to required withholding.

Payments Upon Termination. A. Upon termination (a) If the Corporation shall terminate the employment of the Executive's Employee under this Agreement pursuant to Section 9(a) hereof, or if the employment hereunderof the Employee hereunder shall be terminated by the Employee other than in accordance with Section 2 hereof, then, in any such event, the Company Corporation shall have no obligation to pay to the Employee his Salary or any other compensation or benefits provided under this Agreement for any period after the date of such termination and the reimbursement of all expenses incurred by the Employee prior to the date of such termination in accordance with Section 7 hereof. Upon a termination pursuant to Section 9(a) or by the Employee, all options and restricted shares granted to Employee pursuant to Section 5 shall immediately be canceled and no further options shall vest. (b) If the employment of the Employee hereunder shall terminate pursuant to Sections 9(b) or (c) hereof, if the employment of the Employee shall be obligated terminated by the Corporation in accordance with Section 2 hereof, or if the Employee shall be terminated by the Corporation other than in accordance with the provisions of this agreement, the Corporation shall pay to the Employee or his Estate, as the case may be, the Salary and Bonus for the fiscal year in which such termination occurs, prorated for the number of weeks during which the Employee was employed by the Corporation during such fiscal year. (c) In the event that the Corporation terminates the employment of the Employee by delivering notice in accordance with Section 2, or for any reason other than those set forth in Section 9 above, the Employee shall receive as severance an amount equal to the greater of (i) three (3) months salary, and (ii) the amount of salary that would have been payable to the Employee from the date of Notice of Termination until the end of the Term, had the Corporation not delivered such Notice of Termination. Such severance pay shall be paid in equal monthly installments, commencing, the month following such termination, and shall be payable in accordance with the Executive Corporation's customary practices for employees. (d) In the event that the employment of the Employee is terminated due to a Total Disability or the death of the Employee in accordance with Section 9(b) or 9(c) hereof, then the Employee or his designated beneficiary, as the case may be, shall be entitled to receive, on receive such amounts as are provided for in any disability policy of life insurance policy provided by the pay date Corporation for the pay period in which the termination occurs, all accrued and unpaid Base Salary to the date of termination. In addition, the Executive shall be entitled to any benefits to which he is entitled under the terms of any applicable employee benefit plan or program or applicable law. B. Except as provided in Section 7(A), upon termination of the Executive's employment by the Company without Cause or by the Executive due to Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the CompanyEmployee. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of termination.

Payments Upon Termination. A. (a) Upon termination of this Agreement and Executive’s employment hereunder due to Executive’s death or disability pursuant to Section 5(a) hereof, (i) the Executive (or the Executive's employment hereunder, ’s estate or beneficiaries in the Company shall be obligated to pay and case of the Executive death of the Executive) shall be entitled to receive, on the pay date for the pay period in which the termination occurs, all accrued and unpaid receive any Base Salary and other benefits (including any bonus and accrued but unused vacation time for a calendar year completed before termination) earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination. In addition, the Executive shall be entitled to any benefits to which he is entitled under the terms of any applicable employee benefit plan or program or applicable law. B. Except as provided in Section 7(A), upon termination of the Executive's employment by the Company without Cause or by the Executive due to Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive (or the Executive. The ’s estate or beneficiaries in the case of the death of the Executive) shall have no further rights to any other compensation or benefits hereunder, or any other rights hereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company’s plans and arrangements in accordance with their terms). (b) Upon termination of this Agreement and Executive’s employment hereunder (i) by the Company may cease all payments for Cause pursuant to Section 5(b) hereof, by Executive other than for Good Reason pursuant to Section 5(e) hereof, or pursuant to a Change of Control under Section 5(f), (x) the Company shall pay to Executive an amount equal to Executive’s then Base Salary and other benefits (including any bonus and accrued but unused vacation time for a calendar year completed before termination) earned and accrued under this Section 6(B) in Agreement prior to the event date of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of termination (and reimbursement under this Agreement or any inadvertent breach that continues after notice given for expenses incurred prior to the Executive by the Company. As a condition precedent to the receipt date of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company termination) and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F(y) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability rights to any other compensation or obligation benefits under this Agreement on or after the termination of employment. (c) Upon termination of this Agreement and Executive’s employment hereunder (i) by the Company without Cause pursuant to Section 5(c) hereof, (ii) by Executive for Good Reason pursuant to Section 5(d) hereof or (iii) by Executive following a Change in connection with Control of the Company pursuant to Section 5(f) hereof, (x) the Company shall pay to Executive (I) any earned but unpaid Base Salary (including accrued but unused vacation time); (II) an amount equal to Executive’s then Base Salary and other benefits (including any bonus for a calendar year completed before termination) earned and accrued under this AgreementAgreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); provided, however, that and (III) the Executive shall have no further rights to any other compensation or benefits under this Agreement on or after the termination of employment. (d) Nothing contained in this Section 6 shall affect the terms of any employee stock options, stock grants, or other equity-based compensation that may have been issued by the Company to Executive, which in the event of termination of Executive’s employment with the Company shall continue to be subject governed by their own terms and conditions. (e) Unless the payment is required to be delayed pursuant to Code Section 409A (as defined below), the cash amounts payable to the provisions Executive (or the Executive’s estate or beneficiaries in the case of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration the death of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by ) under this Section 6 shall be paid to the Executive (other than a resignation by or the Executive for Good Reason), Executive’s estate or expiration beneficiaries in the case of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion death of the Executive's Base Salary earned or accrued at ) in a single-sum payment within 60 days following the effective date of terminationtermination of this Agreement and Executive’s employment hereunder.

Payments Upon Termination. A. Upon termination of the Executive's employment hereunderhereunder for any reason as so provided for in Section 5 hereof, the Company shall be obligated to pay and the Executive shall be entitled to receive, on the pay date for the pay period in which the termination occurswithin ten (10) days of termination, all accrued and unpaid Base Salary which has accrued for services performed to the date of terminationtermination and which has not yet been paid, as well as payment for any accrued but unused vacation time. In addition, the Executive shall be entitled to any benefits to which he is entitled under the terms of any applicable employee Executive benefit plan or program, restricted stock plan and stock option plan of the Company, and, to the extent applicable, short-term or long-term disability plan or program with respect to any disability, or any life insurance policies and the benefits provided by such plan, program or policies, or applicable law. B. Except as provided in Section 7(A), upon Upon termination of the Executive's employment by the Company without Cause or by the Executive due to for Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, pay and the Executive shall be entitled to receive: (1) all of the amounts and benefits described in Section 6.A. hereof; (2) a lump sum severance payment equal to $400,000, payable within ten (10) days following execution of the release described in the last paragraph of this Section 6.B.; and (3) six (6) months of either (i) Base Salary for a period continued reimbursement of three years and the Executive's health insurance costs as provided in the last clause of Section 4.D.(1) or (ii) continued medical and dental benefits for a period coverage under the Company's group health plan on the same basis as active employees, whichever is applicable. Payments under Section 6.B., with the exception of three years at no cost amounts due pursuant to Section 6.B(1), are (i) conditioned on the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach execution by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of all employment-related claims against the Company and its affiliates and (ii) in form and substance reasonably satisfactory the case of a termination pursuant to Section 5.D.(v), to be offset by the value of any disability benefits to be received during the first twelve (12) months following the Executive's termination of employment from any plan or arrangement sponsored by the Company. C. In Upon voluntary termination of employment by the event Executive elects to terminate employment for any reason whatsoever (other than for Good Reason as set forth described in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any 5.D.), termination by the Company for Cause, termination due to death, or expiration of the Executive's employment hereunder pursuant to Section 5Term, the Executive Company shall have no further liability or obligation under or in connection with this Agreement; provided, howeverexcept to provide the amounts set forth in Section 6.A. D. Upon voluntary or involuntary termination of employment of the Executive for any reason whatsoever or expiration of the Term, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 Section 7 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reasonreason whatsoever). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of termination.

Payments Upon Termination. A. Upon termination of (a) If the Executive's employment hereundershall be terminated because of death, disability or for Cause, the Company Bank shall be obligated pay the Executive his full Annual Direct Salary through the date of termination at the rate in effect at the time of termination and any other amounts owing to pay Executive at the date of termination, and the Bank shall have no further obligations to the Executive under this Agreement. (b) If the Executive's employment is terminated by the Bank (other than pursuant to paragraphs l0(a) or l0(b) or l0(c) hereof), or if the Executive shall be entitled terminate his employment for Good Reason, excluding Change of Control, then the Bank shall pay the Executive his full Annual Direct Salary from the date of notice (termination), for a total of nine (9) months; provided, however, the Executive shall make reasonable efforts to receivemitigate damages by seeking other comparable employment. In such event, on the pay date Bank shall also maintain in full force and effect, for the pay period in continued benefit of the Executive for the full salary continuation period, all employee benefit plans and programs to which the termination occurs, all accrued and unpaid Base Salary Executive was entitled prior to the date of terminationtermination if the Executive's continued participation is possible under the general terms and provisions of such plans and programs. In additionthe event that the Executive's participation in any such plan or program is barred, the Executive shall be entitled to receive an amount equal to the annual contribution, payments, credits or allocations made by the Bank to him, to his account or on his behalf under such plans and programs from which his continued participation is barred except that if Executive's participation in any benefits to which he is entitled under the terms of any applicable employee benefit health, medical, life insurance, or disability plan or program or applicable law. B. Except as provided in Section 7(A)is barred, upon termination of the Bank and Corporation shall obtain and pay for, on Executive's employment by the Company without Cause behalf, individual insurance plans, policies or by the programs which provide to Executive due to Good Reasonhealth, in addition medical, life and disability insurance coverage which is equivalent to the amount set forth in Section 6(A), the Company shall be obligated insurance coverage to pay, and the which Executive shall be was entitled prior to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of termination. (c) If the Executive's employment is terminated by the Bank (other than pursuant to paragraphs 10(a) or 10(b) or 10(c) hereof), or if the Executive shall terminate this employment for Good Reason within twelve (12) months following Change of Control (as defined herein), then the Bank shall pay the Executive his full Annual Direct Salary from the date of notice (termination) for the remaining term of this agreement or eighteen (18) months, whichever is longer. The Bank will also maintain benefit coverages for the Executive during this time period as specified in paragraph 11(b) above. (d) In the event of termination or nonrenewal of Executive's employment other than for Cause, Executive shall have the right to sell to the Bank and the Corporation, and upon exercise of such right the Bank and Corporation shall be required to purchase, all of his shares of Bank stock or Corporation stock which Executive desires to sell (the "Put Stock") for their Fair Market Value (as determined below). It shall be within Bank's and Corporation's discretion as to which of them shall purchase the Put Stock. Executive may exercise his right to sell the Put Stock by delivering written notice of exercise to Bank and Corporation, which exercise may be conditioned upon the price to be paid for the Put Stock.

Payments Upon Termination. A. Upon termination of the Executive's employment hereunderhereunder for any reason as so provided for in Section 3 hereof, the Company shall be obligated to pay and the Executive shall be entitled to receive, on such terms and conditions as is customary in the pay date for the pay period in which the termination occursnormal course of business (based on past practice and experience), all accrued and unpaid Base Salary which has accrued for services performed to the date of terminationtermination and which has not yet been paid. In addition, the Executive shall be entitled to any vested benefits to which he is entitled under the terms of any applicable employee Executive benefit plan or program, vested restricted stock plan and stock option plan of the Company, and, to the extent applicable, short-term or long-term disability plan or program with respect to any disability, or any life insurance policies and the benefits provided by such plan, program or policies, or applicable lawlaw as duly adopted from time to time by the Board. B. Except as provided in Section 7(A), upon Upon termination of the Executive's employment by the Company without Cause or by the Executive due to for Good Reason, the Company shall be obligated to pay and the Executive shall be entitled to receive: (1) all of the amounts and benefits described in addition Section 4.A. hereof; and (2) Base Pay for a total of three (3) months, payable in the normal course of business according to the amount set forth Company's payment policy at that time; and (3) continued participation in all Executive welfare benefit programs of the Company for three (3) months from the Executive's termination of employment. Final Ventura Employment Agreement -- 042809 ____________ Initial Payments under Section 6(A4.B., with the exception of amounts due pursuant to Section 4.B(1), are conditioned on the execution by the Executive of a release of all employment-related claims; provided, however, that such release shall be contingent upon the Company's satisfaction of all terms and conditions of this Section. C. Upon termination of the Executive's employment upon the death of Executive pursuant to Section 3.A., the Company shall be obligated to pay, and the Executive shall be entitled to receive: (1) all of the amounts and vested benefits described in Section 4.A.; (2) any death benefit payable under a plan or policy provided by the Company; and (3) continued participation by the Executive's dependents in the welfare benefit programs of the Company, (i) Base Salary including reimbursement for health care benefit premiums agreed to hereof, for a period of time no longer than (i) three years and months or (ii) continued medical and dental benefits for a period the amount of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) time remaining in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminateTerm. D. Upon any termination or expiration of the Executive's employment hereunder upon the Disability of the Executive pursuant to Section 53.B., the Company shall be obligated to pay, and the Executive shall be entitled to receive: (1) all of the amounts and vested benefits described in Section 4.A.; (2) the Base Salary, at the rate in effect immediately prior to the date of his termination of employment due to Disability, for a period no longer than (i) three-months or (ii) the amount of time remaining in the Term, offset by any payments the Executive receives under the Company's long-term disability plan and any supplements thereto, whether funded or unfunded, which is adopted by the Company for the Executive's benefit and not attributable to the Executive's own contributions; and (3) continued participation by the Executive and his dependents in the welfare benefit programs of the Company, including reimbursement for health care benefit premiums agreed to hereof, for a period of time no longer than (i) three months or (ii) the amount of time remaining in the Term. Payments under Section 4.D., with the exception of amounts due pursuant to Section 4.D(1), are conditioned on the execution by the Executive or the Executive's representative of a release of all employment-related claims; provided, however, that such release shall be contingent upon the Company's satisfaction of all terms and conditions of this Section. E. Upon voluntary termination of employment by the Executive (other than for Good Reason as described in Section 4.B.) or termination by the Company for Cause, the Company shall have no further liability or obligation under or in connection with this Agreement; provided, howeverexcept to provide the amounts set forth in Section 4.A. Final Ventura Employment Agreement -- 042809 ____________ Initial F. Upon voluntary or involuntary termination of employment of the Executive for any reason whatsoever or expiration of the Term, that the Executive shall continue to be subject to the provisions of Sections 8Section 5, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reasonreason whatsoever). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of termination.

Payments Upon Termination. A. Upon termination of the Executive's ’s employment hereunder, the Company shall be obligated to pay and the Executive shall be entitled to receive, on within ten (10) days of termination, the pay date for the pay period in which the termination occurs, all accrued and unpaid Base Salary which has accrued for services performed to the date of terminationtermination and which has not yet been paid. In addition, the Executive shall be entitled to any vested benefits to which he is entitled under the terms of any applicable employee benefit plan or program, long-term incentive plan, restricted unit plan and unit option plan of the Company, and, to the extent applicable, short-term or long-term disability plan or program with respect to any disability, or any life insurance policies and the benefits provided by such plan, program or policies, or applicable lawlaw as duly adopted from time to time by the Board, and in all events subject to the payment timing and other restrictions as may be set forth in such plan or program. B. Except as provided in Section 7(A), upon Upon termination of the Executive's ’s employment by the Company without Cause or by the Executive due to for Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, pay and the Executive shall be entitled to receive: (1) all of the amounts and benefits described in Section 6.A. hereof; (2) a lump sum payment, within 10 days of termination, equal to twelve (i12) months of the Executive’s Base Salary for a period of three years and Salary; and (ii3) continued medical participation in all group health plans (medical, dental and dental benefits vision), if any, of the Company for a period the remainder of three years at no cost to the Term or, if longer, until the first anniversary of the Executive’s termination of employment, as if there had been no termination of employment. The Company may cease all payments Payments under Section 6.B., with the exception of Base Salary and bonus under this amounts due pursuant to Section 6(B) in 6.B(1), are conditioned on the event of a willful breach execution by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreementall employment-related claims; provided, however, that such release shall be contingent upon the Executive shall continue to be subject to Company’s satisfaction of all terms and conditions of this Section. C. If within the provisions one (1) year period following the occurrence of Sections 8a Change of Control, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's ’s employment hereunder for any reason). Upon any Voluntary Termination is terminated by the Executive (other than a resignation Company without Cause or by the Executive for Good Reason), or expiration in lieu of Executive's employment agreementthe severance benefits under 6.B., the Company shall have no further liability under or Executive will be entitled to the benefits identical to those set forth in connection with Section 6.B. except that the amount described in subsection (2) will be equal to twenty-four (24) months of the Executive’s Base Salary, provided that the Change of Control occurs after the Effective Date. For purposes of this Agreement, except “Change of Control” means, and shall be deemed to pay have occurred upon the portion occurrence of one or more of the Executive's Base Salary earned following events: (i) any “person” or accrued at “group” within the date meaning of terminationthose terms as used in Sections 13(d) and 14(d)(2) of the Exchange Act, other than SemGroup, L.P., Manchester Securities Corp., Alerian Finance Partners, LP, or their respective Affiliates, shall become the beneficial owner, by way of merger, consolidation, recapitalization, reorganization or otherwise, of 50% or more of the combined voting power of the equity interests in the General Partner or the MLP; (ii) the limited partners of the MLP approve, in one or a series of transactions, a plan of complete liquidation of the MLP; (iii) the sale or other disposition by either the General Partner or the MLP of all or substantially all of its assets in one or more transactions to any individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity (a “Person”) other than the General Partner or an Affiliate of the General Partner; or (iv) a transaction resulting in a Person other than the General Partner or an Affiliate of the General Partner being the general partner of the MLP. Payments under Section 6.C., with the exception of amounts due pursuant to Section 6.B(1), are conditioned on the execution by the Executive of a release of all employment-related claims; provided, however, that such release shall be contingent upon the Company’s satisfaction of all terms and conditions of this Section.

Payments Upon Termination. A. Upon termination of (i) Except as otherwise provided herein, if the Executive's employment hereunderis terminated by the Company for any reason other than "cause" (as defined in Section 4(d)(i) hereof), or by the Executive for "good reason" (as defined in Section 4(d)(iii) hereof), at any time during the Employment Period or any extension thereof, the Company shall be obligated to pay and to, or provide for, as the case may be, the Executive, for the remainder of the Employment Period, at the times otherwise provided in this Agreement as if the Executive shall be entitled to receive, on the pay date for the pay period in which the termination occurs, all had not been terminated: (A) his Salary as accrued and unpaid Base Salary to through the date of termination. In additiontermination and the remainder of the Employment Period, which Salary shall be payable in equal semi-annual installments during such period in accordance with existing payroll policies; and (B) to the extent applicable, the Executive shall be entitled to any benefits sickness and health insurance programs to which he is would have been entitled under this Agreement if he had remained in the terms employ of any applicable employee benefit plan or program or applicable lawthe Company for such period. B. Except as provided in Section 7(A), upon termination of (ii) If the Executive's employment is terminated (A) by the Company without Cause for "cause", or (B) by the Executive by resignation without "good reason", or (C) upon the death or due to Good Reason, in addition to the amount set forth "total disability" (as defined in Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive, (i4(d)(ii) Base Salary for a period of three years and (iihereof) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, then the Company shall have no further liability to the Executive, except (1) for the Salary which has accrued through the date of termination, which amounts shall be paid by the Company within thirty (30) days of such termination; (2) if the Executive's employment with the Company is terminated due to the Executive's death, then, as compensation for the Executive's services, the Executive's estate shall receive an amount equal to one half (1/2) of the annual Salary in effect, such amount being payable in six (6) equal monthly installments commencing on the last day of the month that includes the date of the Executive's death, and (3) for such other benefits as may be required to be provided by the Company under the provisions of applicable law. (iii) If the Executive's employment with the Company is terminated by the Company without cause within one (1) year of a Change in Control (as defined below) or the Executive resigns with good reason within one (1) year of a Change in Control, then the Company shall pay to the Executive, in lieu of any amounts otherwise payable to the Executive by the Company pursuant to the provisions of Sections 4(c)(i)(A) and 4(c)(ii), as the case may be, the sum of One Million Eighty Thousand Dollars ($1,080,000), which amount shall be paid ratably by the Company in three equal annual installments beginning on the date thirty (30) days after such Change in Control is consummated (or date of resignation, if applicable) and on each one (1) year anniversary of such date thereafter. (iv) Notwithstanding any other provision of this Section 4(c), if the Executive violates any covenant, term or condition of this Agreement or the Proprietary Rights Agreement, the Company shall be entitled, in addition to any other remedies it may have hereunder or at law or in connection equity, to offset the amount of any payment otherwise due to the Executive pursuant to this Section 4(c) against any loss or damage incurred by the Company as a result of the Executive's violation of said covenant, term or condition. (v) Any and all payments or provisions for the payment of salary, benefits, perquisites and rights to Executive described in this Section 4(c) shall, notwithstanding any other provisions of this Agreement be construed in accordance with this Agreementthe applicable provisions of Section 280G of the Internal Revenue Code of 1986, except as amended (the "Code"), as such Section may from time to pay ---- time be amended and interpreted by regulation or judicial decision, in such manner as is possible to preclude the application under such Section of any disallowance, forfeiture, penalty, assessment or loss of tax benefit ("Tax --- Loss") to either the Executive or the Company. ---- (A) The Executive and the Company agree that, should the whole or any part or portion of the Executive's Base Salary earned Salary, benefits, perquisites and rights upon termination under Section 4(c) (the "Gross ----- Benefits") be determined or accrued at construed to be excessive under Code Section 280G so -------- as to prompt any Tax Loss to the date Executive (the Gross Benefits less the Executive's Tax Loss shall be referred to as the "Net Benefits"), then, to the ------------ extent it is possible to increase the amount of terminationthe Net Benefits by reducing the Gross Benefits because a reduction in Gross Benefits reduces the amount of the Executive's Tax Loss, then the Gross Benefits shall be reduced in such amount that maximizes the Net Benefits. To the extent that the Gross Benefits are reduced in accordance with this Section 4(c)(v)(A), the Executive's rights and benefits will be reduced in the following order of priority, or in such other order as determined by Executive: (i) incentive bonus payments, if any; (ii) welfare benefit plan payments; (iii) stock option purchase payments under any qualified stock option plan; (iv) retirement benefits; (v) Incentive compensation payments; and (vi) base salary payments.

Payments Upon Termination. A. Upon termination of (a) If the Executive's employment hereundershall be terminated because of death, disability or for Cause, the Company Corporation and the Bank shall be obligated pay the Executive his full Annual Direct Salary through the date of termination at the rate in effect at the time of termination and any other amounts owing to pay Executive at the date of termination, and the Corporation and the Bank shall have no further obligations to the Executive under this Agreement. (b) If the Executive's employment is terminated by the Corporation and the Bank (other than pursuant to paragraphs 10(a) or 10(b) or 10(c) hereof), or if the Executive shall be entitled terminate his employment for Good Reason, excluding Change of Control, then the Corporation and the Bank shall pay the Executive his full Annual Direct Salary from the date of notice (termination), for a total of twelve (12) months; provided, however, the Executive shall make reasonable efforts to receivemitigate damages by seeking other comparable employment. In such event, on the pay date Corporation and the Bank shall also maintain in full force and effect, for the pay period in continued benefit of the Executive for the full salary continuation period, all employee benefit plans and programs to which the termination occurs, all accrued and unpaid Base Salary Executive was entitled prior to the date of terminationtermination if the Executive's continued participation is possible under the general terms and provisions of such plans and programs. In additionthe event that the Executive's participation in any such plan or program is barred, the Executive shall be entitled to receive an amount equal to the annual contribution, payments, credits or allocations made by the Corporation or the Bank to him, to his account or on his behalf under such plans and programs from which his continued participation is barred except that if Executive's participation in any benefits to which he is entitled under the terms of any applicable employee benefit health, medical, life insurance, or disability plan or program or applicable law. B. Except as provided in Section 7(A)is barred, upon termination of the Corporation and Bank shall obtain and pay for, on Executive's employment by the Company without Cause behalf, individual insurance plans, policies or by the programs which provide to Executive due to Good Reasonhealth, in addition medical, life and disability insurance coverage which is equivalent to the amount set forth in Section 6(A), the Company shall be obligated insurance coverage to pay, and the which Executive shall be was entitled prior to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of termination. (c) If the Executive's employment is terminated by the Corporation and the Bank (other than pursuant to paragraphs l0(a) or l0(b) or l0(c) hereof), or if the Executive shall terminate this employment for Good Reason within twelve (12) months following Change of Control (as defined herein), then the Corporation or the Bank shall pay the Executive his full Annual Direct Salary from the date of notice (termination) for the remaining term of this agreement or twenty-four (24) months, whichever is longer. The Corporation and the Bank will also maintain benefit coverages for the Executive during this time period as specified in paragraph 11(b) above. (d) In the event of termination or nonrenewal of Executive's employment other than for Cause, Executive shall have the right to sell to the Corporation and the Bank, and upon exercise of such right the Corporation and Bank shall be required to purchase, all of his shares of Corporation stock or Bank stock which Executive desires to sell (the "Put Stock") for their Fair Market Value (as determined below). It shall be within Corporation's and Bank's discretion as to which of them shall purchase the Put Stock. Executive may exercise his right to sell the Put Stock by delivering written notice of exercise to Corporation and Bank, which exercise may be conditioned upon the price to be paid for the Put Stock.

Payments Upon Termination. A. Upon termination of (a) In the Executiveevent the Employee's employment hereunderis terminated by the Company pursuant to Section 4.1 or Section 4.3, the Company shall be obligated pay to pay the Employee the compensation and benefits otherwise payable to him under Section 3 through the Executive shall be entitled last day of his actual employment by the Company, including, but not limited to, any bonus awarded prior to receivethe date of termination that is attributable to the period of employment, on the pay date for the pay period in which the termination occurs, all accrued and unpaid Base Salary to even if such bonus is payable after the date of termination. In addition, in the Executive shall be entitled to any benefits to which he is entitled under event that the terms of any applicable employee benefit plan or program or applicable law. B. Except as provided in Section 7(A), upon termination of the ExecutiveEmployee's employment is terminated by the Company without Cause pursuant to Section 4.3, the vesting of any options granted to the Employee by the Parent shall accelerate in full. (b) In the event the Employee's employment is terminated by the Employee pursuant to Section 4.2 or 4.4 or by the Executive due Company (including by an acquiring or succeeding corporation following a Change in Control) pursuant to Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive4.4, (i) Base Salary the Company shall pay to the Employee an amount equal to the compensation to which the Employee would otherwise have been entitled had the Employee remained employed by the Company for 2 years after such termination (based on the Employee's salary as in effect on the date of termination), (ii) the Company shall continue to provide to the Employee medical and pension benefits for two years after such termination and any other benefits as the Company is required to do so by the laws of the jurisdiction in which the Employee is employed (to the extent such benefits can be provided to non-employees, or to the extent such benefits cannot be provided to non-employees, then the cash equivalent thereof), and (iii) the vesting of any options granted to the Employee by Parent shall accelerate in full. The payment to the Employee of the amounts payable under this Section 5.2(b) shall (i) be contingent upon the execution by the Employee of a period of three years release in a form reasonably acceptable to the Company and (ii) continued medical and dental benefits for a period constitute the sole remedy of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) Employee in the event of a willful breach by the Executive termination of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to Employee's employment in the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as circumstances set forth in this Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate5.2(b). D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of termination.

Payments Upon Termination. A. Upon termination (a) If the Corporation shall terminate the employment of the Executive's Executive under this Agreement pursuant to Section 9(a) hereof, or if the employment hereunderof the Executive hereunder shall be terminated by the Executive other than in accordance with Section 2 or Section 9(d), then, in any such event, the Company Corporation shall be obligated have no obligation to pay and to the Executive shall be entitled to receive, on the pay date base salary or any other compensation or benefits provided under this Agreement for the pay any period in which the termination occurs, all accrued and unpaid Base Salary to after the date of such termination. In addition, or to pay any Bonus for the Executive shall be entitled to any benefits to year in which he is entitled under the terms of any applicable employee benefit plan or program or applicable law. B. Except as provided in Section 7(A), upon such termination of the Executive's employment by the Company without Cause or by the Executive due to Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreementoccurs; provided, however, that the Corporation shall pay all Salary earned by the Executive prior to the date of such termination and the reimbursement of all expenses incurred by the Executive prior to the date of such termination in accordance with Section 7 hereof. Upon termination pursuant to Section 9(a) or by the Executive other than in accordance with Section 2 or Section 9(d), all options granted to the Executive pursuant to Section 5 shall immediately be canceled and no further options shall vest. (b) If the employment of the Executive hereunder shall terminate pursuant to subsections 9(b) or (c) hereof, if the employment of the Executive shall continue be terminated by the Corporation in accordance with Section 2 hereof, or if the Executive shall be terminated by the Corporation other than in accordance with the provisions of this Agreement, the Corporation shall pay to be the Executive or the Executive's Estate, as the case may be, the Salary and target Bonus for the fiscal year in which the termination occurs, prorated for the number of weeks during which the Executive was employed by the Corporation during such fiscal year. (c) In the event that the Corporation terminates the employment of the Executive by delivering notice in accordance with Section 2, or for any reason other than those set forth in Section 9, the Executive shall receive as severance an amount equal to number of months/days of the notice period, (e.g., twelve months Salary); provided, however, that in the event that the Executive is subject to the provisions covenants and agreements set forth in Section 11, the amount of Sections 8the severance payable to the Executive shall be equal to the number of months/days during which the Executive remains subject to the covenants and agreements set forth in Section 11. Such severance pay shall be paid in equal monthly installments, 9commencing the month following such termination, 10and shall be payable in accordance with the Corporation's customary payroll practices for Executive officers. (d) In the event that the employment of the Executive is terminated due to a Total Disability or the death of the Executive in accordance with Section 9(b) or 9(c) hereof, 11 and 12 hereof (it being understood and agreed that then the Executive or his designated beneficiary, as the case may be, shall receive such provisions shall survive any termination amounts as are provided for in the disability policy or expiration life insurance policy provided by the Corporation for the benefit of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of termination.

Payments Upon Termination. A. Upon termination of 4.1. If (i) the Company terminates the Executive's ’s employment hereunderat any time without the Executive’s consent, other than for Cause or upon the Executive’s death, or (ii) the Executive resigns at any time after the Transition Date, the Company (A) will pay the Executive an amount equal to his Severance Compensation, in twelve (12) equal monthly installments in arrears , as well as his Accrued Incentive Compensation, if any, which shall be obligated to payable together with such monthly installment during the month after his termination in which it is determined that such Accrued Incentive Compensation was earned and is payable pursuant hereto and (B) shall also pay and the Executive shall be entitled to receivehim, on the pay date for the pay period in which the termination occurs, all accrued and unpaid Base Salary to the date of termination, his Accrued Base Compensation as of the termination date. In addition, The Company’s obligation to make such payments shall cease upon the Executive shall be entitled to any benefits to which he is entitled under the terms Executive’s material breach of any applicable employee benefit plan or program or applicable law. B. Except Executive’s “Employee Agreement,” as provided defined in Section 7(A)9 below, upon termination of the Executive's employment by the Company without Cause if such breach causes or by the Executive due is likely to Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory cause material harm to the Company. C. In 4.2. If (i) the event Company terminates the Executive’s employment at any time for Cause or (ii) the Executive elects to terminate resigns before the Transition Date, the Company will pay the Executive his Accrued Base Compensation. 4.3. If the Company terminates the Executive’s employment as upon the Executive’s death, the Company will pay the Executive’s estate his Accrued Base Compensation plus his Accrued Incentive Compensation, payable in the manner set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate4.1 above. D. 4.4. Upon any termination or expiration of the Executive's ’s employment hereunder pursuant with the Company to which Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement4.1 applies, the Company shall have no further liability maintain the benefits that the Executive is receiving as of the termination date and shall take such measures as are permissible under its medical, life, and disability insurance and any other employee benefit plans or in connection with programs to continue coverage or reimbursement for the Executive (and the Executive’s family, if applicable) on the same terms (including any required contribution by the Executive) as immediately prior to such termination. Medical coverage under this Agreementsection shall be effected by the Executive making an election under COBRA. If it is not permissible to continue any such coverage under any such insurance plans, except to the Company will pay the portion Executive, as additional severance compensation, such amount, net of state and federal income taxes payable by the Executive with respect thereto, as will be sufficient for the Executive to obtain such insurance coverage on an individual basis assuming that the Executive (and each member of the Executive's Base Salary earned or accrued at ’s family who is to be covered) is a “standard risk” for insurance purposes. The Executive’s rights under this Section 4.4 shall continue only for so long as the date Executive is entitled to receive payments of terminationSeverance Compensation under Section 4.1.

Payments Upon Termination. A. Upon termination If a Change of the Executive's employment hereunderControl (as defined herein) occurs, the Company shall be obligated to pay and then the Executive shall be entitled to receivereceive a payment of twenty-one (21) months of his then current Annual Direct Salary minus applicable withholdings and paid on a biweekly basis on regular bank pay days, beginning on the pay date for earliest of the pay period in which following events: (a) If, between the termination occurs, all accrued execution of an agreement to effect a Change of Control (as defined herein) and unpaid Base Salary to the date actual Date of termination. In addition, the Executive shall be entitled to any benefits to which he is entitled under the terms a Change of any applicable employee benefit plan or program or applicable law. B. Except Control (as provided in Section 7(A), upon termination of defined herein) the Executive's employment with the Bank is terminated, other than For Cause (as defined herein); (b) If the Executive is not offered employment by the Company without Cause acquiring person or entity as of the Date of Change of Control (as defined herein) in a position having equivalent responsibilities, authority, compensation and benefits as he received immediately prior to the Change of Control (as defined herein); (c) If, between the Date of the Change of Control (as defined herein) and six (6) months after the Date of Change of Control (as defined herein), the Executive is terminated from employment, for any reason whatsoever, other than For Cause, by the acquiring person or entity; or (d) If, between three (3) and (6) months after the Date of Change of Control (as defined herein), the Executive due terminates his employment with the acquiring person or entity. If at the end of six (6) months after the Date of the Change of Control (as defined herein), none of the events described above in Subsections (a), (b), (c) or (d) of this Section have occurred, then the Executive shall no longer be entitled to Good Reason, in addition to receive the amount Payments Upon Termination set forth in Section 6(A), the Company shall be obligated to paythis Section, and the Executive Agreement shall thereafter be null and void. Annual Direct Salary shall be entitled to receivedefined herein as the fixed, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8gross, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given base annual salary paid to the Executive by at such time as the Company. As a condition precedent to the receipt of Bank customarily pays its other senior officers and shall not include any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Companybenefits, bonuses, incentives or other compensation. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of termination.

Payments Upon Termination. A. Upon termination of (i) In the event that the Executive's ’s employment hereunderterminates for any reason, the Company shall be obligated pay to pay and the Executive shall be entitled to receive, on the pay date for the pay period in which the termination occurs, all amounts accrued and but unpaid Base Salary to hereunder through the date of terminationtermination in respect of Salary and other compensation provided hereunder, accrued but unused vacation and any unreimbursed expenses. In addition, Amounts owed by the Executive Company in respect of the payments under Section 6(f)(i) hereof or reimbursement for expenses under the provisions of Section 5 hereof shall be entitled to any benefits to which he is entitled under the terms paid within five (5) business days of any applicable employee benefit plan or program or applicable lawtermination. B. Except as provided in Section 7(A), upon termination of (ii) In the event the Executive's ’s employment is terminated by the Company without Cause (other than upon expiration of the Employment Term pursuant to Section 2 hereof or a termination under Section 6(b) above), or by the Executive due to with Good Reason, in addition to the amount set forth amounts specified in subsection (i) above, (A) the Executive shall continue to receive the Salary and other compensation provided hereunder (less any applicable withholding or similar taxes) at the rate in effect hereunder on the date of such termination for a period of twelve (12) months (the “Severance Term”), and (B) to the extent permissible under the Company’s health plans, during the Severance Term, the Executive shall continue to receive any health benefits provided to him as of the date of such termination. (iii) In the event the Executive’s employment is terminated (A) by the Company without Cause (other than upon expiration of the Employment Term pursuant to Section 6(A2 hereof), (B) pursuant to Section 6(b) hereof, or (C) by the Executive with Good Reason, in addition to the amounts specified in subsections (i) and (ii) above, the Company shall be obligated to payreimburse the Executive for all legal fees, costs, and the Executive shall be entitled to receiveexpenses (including without limitation, (ilegal fees and expenses on appeal) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach incurred by the Executive of the provisions of Sections 8, 9 or 10 of in enforcing this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt Agreement. (iv) Payment of any amounts pursuant to this Section 6(f) shall be expressly conditioned upon the Executive’s execution of the severance benefits hereunder the Executive hereby agrees to execute a general waiver and release of claims against the Company and its affiliates in form officers, directors, agents, and substance reasonably satisfactory to the Companyaffiliates. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of termination.

Payments Upon Termination. A. Upon termination of (i) In the event Executive voluntarily terminates Executive's ’s employment hereunderhereunder for any reason other than Good Reason, Executive’s employment hereunder is terminated by a Non-Renewal by Executive, or Executive’s employment hereunder is terminated by the Company for Cause, the Company shall be obligated to pay and provide to Executive the Accrued Rights due to Executive, if any. In the event Executive’s employment hereunder is terminated by reason of Executive’s death or by the Company because of Executive’s Incapacity, the Company shall pay and provide to Executive or to Executive’s representatives or estate (A) the Accrued Rights due Executive, if any, plus (B) the Annual Bonus that would be due and payable to Executive had she remained employed by the Company until the end of the Annual Bonus Period during which Executive’s death occurred or during which Executive’s employment was terminated by the Company on account of Executive’s Incapacity, payable when such bonuses are paid to other management employees. “Accrued Rights” shall be entitled mean a lump-sum amount equal to receive, on the pay date for the pay period in which the termination occurs, all accrued and sum of (1) Executive’s earned but unpaid Base Salary to through the date of termination. In addition, (2) any Annual Bonuses earned for prior Annual Bonus Periods that remain unpaid as of the date of termination, (3) any unreimbursed business expenses or other amounts due to Executive from the Company as of the date of termination and (4) such vested and accrued employee benefits (including equity compensation), if any, to which Executive may be entitled under the Company’s employee benefit plans as of the date of termination; provided, that in no event shall Executive be entitled to any benefits to which he is entitled under payments in the terms nature of any applicable employee benefit plan severance or program or applicable law. B. Except termination payments except as specifically provided in Section 7(A)herein; and, upon termination of the Executive's employment by the Company without Cause or by the Executive due to Good Reasonprovided further, in addition to the amount set forth in Section 6(A), the Company all such amounts shall be obligated to pay, and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) paid as otherwise described in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of termination.

Payments Upon Termination. A. (a) Upon termination of this Agreement and Executive’s employment hereunder due to Executive’s death or disability pursuant to Section 5(a) hereof, (i) the Executive (or the Executive's employment hereunder, ’s estate or beneficiaries in the Company shall be obligated to pay and case of the Executive death of the Executive) shall be entitled to receive: (i) all earned Base Salary, on the pay date benefits, compensation and bonuses; (ii) a prorated bonus for the year of the Executive’s death or disability; (iii) a continuation of the Executive’s disability and death benefits; (iv) reimbursement of all unpaid expenses on behalf of the Company; (v) all unpaid and unused vacation days; (vi) all outstanding stock options granted to Executive shall immediately vest under the Company’s Employee Option Plan, under the Equity Incentive Compensation or any other Company plan, granted to Executive during his employment. Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no further rights to any other compensation or benefits hereunder, or any other rights hereunder. (b) Upon termination of this Agreement and Executive’s employment hereunder (i) by the Company for Cause pursuant to Section 5(b) hereof or by Executive other than for Good Reason pursuant to Section 5(e) hereof, (i) the Company shall pay period in which the termination occurs, all accrued and unpaid to Executive an amount equal to Executive’s then Base Salary and other benefits (including any bonus for a calendar year completed before termination) earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination. In addition, the Executive shall be entitled to any benefits to which he is entitled under the terms of any applicable employee benefit plan or program or applicable law. B. Except as provided in Section 7(A), upon termination of the Executive's employment by the Company without Cause or by the Executive due to Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability rights to any other compensation or obligation benefits under this Agreement on or after the termination of employment. (c) Upon termination of this Agreement and Executive’s employment hereunder by the Company without Cause pursuant to Section 5(c) hereof or by Executive for Good Reason pursuant to Section 5(d) hereof, (i) the Company shall pay to Executive in connection accordance with the terms and conditions set forth in paragraph 5 (c) hereinabove as well as the following i) a lump sum payment for all unused vacation time; and ii) a continuation of Executive’s health insurance benefits for a period of twelve (12) consecutive months; and iii) all outstanding stock options granted shall immediately vest under the Company’s Employee Option Plan, under the Equity Incentive Compensation or any other Company plan including but not limited to the NQSO between Executive and Company and subject to all of the terms and conditions set forth in the NQSO, granted to Executive during his employment.. (d) Nothing contained in this Agreement; providedSection 6 shall affect the terms of any employee stock options, howeverstock grants, or other equity-based compensation that may have been issued by the Executive Parent or Company to Executive, which in the event of termination of Executive’s employment with the Company shall continue to be subject governed by their own terms and conditions. (e) Unless the payment is required to be delayed pursuant to Code Section 409A (as defined below), the cash amounts payable to the provisions Executive (or the Executive’s estate or beneficiaries in the case of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration the death of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by ) under this Section 6 shall be paid to the Executive (other than a resignation by or the Executive for Good Reason), Executive’s estate or expiration beneficiaries in the case of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion death of the Executive's Base Salary earned ) over the course of the Initial Term or accrued at the date of terminationExtended Term as applicable.

Payments Upon Termination. A. Upon termination of (a) In the Executiveevent the Employee's employment hereunderis terminated pursuant to Section 4.1, Section 4.2 or by the Employee pursuant to Section 4.5, the Company shall be obligated pay to the Employee the compensation and benefits otherwise payable to him under Section 3 through the last day of his actual employment by the Company. (b) In the event the Employee's employment is terminated by the Employee pursuant to Section 4.3 or by the Company pursuant to Section 4.5, the Company shall continue to pay to the Employee his salary as in effect on the date of termination and continue to provide to the Executive Employee the other benefits owed to him under Section 3.4 (to the extent such benefits can be provided to non-employees, or to the extent such benefits cannot be provided to non-employees, then the cash equivalent thereof) until the date one year after the date of termination and for the purposes of the vesting of options to purchase common stock granted to the Employee pursuant to Section 3.3, the Employee shall be entitled deemed to receive, on be employed by the pay Company until the date for the pay period in which the termination occurs, all accrued and unpaid Base Salary to three years after the date of termination. In addition, The payment to the Executive shall be entitled to any benefits to which he is entitled under the terms of any applicable employee benefit plan or program or applicable law. B. Except as provided in Section 7(A), upon termination Employee of the Executive's employment by the Company without Cause or by the Executive due to Good Reason, in addition to the amount set forth in amounts payable under this Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive, 5.2(b) (i) Base Salary for shall be contingent upon the execution by the Employee of a period of three years release in a form reasonably acceptable to the Company and (ii) continued medical and dental benefits for a period shall constitute the sole remedy of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) Employee in the event of a willful breach by the Executive termination of the provisions of Sections 8, 9 or 10 of Employee's employment in the circumstances set forth in this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the CompanySection 5.2(b). C. (c) In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the ExecutiveEmployee's employment hereunder is terminated pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement4.4, the Company shall have no further liability under or in connection with this Agreement, except continue to pay to the portion Employee (or his estate) his salary as in effect on the date of termination and the amount of the Executive's Base Salary earned annual bonus paid to him for the fiscal year immediately preceding the date of termination (payable in annualized monthly installments) and, if such termination was on account of disability, continue to provide to the Employee the other benefits owed to him under Section 3.4 (to the extent such benefits can be provided to non-employees, or accrued at to the extent such benefits cannot be provided to non-employees, then the cash equivalent thereof) until the date one year after the date of termination and for the purposes of the vesting of options to purchase common stock granted to the Employee pursuant to Section 3.3, the Employee shall be deemed to be employed by the Company until the date one year after the date of termination. The amounts payable to the Employee under this Section 5.2(c) shall be reduced by the aggregate amount of all insurance proceeds paid to the Employee or his beneficiaries pursuant to insurance policies paid for by the Company.

Payments Upon Termination. A. Upon termination (a) If during the Term of the Executive's this Agreement, Employer terminates Executive without Cause pursuant to Section 6.3(a) or Executive terminates his employment hereunderwith Employer for Good Reason pursuant to Section 6.3(b), the Company shall be obligated to pay and the then Executive shall be entitled to receive, on (i) continuation of payment of unpaid Salary from the pay effective date for of such termination to the pay period in which the termination occurs, all accrued and unpaid Base Salary to earlier of (1) expiration of twelve (12) months after the date of such termination and (2) to the end of the Term (the “Severance”), payable, subject to the provisions set forth in the next sentence of this Section 6.4(a), on a regular basis in accordance with Employer’s normal payroll procedures and policies, and subject to applicable payroll deductions, (ii) any payments for reimbursement expenses, which are due, accrued or payable at the effective date of Executive’s termination and (iii) all (if any) unvested stock awards or stock option awards by Employer to Executive pursuant to Employer’s equity incentive plan shall be deemed vested on the effective date of such termination (for the avoidance of doubt, this Section 6.4 does not affect or modify the vesting schedule of the shares and stock options issued to Executive pursuant to Section 5.3 above, and the vesting of the shares and stock options issued to Executive pursuant to Section 5.3 above shall continue to be at all times be governed by the terms set forth in Section 5.3(c) above). Executive’s right to receive, and the Company’s obligation to pay and provide, any of the payments of Severance (other than payment of unpaid Salary (if any) earned and accrued prior to the effective date of such termination) shall be subject to (1) Executive’s compliance with, and observance of, all of Executive’s obligations under this Agreement that continue beyond such termination, and (2) Executive’s execution, delivery and non-revocation of, and performance under, a release in favor of Employer and its affiliates in the form of Exhibit A attached hereto (as such form may be modified so as to comply with all applicable laws as then in effect) (the “Release”) within forty-five (45) days of the termination of Executive’s employment. In additionFor the avoidance of doubt, in the event of a Change in Control (as defined below) during Executive’s employment with Employer, all (if any) unvested stock awards or stock option awards by Employer to Executive pursuant to Employer’s equity incentive plan shall be deemed vested on the effective date of such Change in Control. (b) If Employer terminates Executive for Cause pursuant to Section 6.1, or if Executive resigns or otherwise terminates his employment with Employer for any reason, other than Good Reason, then Executive shall be entitled to the following compensation: (i) the portion of the Salary which has accrued through the effective date of termination, and (ii) any benefits payments for reimbursement expenses, which are due, accrued or payable at the effective date of Executive’s termination. All payments required to which he is entitled under the terms of any applicable employee benefit plan or program or applicable lawbe made by Employer to Executive pursuant to this Section 6.4(b) shall be paid when such payments are due and payable. B. Except as provided in (c) If Employer terminates Executive pursuant to Section 7(A)6.2, upon termination of the Executive's employment by the Company without Cause or by the Executive due to Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, and the then Executive shall be entitled to receive, the following compensation: (i) Base the portion of the Salary for a period which has accrued through the effective date of three years termination, and (ii) continued medical any payments for reimbursement expenses, which are due, accrued or payable at the effective date of Executive’s termination. All payments required to be made by Employer to Executive pursuant to this Section 6.4(c) shall be paid when such payments are due and dental benefits for a period of three years at no cost payable. (d) In all events, subsequent to the termination of Executive’s employment (other than a termination because of Executive’s death), Executive shall be entitled to continuation of group health plan benefits to the extent authorized by and consistent with 29 U.S.C. §1161 et seq. (commonly known as “COBRA”), with the cost of the regular premium for such benefits paid exclusively by Executive. (e) The Company may cease all payments of Base Salary and bonus amounts payable under this Section 6(B) 6.4 are intended to be, and are, exclusive and in the event lieu of a willful breach by the any other rights or remedies to which Executive may otherwise be entitled, including under common, tort or contract law, under policies of the provisions of Sections 8Employer and its affiliates in effect from time to time, 9 or 10 of under this Agreement or any inadvertent breach that continues after notice given otherwise, as a result of Executive’s termination of employment hereunder. Employer shall not be obligated to (i) commence such payments (other than payment of (1) unpaid Salary (if any) earned and accrued prior to the Executive by the Company. As a condition precedent effective date of such termination and reimbursement (subject to the receipt terms and conditions of any Section 5.5 above) of Executive’s business expenses incurred by Executive prior to the severance benefits hereunder the effective date of such termination) until such time as Executive hereby agrees to execute a has provided an irrevocable general release in favor of claims against the Company Employer and its affiliates subsidiaries and affiliates, and their respective shareholders, partners, members, managers, directors, officers, Executives, agents and representatives in form and substance reasonably satisfactory acceptable to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(FEmployer, or (ii) then in continue such event payments at any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration time following a breach of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration Section 7 through 9 of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of termination.

Payments Upon Termination. A. Upon termination of (a) In the Executiveevent the Employee's employment hereunderis terminated pursuant to Section 4.1, Section 4.2 or by the Employee pursuant to Section 4.5, the Company shall be obligated pay to the Employee the compensation and benefits otherwise payable to him under Section 3 through the last day of his actual employment by the Company. (b) In the event the Employee's employment is terminated by the Employee pursuant to Section 4.3 or by the Company pursuant to Section 4.5, the Company shall continue to pay to the Employee his salary as in effect on the date of termination and continue to provide to the Executive Employee the other benefits owed to him under Section 3.4 (to the extent such benefits can be provided to non-employees, or to the extent such benefits cannot be provided to non-employees, then the cash equivalent thereof) until the date one year after the date of termination and for the purposes of the vesting of options to purchase common stock granted to the Employee pursuant to Section 3.3, the Employee shall be entitled deemed to receive, on be employed by the pay Company until the date for the pay period in which the termination occurs, all accrued and unpaid Base Salary to one year after the date of termination. In addition, The payment to the Executive shall be entitled to any benefits to which he is entitled under the terms of any applicable employee benefit plan or program or applicable law. B. Except as provided in Section 7(A), upon termination Employee of the Executive's employment by the Company without Cause or by the Executive due to Good Reason, in addition to the amount set forth in amounts payable under this Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive, 5.2(b) (i) Base Salary for shall be contingent upon the execution by the Employee of a period of three years release in a form reasonably acceptable to the Company and (ii) continued medical and dental benefits for a period shall constitute the sole remedy of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) Employee in the event of a willful breach by the Executive termination of the provisions of Sections 8, 9 or 10 of Employee's employment in the circumstances set forth in this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the CompanySection 5.2(b). C. (c) In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the ExecutiveEmployee's employment hereunder is terminated pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement4.4, the Company shall have no further liability under or in connection with this Agreement, except continue to pay to the portion Employee (or his estate) his salary as in effect on the date of termination and the amount of the Executive's Base Salary earned annual bonus paid to him for the fiscal year immediately preceding the date of termination (payable in annualized monthly installments) and, if such termination was on account of disability, continue to provide to the Employee the other benefits owed to him under Section 3.4 (to the extent such benefits can be provided to non-employees, or accrued at to the extent such benefits cannot be provided to non-employees, then the cash equivalent thereof) until the date one year after the date of termination and for the purposes of the vesting of options to purchase common stock granted to the Employee pursuant to Section 3.3, the Employee shall be deemed to be employed by the Company until the date one year after the date of termination. The amounts payable to the Employee under this Section 5.2(c) shall be reduced by the aggregate amount of all insurance proceeds paid to the Employee or his beneficiaries pursuant to insurance policies paid for by the Company.

Payments Upon Termination. A. Upon termination of the Executive's employment hereunder, the Company shall be obligated to pay and the Executive shall be entitled to receive, on the pay date for the pay period in which the termination occurs, all accrued and unpaid Base Salary to the date of termination. In addition, the Executive shall be entitled to any benefits to which he is entitled under the terms of any applicable employee benefit plan or program or applicable law. B. (a) Except as otherwise provided in subsections (b) or (c) of this Section 7(A)8, upon termination of the Executive's ’s employment by the Company Corporation, all compensation due Executive under this Agreement and under each plan or program of the Corporation in which Executive may be participating at the time shall cease to accrue as of the date of such termination (except, in the case of any such plan or program, if and to the extent otherwise provided in the terms of such plan or program), and all such compensation accrued as of the date of such termination but not previously paid shall be paid to Executive at the time such payment otherwise would be due, and in any event no later than the Last Payment Date. Unless otherwise expressly provided in the terms of the bonus plan or program of the Corporation in which the Executive is a participant at the time of his termination, if the termination of Executive’s employment is for any reason other than a termination for Cause in accordance with Section 7(c) above, then a pro rata portion of the “target” full year’s bonus shall be deemed to have accrued for the Executive under such bonus plan or program for the portion of the year ended on the date of the termination, which shall be paid to the Executive within 10 days of the date of termination and no later than the Last Payment Date. (b) If Executive’s employment pursuant to this Agreement is terminated (i) by the Corporation without Cause pursuant to Section 7(d) above, or by (ii) if the Corporation elects at any time not to renew or extend this Agreement at the expiration of the then current Term or (iii) Executive due to Good Reasonterminates this Agreement in accordance with the terms set forth in Section 7(e) above, and provided that subsection (c) below does not apply, then, in addition to the amount set forth in payments required by subsection (a) of this Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive7, (i) Base Salary for a period all stock options previously granted but still subject to vesting shall be immediately vested and shall be exercisable until the first to occur of three (y) the expiration date of the applicable option or (z) two (2) years following the date of termination and (ii) continued medical all grants of restricted stock or other rights related to shares of the Corporation’s common stock shall be immediately vested (or the risk of forfeiture, as appropriate, shall terminate) and dental benefits for shall be delivered to Executive at the same time and subject to the same performance conditions as if the Executive had remained employed by the Corporation. The Executive shall also receive, subject to the mitigation provisions of subsection (d) below, in a period single sum payable at the time of three years at termination, and no cost later than the Last Payment Date, a cash severance payment (the “Severance Payment”) from the Corporation. The amount of the Severance Payment shall be equal to the Executive. The Company may cease all payments of ’s then monthly Base Salary and bonus under this Section 6(Bincreased by a factor of twenty percent (20%) to account for the Executive’s loss of benefits, multiplied by the number of months in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment Severance Period as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Appendix A hereof. Executive shall have no further liability or obligation the right to purchase health and dental coverage under or the Company’s group policies then in connection with this Agreement; provided, however, that effect for the Severance Period. The Severance Payment is subject to required withholding. The Executive shall continue not be entitled to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive Severance Payments in any termination or expiration of the Executive's employment hereunder event if he is terminated for any reasonCause as permitted by Section 7(c). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of termination.

Payments Upon Termination. A. (a) Upon termination of this Agreement and Executive’s employment hereunder due to Executive’s death or disability pursuant to Section 5(a) hereof, (i) the Executive (or the Executive's employment hereunder, ’s estate or beneficiaries in the Company shall be obligated to pay and case of the Executive death of the Executive) shall be entitled to receive: (i) all earned Base Salary, on the pay date benefits, compensation and bonuses; (ii) a prorated bonus for the year of the Executive’s death or disability; (iii) a continuation of the Executive’s disability and death benefits; (iv) reimbursement of all unpaid expenses on behalf of the Company; (v) all unpaid and unused vacation days; (vi) all outstanding stock options granted shall immediately vest under the Company’s Employee Option Plan, under the Equity Incentive Compensation or any other Company plan including but not limited to the NQSO between Executive and Company and subject to all of the terms and conditions set forth in the NQSO, granted to Executive during his employment. Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no further rights to any other compensation or benefits hereunder, or any other rights hereunder.. (b) Upon termination of this Agreement and Executive’s employment hereunder (i) by the Company for Cause pursuant to Section 5(b) hereof or by Executive other than for Good Reason pursuant to Section 5(e) hereof, (i) the Company shall pay period in which to Executive an amount equal to Executive’s then Base Salary, unused vacation days and other benefits (including any bonus for a calendar year completed before termination) earned and accrued under this Agreement prior to the date of termination occurs, all accrued (and unpaid Base Salary reimbursement under this Agreement for expenses incurred prior to the date of termination. In addition, the Executive shall be entitled to any benefits to which he is entitled under the terms of any applicable employee benefit plan or program or applicable law. B. Except as provided in Section 7(A), upon termination of the Executive's employment by the Company without Cause or by the Executive due to Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability rights to any other compensation or obligation benefits under this Agreement on or after the termination of employment. (c) Upon termination of this Agreement and Executive’s employment hereunder by the Company without Cause pursuant to Section 5(c) hereof or by Executive for Good Reason pursuant to Section 5(d) hereof, (i) the Company shall pay to Executive: (i) an amount equal to Executive’s then Base Salary and other benefits (including any bonus for a calendar year completed before termination) earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination; (ii) twenty-six .(26) consecutive bi-weekly payments equal to Executive’s then current bi-weekly payments; iii) a lump sum payment for all unused vacation time; and iv) a continuation of Executive’s health insurance benefits for a period of twelve (12) consecutive months; and iv) all outstanding stock options granted shall immediately vest under the Company’s Employee Option Plan, under the Equity Incentive Compensation or any other Company plan including but not limited to the NQSO between Executive and Company and subject to all of the terms and conditions set forth in connection the NQSO, granted to Executive during his employment. Executive shall have no further rights to any other compensation or benefits under this Agreement on or after the termination of employment. (d) In the event of any conflict between any provision in this Agreement and any term of an applicable employee stock option plan, stock option grants, or other equity-based compensation plan, the express terms of this Agreement shall prevail and control. All other provisions of any employee stock option plans, stock grants and/or any other equity-based compensation plan that do not conflict with a provision of this Agreement; provided, however, that the Executive Agreement shall continue to be subject governed by their own terms and conditions as they apply to any and all stock options issued by the Company to the provisions Executive. (e) Unless the payment is required to be delayed pursuant to Code Section 409A (as defined below), the cash amounts payable to the Executive (or the Executive’s estate or beneficiaries in the case of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration the death of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by ) under this Section 6 shall be paid to the Executive (other than a resignation by or the Executive for Good Reason), Executive’s estate or expiration beneficiaries in the case of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion death of the Executive's Base Salary earned or accrued at ) in a single-sum payment within 60 days following the effective date of terminationtermination of this Agreement and Executive’s employment hereunder.

Payments Upon Termination. A. Upon expiration by non-renewal or termination of the Executive's employment hereunderthis Agreement for any reason by either party, the Company shall be obligated to pay and the Executive shall be entitled to receive, on the pay date for the pay period in which the termination occurs, all accrued and unpaid receive payment of (a) Base Salary to through the date of termination. In addition, Completion Date; (b) any unused vacation and paid time off accrued through the Executive shall be entitled to any Completion Date; and (c) applicable employee benefits to which he Executive is entitled under upon the cessation of employment with the Company, in accordance with the terms of any applicable employee benefit plan the plans or program or applicable lawprograms of the Company then in effect. B. Except 4.5.1 Absent or prior to a Change of Control (as provided in Section 7(Adefined below), upon in the event of termination of the Executive's ’s employment by the Company without Cause cause pursuant to Section 4.2.3 or by the Executive due for Good Reason pursuant to Good ReasonSection 4.3.1, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, and the Executive shall also be entitled to receive, (iA) an amount equal to twelve (12) months’ salary at Executive’s then-current Base Salary for a period of three years Salary; and (iiB) continued medical and dental benefits for a period an amount equal to 50% of three years at no cost the bonus paid to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) Executive in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreementprevious year; provided, however, that if such termination occurs prior to the payment to Executive of any bonus, Executive shall continue be entitled to an amount equal to 50% of the bonus to which Executive would be entitled under the current year’s bonus program; and (C) any unvested stock options and other equity awards subject to a vesting schedule and previously granted to Executive, to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed extent that such provisions options and awards would have vested within 90 days after the Completion Date but for Executive’s termination of his employment by Company , shall survive any termination or expiration become fully vested as of the Completion Date. Payment of (A) shall be made in a single lump-sum cash payment, less appropriate deductions and withholding, on the Completion Date. Payment of (B) shall be made in a single lump-sum cash payment as soon as the amount is ascertainable and in no event later than December 31st of the calendar year that contains the last day of the fiscal year or performance year to which the bonus payment is attributable. Notwithstanding the foregoing, if Executive is a “specified employee” (as defined under Section 409A of the Internal Revenue Code; “Section 409A”) and to the extent the “short-term deferral” exception under Section 409A does not apply, then any payments to which Executive is entitled under this Section shall be paid to Executive by the Company in cash and in full, as soon as practicable following six (6) months after Executive's employment hereunder for any reason’s “separation from service” with the Company (as such phrase is defined in Section 409A). Upon any Voluntary Termination by If Executive dies before all severance payments have been paid, such unpaid amounts shall be paid as soon as practicable following Executive’s death to the Executive (other than a resignation by the Executive for Good Reason), or expiration personal representative of Executive's employment agreement’s estate. Within five (5) days of Executive’s request, the Company shall have no further liability under or in connection provide Executive with this Agreement, except to pay the portion a written detailed explanation of the Executive's Company’s analysis supporting its determination that Executive constitutes a “specified employee” (as defined under Section 409A) and that any payment is covered by Section 409A. 4.5.2 In the event of either (A) a termination of this Agreement by the Company without cause pursuant to Section 4.2.3 within 180 days prior to or twelve (12) months following a Change of Control, or (B) a termination of this Agreement by Executive for Good Reason pursuant to 4.3.1 within twelve (12) months after a Change of Control, Executive shall also be entitled to (i) an amount equal to twenty-four (24) months’ Base Salary earned at Executive’s then-current level; (ii) an amount equal to 50% of the bonus to which Executive would be entitled under the current year’s bonus program; and (iii) any unvested stock options and other equity awards subject to a vesting schedule and previously granted to Executive shall become fully vested as of the Completion Date. Payment of (i) shall be made in a single lump-sum cash payment, less appropriate deductions and withholding, on the Completion Date. Payment of (ii) shall be made in a single lump-sum cash payment as soon as the amount is ascertainable and in no event later than December 31st of the calendar year that contains the last day of the fiscal year or accrued at performance year to which the date bonus payment is attributable. Notwithstanding the foregoing, if Executive is a “specified employee” (as defined under Section 409A) and to the extent the “short-term deferral” exception under Section 409A does not apply, then any payments to which Executive is entitled under this Section shall be paid to Executive by the Company in cash and in full, as soon as practicable following six (6) months after Executive’s “separation from service” with the Company (as such phrase is defined in Section 409A). If Executive dies before all severance payments have been paid, such unpaid amounts shall be paid as soon as practicable following Executive’s death to the personal representative of terminationExecutive’s estate. Within five (5) days of Executive’s request, the Company shall provide Executive with a written detailed explanation of the Company’s analysis supporting its determination that Executive constitutes a “specified employee” (as defined under Section 409A) and that any payment is covered by Section 409A. In no event shall Executive be entitled to both the payments provided for in Section 4.5.1 and 4.5.2.

Payments Upon Termination. A. Upon termination of the Executive's ’s employment hereunderhereunder for any reason as so provided for in Section 3 hereof, the Company shall be obligated to pay and the Executive shall be entitled to receive, on such terms and conditions as is customary in the pay date for the pay period in which the termination occursnormal course of business (based on past practice and experience), all accrued and unpaid Base Salary which has accrued for services performed to the date of terminationtermination and which has not yet been paid. In addition, the Executive shall be entitled to any vested benefits to which he is entitled under the terms of any applicable employee Executive benefit plan or program, vested restricted stock plan and stock option plan of the Company, and, to the extent applicable, short-term or long-term disability plan or program with respect to any disability, or any life insurance policies and the benefits provided by such plan, program or policies, or applicable lawlaw as duly adopted from time to time by the Board. B. Except as provided in Section 7(A), upon Upon termination of the Executive's ’s employment by the Company without Cause or by the Executive due to for Good Reason, the Company shall be obligated to pay and the Executive shall be entitled to receive: (1) all of the amounts and benefits described in addition Section 4.A. hereof; and (2) Base Pay for a total of three (3) months, payable in the normal course of business according to the amount set forth Company’s payment policy at that time; and (3) continued participation in all Executive welfare benefit programs of the Company for three (3) months from the Executive’s termination of employment. Payments under Section 6(A4.B., with the exception of amounts due pursuant to Section 4.B(1), are conditioned on the execution by the Executive of a release of all employment-related claims; provided, however, that such release shall be contingent upon the Company’s satisfaction of all terms and conditions of this Section. C. Upon termination of the Executive’s employment upon the death of Executive pursuant to Section 3.A., the Company shall be obligated to pay, and the Executive shall be entitled to receive, : (i1) Base Salary all of the amounts and vested benefits described in Section 4.A.; (2) any death benefit payable under a plan or policy provided by the Company; and (3) continued participation by the Executive’s dependents in the welfare benefit programs of the Company for a period of time no longer than (i) three years and months or (ii) the amount of time remaining in the Term. D. Upon termination of the Executive’s employment upon the Disability of the Executive pursuant to Section 3.B., the Company shall be obligated to pay, and the Executive shall be entitled to receive: (1) all of the amounts and vested benefits described in Section 4.A.; (2) the Base Salary, at the rate in effect immediately prior to the date of his termination of employment due to Disability, for a period no longer than (i) three-months or (ii) the amount of time remaining in the Term, offset by any payments the Executive receives under the Company’s long-term disability plan and any supplements thereto, whether funded or unfunded, which is adopted by the Company for the Executive’s benefit and not attributable to the Executive’s own contributions; and (3) continued medical participation by the Executive and dental benefits his dependents in the welfare benefit programs of the Company for a period of time no longer than (i) three years at no cost to months or (ii) the Executive. The Company may cease all payments amount of Base Salary and bonus under this Section 6(B) time remaining in the event Term. Payments under Section 4.D., with the exception of a willful breach amounts due pursuant to Section 4.D(1), are conditioned on the execution by the Executive or the Executive’s representative of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against all employment-related claims; provided, however, that such release shall be contingent upon the Company’s satisfaction of all terms and conditions of this Section. E. Upon voluntary termination of employment by the Executive (other than for Good Reason as described in Section 4.B.) or termination by the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5for Cause, the Executive Company shall have no further liability or obligation under or in connection with this Agreement; provided, howeverexcept to provide the amounts set forth in Section 4.A. F. Upon voluntary or involuntary termination of employment of the Executive for any reason whatsoever or expiration of the Term, that the Executive shall continue to be subject to the provisions of Sections 8Section 5, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's ’s employment hereunder for any reasonreason whatsoever). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of termination.

Payments Upon Termination. A. Upon termination (a) If the Corporation shall terminate the employment of the Executive's Employee under this Agreement pursuant to Section 9(a) hereof, or if the employment hereunderof the Employee hereunder shall be terminated by the Employee other than in accordance with Section 2 or Section 9(d), then, in any such event, the Company Corporation shall be obligated have no obligation to pay and to the Executive shall be entitled to receive, on the pay date Employee base salary or any other compensation or benefits provided under this Agreement for the pay any period in which the termination occurs, all accrued and unpaid Base Salary to after the date of such termination. In addition, or to pay any Bonus for the Executive shall be entitled to any benefits to year in which he is entitled under the terms of any applicable employee benefit plan or program or applicable law. B. Except as provided in Section 7(A), upon such termination of the Executive's employment by the Company without Cause or by the Executive due to Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreementoccurs; provided, however, that the Executive Corporation shall continue pay all Salary earned by the Employee prior to the date of such termination and the reimbursement of all expenses incurred by the Employee prior to the date of such termination in accordance with Section 7 hereof. Upon termination pursuant to Section 9(a) or by the Employee other than in accordance with Section 2 or Section 9(d), all options granted to the Employee pursuant to Section 5 shall immediately be subject canceled and no further options shall vest. (b) If the employment of the Employee hereunder shall terminate pursuant to subsections 9(b) or (c) hereof, if the employment of the Employee shall be terminated by the Corporation in accordance with Section 2 hereof, or if the Employee shall be terminated by the Corporation other than in accordance with the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except the Corporation shall pay to pay the portion Employee or the Employee's Estate, as the case may be, the Salary and target Bonus for the fiscal year in which the termination occurs, prorated for the number of weeks during which the Employee was employed by the Corporation during such fiscal year. (c) In the event that the Corporation terminates the employment of the ExecutiveEmployee by delivering notice in accordance with Section 2, or for any reason other than those set forth in Section 9 above, the Employee shall receive as severance an amount equal to 120 days of Salary and benefits. Such severance pay shall be paid in equal monthly installments, commencing the month following such termination, and shall be payable in accordance with the Corporation's Base Salary earned or accrued at the date of terminationcustomary practices for Employees.

Payments Upon Termination. A. Upon termination of the Executive's ’s employment hereunder, the Company shall be obligated to pay and the Executive shall be entitled to receive, on within 10 days following the pay Executive’s date for of termination or such earlier date as may be required under applicable law, the pay period in which the termination occurs, all accrued and unpaid Base Salary which has accrued for services performed to the date of terminationtermination and which has not yet been paid. In addition, the Executive shall be entitled to any vested benefits to which he is entitled under the terms of any applicable employee benefit plan or program, long-term incentive plan, restricted unit plan and unit option plan of the Company, and, to the extent applicable, short-term or long-term disability plan or program with respect to any disability, or any life insurance policies and the benefits provided by such plan, program or policies, or applicable lawlaw as duly adopted from time to time by the Board, and in all events subject to the payment timing and other restrictions as may be set forth in such plan or program. B. Except as provided in Section 7(A), upon Upon termination of the Executive's ’s employment during the Term by the Company without Cause or by the Executive due for Good Reason pursuant to Good ReasonSections 5.C. or 5.D., in addition to the amount set forth in Section 6(A)as applicable, the Company shall be obligated to pay, pay and the Executive shall be entitled to receive: (1) all of the amounts and benefits described in Section 6.A. hereof; (2) a lump-sum payment, payable on the 60th day following the Executive’s date of termination, equal to the amount of one year of the Executive’s Base Salary; and (i3) Base Salary continued participation by the Executive and his dependents in all group health plans (medical, dental and vision), if any, of the Company for the remainder of the Term or, if shorter, for a period of three years and eighteen (ii18) continued medical and dental benefits for a period of three years at no cost to months following the Executive’s termination of employment, as if there had been no termination of employment. The Company may cease all payments Payments under Section 6.B., with the exception of Base Salary and bonus under this amounts due pursuant to Section 6(B) in 6.B(1), are contingent upon the event Executive’s execution of a willful breach release of all employment-related claims within 50 days following the Executive’s date of termination that is not revoked by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or during any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then applicable revocation period provided in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreementrelease; provided, however, that such release shall be contingent upon the Company’s satisfaction of all terms and conditions of this Section. The release shall be provided to the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of within five days following the Executive's ’s date of termination. C. If in connection with or within the 18 month period following the occurrence of a Change of Control, the Executive’s employment hereunder for any reason). Upon any Voluntary Termination is terminated during the Term by the Executive (other than a resignation Company without Cause or by the Executive for Good Reason)Reason pursuant to Sections 5.C. or 5.D., or expiration as applicable, in lieu of Executive's employment agreementthe severance benefits under Section 6.B., the Company Executive will be entitled to the benefits identical to those set forth in Section 6.B. except that the amount described in subsection (2) will be equal to the sum of (i) one year of the Executive’s Base Salary and (ii) the Executive’s most recent annual bonus (if Executive has not received a bonus for calendar year 2012, the amount in clause (ii) shall have no further liability be deemed to be equal to $425,000). Payment of severance amounts under or this Section 6.C is subject to the release requirement described in connection with Section 6.B. For purposes of this Agreement, except “Change of Control” means, and shall be deemed to pay have occurred upon the portion occurrence of one or more of the Executive's Base Salary earned following events: (i) any transaction or accrued at series of transactions pursuant to which Charlesbank Capital Partners, LLC and/or Vitol Holding B.V. or their respective Affiliates, cease to be the date beneficial owner, on a combined basis, of termination50% or more of the combined voting power of the equity interests in the General Partner; (ii) the limited partners of the MLP approve, in one or a series of transactions, a plan of complete liquidation of the MLP; (iii) the sale or other disposition by either the General Partner or the MLP of all or substantially all of its assets in one or more transactions to any individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity (a “Person”) other than the General Partner or an Affiliate of the General Partner; or (iv) a transaction resulting in a Person other than the General Partner or an Affiliate of the General Partner being the general partner of the MLP. For purposes of this Agreement, “Affiliate” means with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

Payments Upon Termination. A. Upon termination of (a) If the Executive's employment hereundershall be terminated for Cause, or by termination of the Agreement through nonrenewal, the Company Bank and/or Corporation shall be obligated to pay and the Executive shall be entitled or his estate his full Annual Direct Salary through the date of termination at the rate in effect at the time of termination and any other amounts owing to receive, on the pay date for the pay period in which the termination occurs, all accrued and unpaid Base Salary to Executive at the date of termination. In addition, and the Bank and/or Corporation shall have no further obligations to the Executive shall be entitled to any benefits to which he is entitled under the terms of any applicable employee benefit plan or program or applicable lawthis Agreement. B. Except as provided in Section 7(A), upon termination of (b) If the Executive's employment is terminated by the Company without Cause Bank and/or Corporation (other than pursuant to Paragraphs 9(a), 9(b) or by 9(c) hereof or as a result of nonrenewal of this Agreement), or if the Executive due to shall terminate his employment for Good Reason, in addition to then the amount set forth in Section 6(A), the Company Bank and/or Corporation shall be obligated to pay, and pay the Executive shall be entitled to receive, (i) Base his full Annual Direct Salary for a period from the date of three years and (ii) continued medical and dental benefits for a period of three years at no cost to termination through the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive last day of the provisions of Sections 8, 9 or 10 term of this Agreement or any inadvertent breach that continues after notice given and shall have no other obligation to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the CompanyExecutive. C. In the event Executive elects to terminate employment as set forth in Section 5(F(c) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of If the Executive's employment hereunder pursuant to Section 5shall be terminated by the Bank and/or Corporation because of Executive's disability, the Executive shall have no further liability or obligation under or right to payment other than those rights set forth in connection with this Agreement; providedthe Bank's then existing short term and long term disability plans, however, that and the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 stock option and 12 hereof contingent compensation benefits as set forth in Paragraph 4(c) and 4(d) respectively. (it being understood and agreed that such provisions shall survive any termination or expiration of d) If the Executive's employment hereunder for any reason). Upon any Voluntary Termination by shall be terminated because of his death, the Bank and/or corporation shall pay the Executive (or his estate his full Annual Direct Salary through the date of termination at the rate in effect at the time of termination and any other than a resignation by amounts owing to the Executive for Good Reasonand, with the exception of those stock option and contingent compensation benefits set forth in Paragraphs 4(c) and 4(d), or expiration of Executive's employment agreement, the Company Bank and corporation shall have no further liability obligations to Executive under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of termination.

Payments Upon Termination. A. Upon (a) If the Executive’s employment shall be terminated because of death, disability or for Cause or if Executive voluntarily terminates his employment without “Good Reason”, the Bank shall pay the Executive or his fiduciary his full Annual Direct Salary through the date of termination at the rate in effect at the time of termination, plus any accrued benefits at the time of termination, and the Corporation and Bank shall have no further obligation to the Executive under this Agreement. (b) If the Executive’s employment is terminated by the Corporation or Bank (other than pursuant to paragraphs 10(a) or 10(b) or 10(c) hereof), then the Bank shall pay the Executive his full Annual Direct Salary (as defined in this Agreement) from the date of termination through the last day of the term of this Agreement or an amount equal to his current Annual Direct Salary, whichever is greater. Such amount will be paid in a lump sum within ten (10) days following the date of termination of the Executive's employment hereunderemployment. In addition, the Company Executive shall be obligated entitled to a continuation of employee benefits, in the manner described in paragraph 11(d)(ii) hereof, for a period of one year following Executive’s termination of employment under this paragraph 11(b). (c) If the Executive terminates his employment for “Good Reason”, other than following a Change in Control, as defined herein, then the Bank shall pay the Executive an amount equal to his Annual Direct Salary. Such amount shall be paid in a lump sum within ten (10) days following the date of termination of employment. In addition, Executive shall be entitled to a continuation of employee benefits, in the manner described in paragraph 11(d)(ii) hereof, for a period of one year following Executive’s termination of employment under this paragraph 11(c). (d) If the Executive terminates his employment for “Good Reason” during the period commencing with the date of any “Change in Control”, as defined herein, and ending on the second anniversary of the date of the Change in Control, then the Executive shall be entitled to receive, on receive the pay date for the pay period in which the termination occurs, all accrued following payments and unpaid Base Salary to the date of termination. In addition, the Executive shall be entitled to any benefits to which he is entitled under the terms of any applicable employee benefit plan or program or applicable law. B. Except as provided in Section 7(A), upon termination of the Executive's employment by the Company without Cause or by the Executive due to Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of termination.benefits:

Payments Upon Termination. A. Upon termination (a) If, during the term of the this Agreement, Executive's ’s employment hereunderis terminated for any reason, the Company shall be obligated to pay and the Executive shall be entitled to receive, on receive the pay date for following compensation: (i) the pay period in which the termination occurs, all accrued and unpaid portion of his then current Annual Base Salary which has accrued through his date of termination; (ii) any vested bonus payments, stock options or restricted stock to which Executive is entitled as of the date of termination. In addition, the Executive shall be entitled termination pursuant to this Agreement or any benefits to plan in which he is entitled under then participating, provided the terms payment thereof is not contingent or conditional on Executive’s continued employment with the Company or the satisfaction of any applicable employee benefit plan other condition which has not been satisfied; and (iii) any payments for unused vacation and reimbursement of expenses, which are due, accrued or program or applicable lawpayable as of the date of Executive’s termination. B. Except as provided in Section 7(A), upon termination of the (b) If Executive's ’s employment is terminated by the Company without Cause or by Cause, but not in connection with a Change in Control (as defined below), then the Executive due Company shall pay to Good ReasonExecutive, in addition to the amount amounts set forth in Section 6(A6.6(a), the following payments provided he signs and complies with a release of claims in a form acceptable to the Company: his then-current Annual Base Salary and target bonus for a twelve (12)-month period, payable in accordance with the Company’s normal payroll procedures and policies. Additionally, Executive will receive continuation of health benefits for twelve (12) months. (c) If, either 30 days before or within 18 months following a Change in Control (as defined below), the Company terminates Executive’s employment without Cause, or if Executive terminates his employment for Good Reason, then the Company shall be obligated pay to payExecutive, in addition to the amounts set forth in Section 6.6(a), the following amount provided he (i) signs and complies with a release of claims in a form acceptable to the Company, and (ii) complies with the terms of his Non-Competition Agreement (dated July 20, 2004): a lump sum amount equal to two (2) times the sum of Executive’s Annual Base Salary and prorated targeted annual bonus. Additionally, Executive will receive continuation of health benefits for twenty-four (24) months. If Executive receives payment under this Section 6.6(c), then he shall not receive any payments under Section 6.6(b), above. As used herein, Change in Control shall mean: (i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (“Exchange Act”) becoming the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s then outstanding voting securities; (ii) The approval by stockholders of the Company of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (iii) The approval by the stockholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of at least 50% or more of the Company’s assets determined at their fair market value. (d) If Executive’s employment terminates for (i) Cause, (ii) as a result of death or his becoming permanently disabled (as defined in Section 6.3), or (iii) due to voluntary resignation for any reason other than for Good Reason either 30 days before or within 18 months following a Change in Control, then Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost only to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as compensation set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate6.6(a). D. Upon (e) Notwithstanding anything herein to the contrary, to the extent that the Company in good faith determines that any termination or expiration payment pursuant to this Section 6.6 provides for a “deferral of compensation” under Section 409A of the Executive's employment hereunder Internal Revenue Code, as amended (“Section 409A”), no amounts shall be payable to Executive pursuant to this Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject 6.6 prior to the provisions earlier of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination i) Executive’s death or expiration “disability” (within the meaning of the Executive's employment hereunder for any reasonSection 409A(a)(2)(C). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, (ii) the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at date that is six months following the date of terminationExecutive’s “separation from service” with the Company (within the meaning of Section 409A).

Payments Upon Termination. A. Upon (a) Except as otherwise provided in subsection (b) of this Section 7, upon termination of the Executive's employment hereunderby the Corporation, all compensation due Executive under this Agreement and under each plan or program of the Company Corporation in which he may be participating at the time shall cease to accrue as of the date of such termination (except, in the case of any such plan or program, if and to the extent otherwise provided in the terms of such plan or program), and all such compensation accrued as of the date of such termination but not previously paid shall be obligated paid to pay and Executive at the time such payment otherwise would be due. Unless otherwise expressly provided in the terms of the bonus plan or program of the Corporation in which the Executive is a participant at the time of his termination, if the termination of Executive's employment is not for Cause, then a pro rata portion of the "target" full year's bonus shall be deemed to have accrued for the Executive under such bonus plan or program for the portion of the year ended on the date of the termination, which shall be paid to the Executive at the time bonus payment otherwise would be due. (b) If Executive's employment pursuant to this Agreement is terminated without Cause pursuant to subsection (d) of Section 6 herein, then, in addition to the payments required by subsection (a) of this Section 7, Executive shall be entitled to the vesting of all options previously granted but still subject to vesting, and shall receive, on the pay date for the pay period in which the termination occurs, all accrued and unpaid Base Salary subject to the date mitigation provisions of termination. In additionSection 11(a) below, the Executive shall be entitled to any benefits to which he is entitled under the terms of any applicable employee benefit plan or program or applicable law. B. Except as provided in Section 7(A), upon termination of the Executive's employment by the Company without Cause or by the Executive due to Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and twenty-four months (iithe "Severance Period") continued medical and dental benefits for a period cash severance payment (the "Severance Payment") from the Corporation. The amount of three years at no cost the Severance Payment shall be equal to the Executive's then monthly Base Salary increased by a factor of twenty percent (20%) to account for the Executive's loss of benefits. The Company may cease all payments Severance Payment shall be due and payable on the 20th day of Base Salary each month and bonus is subject to required withholding. The Executive shall also be entitled to the benefits under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 Corporation elects at any time not to renew or 10 of extend this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the 1. The Executive shall have no further liability or obligation under or not be entitled to a Severance Payment in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder event if he is terminated for any reason). Upon any Voluntary Termination Cause as permitted by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of terminationSection 6.

Payments Upon Termination. A. (a) Upon termination of this Agreement and the Executive's ’s employment hereunderhereunder due to the Executive’s death or disability pursuant to Section 4(a) hereof, the Company shall be obligated to pay and (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive, on the pay date for the pay period in which the termination occurs, all accrued and unpaid receive any Base Salary earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination. In addition, ) and (ii) the Executive shall be entitled to any benefits to which he is entitled under (or the terms Executive’s estate or beneficiaries in the case of any applicable employee benefit plan or program or applicable law. B. Except as provided in Section 7(A), upon termination the death of the Executive's ) shall have no further rights to any other compensation or benefits hereunder, or any other rights hereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company’s plans and arrangements in accordance with their terms). (b) Upon termination of this Agreement and the Executive’s employment hereunder by the Company without for Cause or by the Executive due pursuant to Good Reason, in addition to the amount set forth in Section 6(A)4(b) hereof, the Company shall be obligated pay to pay, and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost an amount equal to the Executive. The Company may cease all payments of ’s then Base Salary and bonus other benefits earned and accrued under this Section 6(B) in Agreement prior to the event date of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of termination (and reimbursement under this Agreement or any inadvertent breach that continues after notice given for expenses incurred prior to the Executive by the Company. As a condition precedent to the receipt date of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company termination); and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F(y) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability rights to any other compensation or obligation benefits under this Agreement on or in connection with after the termination of employment. (c) Upon termination of this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 Agreement and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's ’s employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreementCompany without Cause pursuant to Section 4(c) hereof, the Company shall have no further liability under or in connection with this Agreement, except (i) pay to pay the portion of the Executive's Executive his then Base Salary and other benefits earned or and accrued at under this Agreement prior to the date of termination; (ii) during each twelve (12) month period following such termination without Cause, and for a total of thirty-six (36) months, pay to the Executive an annual amount equal to thirty-five percent (35%) of the Executive’s then Base Salary earned under this Agreement immediately prior to the date of termination, in equal monthly installments, commencing on the date of termination and ending thirty-five months thereafter; and (iii) the Executive shall have no further rights to any other compensation or benefits under this Agreement on or after the termination of employment. (d) Unless the payment is required to be delayed pursuant to Code Section 409A (as defined below), the cash amounts payable to the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) under this Section 5 shall be paid to the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) in accordance with the regular payroll practices of the Company following the effective date of termination of this Agreement and the Executive’s employment hereunder. (e) The Executive acknowledges that, if required by the Company prior to making the payments and benefits set forth in Section 5 (other than accrued but unpaid Base Salary and other benefits), all such payments and benefits are subject to his execution of a general release from liability of the Company and its respective officers, directors and employees, and such release becoming irrevocable by its terms. If the Executive fails to execute such release, or such release does not become irrevocable, all such payments and benefits set forth in Section 5 hereof shall be forfeited.

Payments Upon Termination. A. a) Upon termination of this Agreement and Executive’s employment hereunder due to Executive’s death or disability pursuant to Section 5(a) hereof, (i) the Executive (or the Executive's employment hereunder, ’s estate or beneficiaries in the Company shall be obligated to pay and case of the Executive death of the Executive) shall be entitled to receive: (i) all earned Base Salary, on the pay date benefits, compensation and bonuses; (ii) a prorated bonus for the year of the Executive’s death or disability; (iii) a continuation of the Executive’s disability and death benefits; (iv) reimbursement of all unpaid expenses on behalf of the Company; (v) all unpaid and unused vacation days; (vi) all outstanding stock options granted shall immediately vest under the Company’s Employee Option Plan, under the Equity Incentive Compensation or any other Company plan including but not limited to the NQSO between Executive and Company and subject to all of the terms and conditions set forth in the NQSO , granted to Executive during his employment Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no further rights to any other compensation or benefits hereunder, or any other rights hereunder. b) Upon termination of this Agreement and Executive’s employment hereunder (i) by the Company for Cause pursuant to Section 5(b) hereof or by Executive other than for Good Reason pursuant to Section 5(e) hereof, (i) the Company shall pay period in which to Executive an amount equal to Executive’s then Base Salary, unused vacation days, and other benefits (including any bonus for a calendar year completed before termination) earned and accrued under this Agreement prior to the date of termination occurs, all accrued (and unpaid Base Salary reimbursement under this Agreement for expenses incurred prior to the date of termination. In addition, the Executive shall be entitled to any benefits to which he is entitled under the terms of any applicable employee benefit plan or program or applicable law. B. Except as provided in Section 7(A), upon termination of the Executive's employment by the Company without Cause or by the Executive due to Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability rights to any other compensation or obligation benefits under this Agreement on or after the termination of employment. c) Upon termination of this Agreement and Executive’s employment hereunder by the Company without Cause pursuant to Section 5(c) hereof or by Executive for Good Reason pursuant to Section 5(d) hereof, (i) the Company shall pay to Executive: (i) an amount equal to Executive’s then Base Salary and other benefits (including any bonus for a calendar year completed before termination) earned and accrued under this Agreement prior to the date of termination and reimbursement under this Agreement for expenses incurred prior to the date of termination; (ii) twenty-six (26) consecutive bi-weekly payments equal to Executive’s then current bi-weekly payments; iii) a lump sum payment for all unused vacation time; and iv) a continuation of Executive’s health insurance benefits for a period of twelve (12) consecutive months; and iv) all outstanding stock options granted shall immediately vest under the Company’s Employee Option Plan, under the Equity Incentive Compensation or any other Company plan including but not limited to the NQSO between Executive and Company and subject to all of the terms and conditions set forth in connection the NQSO, granted to Executive during his employment. Executive shall have no further rights to any other compensation or benefits under this Agreement on or after the termination of employment.. d) In the event of any conflict between any provision in this Agreement and any term of an applicable employee stock option plan, stock option grants, or other equity-based compensation plan, the express terms of this Agreement shall prevail and control. All other provisions of any employee stock option plans, stock grants and/or any other equity-based compensation plan that do not conflict with a provision of this Agreement; provided, however, that the Executive Agreement shall continue to be subject governed by their own terms and conditions as they apply to any and all stock options issued by the Company to the provisions Executive. e) Unless the payment is required to be delayed pursuant to Code Section 409A (as defined below), the cash amounts payable to the Executive (or the Executive’s estate or beneficiaries in the case of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration the death of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by ) under this Section 6 shall be paid to the Executive (other than a resignation by or the Executive for Good Reason), Executive’s estate or expiration beneficiaries in the case of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion death of the Executive's Base Salary earned or accrued at ) in a single-sum payment within 60 days following the effective date of terminationtermination of this Agreement and Executive’s employment hereunder.

Payments Upon Termination. A. Upon termination of Employee’s employment for any reason prior to the Executive's employment hereunderexpiration of the Term, the Company shall be obligated to pay pay, and the Executive Employee shall be entitled to receive, on the pay date for the pay period in which the termination occurs, : 1. all accrued and unpaid Base Salary to the date of termination; 2. In additionany earned, but unpaid, bonuses for the Executive shall be bonus year ending prior to the date of termination; 3. all incurred but unreimbursed business expenses for which Employee is entitled to reimbursement; and 4. any benefits to which he is entitled under the terms of any applicable employee benefit plan or program program, or applicable law., B. Except as provided in Section 7(A), upon Upon termination of the Executive's Employee’s employment by the Company without Cause or by the Executive due pursuant to Good Reason, in addition to the amount set forth in Section 6(A)5.C., the Company shall be obligated to paypay or provide, and the Executive Employee’s estate or beneficiary shall be entitled to receive: 1. all of the amounts and benefits described in Section 6.A.; and 2, either (a) a lump sum payment equal to 1.5 times the sum of (i) Employee’s Base Salary for a period of three years and Salary, plus (ii) the most recent annual bonus earned by Employee or (b) a lump sum payment equal to 1.5 times Employee’s Base Salary and, solely for purposes of determining Employee’s vesting under any Options, the number of shares that would become vested under such Options during the 12-month period following Employee’s termination date if Employee’s employment had continued medical and dental benefits for a during such period shall become vested on his termination of three years at no cost employment date, whichever of (a) or (b) is elected by Employee in writing to the Executive. The Company may cease all payments within five days of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Companyhis termination date. C. In the event Executive elects of any termination of employment under Section 5, Employee shall be under no obligation to terminate seek other employment as set forth in Section 5(F) then in such event and there shall be no offset against amounts due Employee under this Agreement on account of any options not vested as set forth in Section 3(B) shall terminateremuneration attributable to any subsequent employment or self-employment that he may obtain. D. Upon any The Company and Employee have previously or contemporaneously with this Agreement entered into a Severance Agreement which provides certain payments and benefits to Employee upon a qualified termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with a change of control of the Company. Notwithstanding anything in this Agreement; provided, however, that the Executive shall continue to be subject Agreement to the provisions of Sections 8contrary, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions to the extent Employee is entitled to receive any severance payment or benefits under the Severance Agreement any severance payment or benefits to which Employee is otherwise entitled to receive under this Agreement shall survive any termination be reduced or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination offset by the Executive (other than a resignation severance payment or benefit payable under the Severance Agreement in such manner as is appropriate, as determined in good faith by the Executive for Good Reason)Board, or expiration to prevent a duplication of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of termination.such payment and benefits

Payments Upon Termination. A. Upon termination of the Executive's ’s employment hereunder, the Company shall be obligated to pay and the Executive shall be entitled to receive, on within ten (10) days of termination, the pay date for the pay period in which the termination occurs, all accrued and unpaid Base Salary which has accrued for services performed to the date of terminationtermination and which has not yet been paid. In addition, the Executive shall be entitled to any vested benefits to which he is entitled under the terms of any applicable employee benefit plan or program, long-. term incentive plan, restricted unit plan and unit option plan of the Company, and, to the extent applicable, short-term or long-term disability plan or program with respect to any disability, or any life insurance policies and the benefits provided by such plan, program or policies, or applicable lawlaw as duly adopted from time to time by the Board, and in all events subject to the payment timing and other restrictions as may be set forth in such plan or program. B. Except as provided in Section 7(A), upon Upon termination of the Executive's ’s employment by the Company without Cause or by the Executive due to for Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, pay and the Executive shall be entitled to receive: (1) all of the amounts and benefits described in Section 6.A. hereof; (2) a lump sum payment, within 10 days of termination, equal to twelve (i12) months of the Executive’s Base Salary for a period of three years and Salary; and (ii3) continued medical participation in all group health plans (medical, dental and dental benefits vision), if any, of the Company for a period the remainder of three years at no cost to the Term or, if longer, until the first anniversary of the Executive’s termination of employment, as if there had been no termination of employment. The Company may cease all payments Payments under Section 6.B., with the exception of Base Salary and bonus under this amounts due pursuant to Section 6(B) in 6.B(1), are conditioned on the event of a willful breach execution by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreementall employment-related claims; provided, however, that such release shall be contingent upon the Executive shall continue to be subject to Company’s satisfaction of all terms and conditions of this Section. C. If within the provisions one (1) year period following the occurrence of Sections 8a Change of Control, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's ’s employment hereunder for any reason). Upon any Voluntary Termination is terminated by the Executive (other than a resignation Company without Cause or by the Executive for Good Reason), or expiration in lieu of Executive's employment agreementthe severance benefits under 6.B., the Company shall have no further liability under or Executive will be entitled to the benefits identical to those set forth in connection with Section 6.B. except that the amount described in subsection (2) will be equal to twenty-four (24) months of the Executive’s Base Salary. For purposes of this Agreement, except “Change of Control” means, and shall be deemed to pay have occurred upon the portion occurrence of one or more of the Executive's Base Salary earned following events: (i) any “person” or accrued at “group” within the date meaning of terminationthose terms as used in Sections 13(d) and 14(d)(2) of the Exchange Act, other than SemGroup, L.P., an Oklahoma limited partnership, and its Affiliates, shall become the beneficial owner, by way of merger, consolidation, recapitalization, reorganization or otherwise, of 50% or more of the combined voting power of the equity interests in the General Partner or the MLP; (ii) the limited partners of the MLP approve, in one or a series of transactions, a plan of complete liquidation of the MLP; (iii) the sale or other disposition by either the General Partner or the MLP of all or substantially all of its assets in one or more transactions to any individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government body or agency or political subdivision thereof or other entity (a “Person”) other than the General Partner or an Affiliate of the General Partner; or (iv) a transaction resulting in a Person other than the General Partner or an Affiliate of the General Partner being the general partner of the MLP. Payments under Section 6.C., with the exception of amounts due pursuant to Section 6.B(1), are conditioned on the execution by the Executive of a release of all employment-related claims; provided, however, that such release shall be contingent upon the Company’s satisfaction of all terms and conditions of this Section.

Payments Upon Termination. A. Upon termination of (a) If the Executive's ’s employment hereundershall be terminated because of death, disability, Executive’s resignation other than pursuant to Section 9(b)(ii) below, or for Cause, the Company shall be obligated to pay and the Executive shall be entitled to receive(or his executor, on the pay date for the pay period in which the termination occursadministrator or other personal representative, all accrued and unpaid Base as applicable) his full Annual Direct Salary to through the date of termination. In addition, the Executive shall be entitled to any benefits to which he is entitled under the terms of any applicable employee benefit plan or program or applicable law. B. Except as provided in Section 7(A), upon termination of employment at the Executive's employment by rate in effect at the Company without Cause or by the Executive due to Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, time of termination and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability obligations to the Executive under this Agreement (and the Executive shall not be entitled to payment of any unpaid bonus or incentive award). (b) If the Executive’s employment is terminated by the Company without Cause, then the Company shall pay to the Executive, as full and complete liquidated damages hereunder, an amount equal to the Executive’s then Annual Direct Salary determined on a monthly basis and multiplied by twelve (12), with such amount payable in connection with this Agreementtwelve (12) equal monthly installments. The Company shall also maintain in full force and effect, except for the continued benefit of the Executive for twelve (12) months, any medical or health-and-accident plan or arrangement of the Company in which the Executive is a participant at the time of such termination of employment; provided that the Executive shall remain responsible for continuing to pay the portion his share of the Executive's Base Salary earned costs of such coverage; provided further that the Company shall not be under any duty to maintain such coverage if the Executive becomes eligible for coverage under any other employer’s insurance and the Executive shall give the Company prompt notice of when such eligibility occurs. No payments or accrued at benefits shall be provided hereunder (i) unless and until the date Company has first received a signed general release from the Executive in a form acceptable to the Company releasing the Company and Affiliates and any other parties identified by the Company and Affiliates therein, and (ii) to the extent that the Executive has breached any of terminationhis post-termination obligations hereunder.

Payments Upon Termination. A. Upon termination of (i) If the Executive's employment hereunderis terminated by the Company for any reason other than "cause" (as defined in Section 4(d)(i) hereof) or by the Executive for "good reason" (as defined in Section 4(d)(iii) hereof) at any time during the Employment Period or any extension thereof, the Company shall be obligated to pay and to, or provide for, as the case may be, the Executive, for the remainder of the Employment Period, at the times otherwise provided in this Agreement as if the Executive shall be entitled to receive, on the pay date for the pay period had not been terminated: (A) his Salary then in which the termination occurs, all effect as accrued and unpaid Base Salary to through the date of termination. In additiontermination and twelve (12) months Salary, which Salary shall be payable in equal monthly installments during such period in accordance with existing payroll policies as well as any annual bonus to which the Executive would have been entitled during such period under Company bonus policies in effect as of the time of the termination of the executive; (B) to the extent applicable, the Executive shall be entitled to any benefits sickness and health insurance and other benefit programs to which he is would have been entitled under this Agreement if he had remained in the terms employ of any applicable employee benefit plan or program or applicable lawthe Company for such period. B. Except as provided in Section 7(A), upon termination of (ii) If the Executive's employment is terminated (A) by the Company without Cause for "cause", or (B) by the Executive due to Good Reasonby resignation without "good reason", in addition to or (C) upon the amount set forth in Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 death or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration Total Disability of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, then the Company shall have no further liability under to the Executive, except for the Salary which has accrued through the date of termination, which amounts shall be paid by the Company within thirty (30) days of such termination, or in connection accordance with applicable law. If the Executive's employment is terminated due to his death or his Total Disability, then, in addition to the Salary which has accrued through the date of termination, the Executive or his estate shall receive the Salary then in effect for a period of three (3) months after the date of termination in equal monthly installments. (iii) If the Executive's employment with the Company is terminated by the Company without cause within six (6) months of a Change in Control (as defined below) or the Executive resigns within six (6) months of a Change in Control, then the Company shall pay to the Executive, his Salary then in effect as accrued through the date of termination and twelve (12) months Salary, which Salary shall be payable in equal monthly installments during such period in accordance with existing payroll policies as well as any annual bonus to which the Executive would have been entitled during such period under Company bonus policies in effect as of the time of the termination of the executive. (iv) Notwithstanding any other provision of this Section 4(c), if the Executive violates any covenant, term or condition of this Agreement or the Proprietary Rights Agreement, except the Company shall be entitled, in addition to pay any other remedies it may have hereunder or at law or in equity, to offset the amount of any payment otherwise due to the Executive pursuant to this Section 4(c) against any loss or damage incurred by the Company as a result of the Executive's violation of said covenant, term or condition. (A) The Executive and the Company agree that, should the whole or any part or portion of the Executive's Base Salary earned Salary, benefits, perquisites and rights upon termination under Section 4(c) (the "Gross Benefits") be -------------- determined or accrued construed to be excessive under Code Section 280G so as to prompt any Tax Loss to the Executive (the Gross Benefits less the Executive's Tax Loss shall be referred to as the "Net Benefits"), then, to the extent it is possible ------------ to increase the amount of the Net Benefits by reducing the Gross Benefits because a reduction in Gross Benefits reduces the amount of the Executive's Tax Loss, then the Gross Benefits shall be reduced in such amount that maximizes the Net Benefits. To the extent that the Gross Benefits are reduced in accordance with this Section 4(c)(v)(A), the Executive's rights and benefits will be reduced in the following order of priority, or in such other order as determined by Executive: (i) incentive bonus payments, if any; (ii) welfare benefit plan payments; (iii) stock option purchase payments under any qualified stock option plan; (iv) retirement benefits; (v) Incentive compensation payments; and (vi) base salary payments. (B) If the parties within sixty (60) days cannot agree as to whether a payment to the Executive is excessive under the Code, then, in order to facilitate this Agreement, the following procedures shall be followed to determine whether a payment results in a Tax Loss to the Executive under Section 280G: (i) Immediately upon termination after a Change in Control and pursuant to written notice by the Executive or the Company, the Company's independent auditors shall choose Tax Counsel who is acceptable to the Executive. Tax Counsel shall be a person unaffiliated with both the Executive and the Company and who is either a certified public accountant who is a member of a "Big 6" accounting firm, or any attorney at law who is a member of a major law firm, and who is experienced in matters concerning Section 280G. Tax Counsel's fees and other costs shall be paid by the date Company. (ii) All or part of terminationa payment or benefit due under this Agreement shall be treated as resulting in a Tax Loss to the Executive under Section 280G if, in the written opinion of Tax Counsel, it is more likely than not that such payment or benefit will result in a Tax Loss to the Executive under Section 280G. In making this determination, Tax Counsel shall take into account all relevant facts and circumstances and may take into account such authorities as he deems relevant (and shall not be limited to those items that constitute "substantial authority" under Code Section 6661). (iii) All opinions of Tax Counsel shall be binding upon the Company and the Executive and, to the extent possible, shall be provided within 60 days of the Executive's termination of employment. (iv) Immediately after Tax Counsel provides his opinion and after any waiver by the Executive pursuant to paragraph (B) of this section, the Company shall pay or provide benefits to the Executive required by this Agreement.

Payments Upon Termination. A. Upon termination (a) If the Corporation shall terminate the employment of the Executive's Executive under this Agreement pursuant to Section 9 (a) hereof, or if the employment hereunderof the Executive hereunder shall be terminated by the Executive other than in accordance with Section 2 hereof, then, in any such event, the Company Corporation shall be obligated have no obligation to pay and to the Executive shall be entitled to receive, on the pay date his Salary or any other compensation or benefits provided under this Agreement for the pay any period in which the termination occurs, all accrued and unpaid Base Salary to after the date of such termination. In addition, or to pay any Bonus for the Executive shall be entitled to any benefits to year in which he is entitled under the terms of any applicable employee benefit plan or program or applicable law. B. Except as provided in Section 7(A), upon such termination of the Executive's employment by the Company without Cause or by the Executive due to Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreementoccurs; provided, however, that the Corporation shall pay all Salary earned by the Executive prior to the date of such termination and the reimbursement of all expenses incurred by the Executive prior to the date of such termination in accordance with Section 7 hereof. Upon a termination pursuant to Section 9 (a) or by the Executive, all options and restricted shares granted to Executive pursuant to Section 5 shall immediately be canceled and no further options shall vest. (b) If the employment of the Executive hereunder shall terminate pursuant to Sections 9 (b) or (c) hereof, if the employment of the Executive shall continue to be subject to terminated by the Corporation in accordance with Section 2 hereof, or if the Executive shall be terminated by the Corporation other than in accordance with the provisions of Sections 8this Agreement, 9the Corporation shall pay to the Executive or his Estate, 10as the case may be, 11 the Salary and 12 hereof Bonus for the fiscal year in which such termination occurs, prorated for the number of weeks during which the Executive was employed by the Corporation during such fiscal year. (it being understood c) In the event that the Corporation terminates the employment of the Executive by delivering notice in accordance with Section 2, or for any reason other than those set forth in Section 9 above, the Executive shall receive as severance an amount equal to the greater of (i) Six (6) months salary, and agreed (ii) the amount of salary that would have been payable to the Executive form the date of Notice of Termination until the end of the Term, had the Corporation not delivered such provisions Notice of Termination. Such severance pay shall survive be paid in equal monthly installments, commencing the month following such termination, and shall be payable in accordance with the Corporation's customary practices for executive officers. (d) In the event that the employment of the Executive is terminated due to a Total Disability or the death of the Executive in accordance with Section 9 (6) or 9 (c) hereof, then the Executive or his designated beneficiary, as the case may be, shall be entitled to receive such amounts as are provided for in any termination disability policy or expiration life insurance policy provided by the Corporation for the benefit of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of termination.

Payments Upon Termination. A. Upon termination (a) In the event that the Executive’s employment is terminated by the Company without “cause,” or by the Executive for “good reason,” then, if no Change of Control (as defined below) has occurred on or before the date of such termination, the following provisions shall apply: (i) The Company shall pay the Executive the Base Salary to which the Executive would have been entitled pursuant to Section 3.1 of this Agreement had the Executive remained in the employ of the Executive's employment hereunderCompany for a period of twelve (12) months from the date of termination (the “Termination Payment Period”). Such payments shall be paid on the same schedule used to pay Base Salary to the Executive during the Term. (ii) Unless prohibited by law or, with respect to any insured benefit, the terms of the applicable insurance contract, the Executive shall continue to participate in, and be covered under, the Company’s medical, dental, long-term and short-term disability insurance, and life insurance plan on the same basis as other executives of the Company during the Termination Payment Period. (iii) Notwithstanding the foregoing, the Company shall not be obligated required to pay and make any payment to the Executive or maintain the Executive’s participation or coverage under any plan pursuant to this Section 4.6(a) if the Executive breaches any of the provisions of Section 5 hereof. In such event, the Company shall provide written notice to the Executive detailing such violation. (b) In the event the Executive’s employment is terminated (i) pursuant to Section 2, (ii) by the Company for “cause,” or (iii) by the Executive without “good reason,” then the Company shall have no duty to make any payments or provide any benefits to the Executive pursuant to this Agreement other than payment of the amount of the Executive’s Base Salary accrued through the date of termination of his employment. (c) Upon termination of Executive’s employment for death or Total Disability, the Company shall pay to the Executive, guardian or personal representative, as the case may be, in addition to any insurance or disability benefits to which he may be entitled to receive, on the pay date for the pay period in which the termination occurshereunder, all amounts accrued or vested prior to such termination. (d) In the event that the Executive’s employment is terminated by the Company without “cause,” or by the Executive for “good reason,” then, if a Change of Control (as defined below) has occurred on or before the date of such termination or the Company has entered into a definitive agreement for a Change of Control on or before the date of termination and unpaid such termination is effected in contemplation of such Change of Control, the following provisions shall apply: (i) The Company shall pay the Executive the Base Salary to which the Executive would have been entitled pursuant to Section 3.1 of this Agreement had the Executive remained in the employ of the Company for a period of twenty four (24) months from the date of termination (the “Change of Control Payment Period”) and any bonus payments earned through the date of termination. In addition, Such payments shall be paid on the same schedule used to pay Base Salary to the Executive shall be entitled during the Term. (ii) Unless prohibited by law or, with respect to any benefits to which he is entitled under insured benefit, the terms of any the applicable employee benefit plan or program or applicable law. B. Except as provided in Section 7(A)insurance contract, upon termination of the Executive's employment by the Company without Cause or by the Executive due to Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to participate in, and be subject to covered under, the provisions of Sections 8Company’s medical, 9dental, 10long-term and short-term disability insurance, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration life insurance plan on the same basis as other executives of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by Company during the Executive Change of Control Payment Period. (other than a resignation by iii) Notwithstanding the Executive for Good Reason), or expiration of Executive's employment agreementforegoing, the Company shall have no further liability not be required to make any payment to the Executive or maintain the Executive’s participation or coverage under or in connection with any plan pursuant to this Section 4.6(d) if the Executive breaches any of the provisions of Section 5 hereof. In such event, the Company shall provide written notice to the Executive detailing such violation. (e) For purposes of this Agreement, except to pay the portion term “Change of the Executive's Base Salary earned or accrued at the date of termination.Control” shall mean:

Payments Upon Termination. A. Upon In the event of the termination of this Agreement and the Executive's ’s employment hereunder, the Executive shall receive the amounts set forth below so long as the Executive (x) executes a general release of claims containing usual and customary provisions in a form reasonably satisfactory to the Company (the “Release”) and the applicable revocation period with respect to such Release expires without the Executive having revoked the Release, in each case within thirty (30) days following the date of termination, and (y) does not breach any of the restrictive covenants in this Agreement or in any other agreement between Executive and the Company or to which Executive is a party (collectively, “Restrictive Covenants”) or any other ongoing material obligation to which Executive is subject as of the date of termination. Any cash payments to be made in accordance with this Section 12 will be made (or, in the event of continued payments, will commence) on the first payroll date following the end of the 30-day period described in the preceding sentence. (a) Upon termination of this Agreement and Executive’s employment hereunder pursuant to Section 11(a) hereof, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be obligated entitled to pay receive any Base Salary and other benefits (including any bonus for a calendar year completed before termination) earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination) and (ii) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no further rights to any other compensation or benefits hereunder, or any other rights hereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company’s plans and arrangements in accordance with their terms). (b) Upon termination of this Agreement and Executive’s employment hereunder by the Company for Cause pursuant to Section 11(b) hereof or by Executive other than for Good Reason pursuant to Section 11(e) hereof, (i) the Executive shall be entitled to receive, on the pay date for the pay period in which the termination occurs, all accrued and unpaid receive any Base Salary earned prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination. In addition, ) and (ii) the Executive shall have no further rights to any other compensation or benefits under this Agreement on or after the termination of employment. (c) Upon termination of this Agreement and Executive’s employment hereunder by the Company without Cause pursuant to Section 11(c) hereof or by Executive for Good Reason pursuant to Section 11(d) hereof (i) the Executive shall be entitled to receive any Base Salary and other benefits (including any bonus for a calendar year completed before termination) earned and accrued under this Agreement prior to which he is entitled the date of termination (and reimbursement under this Agreement for expenses incurred prior to the terms date of termination) and the Company shall pay the Executive in a lump sum, an amount equal to three (3) times Executive’s Base Salary then in effect immediately following the date of termination; and (ii) the Executive shall have no further rights to any applicable employee benefit plan other compensation or program benefits under this Agreement on or applicable lawafter the termination of employment. B. Except as provided in Section 7(A), upon (d) Upon termination of the this Agreement and Executive's ’s employment hereunder by the Company without Cause pursuant to Section 11(c) hereof or by the Executive due for Good Reason pursuant to Good ReasonSection 11(d) hereof, in addition to the amount set forth in Section 6(A)either case within twelve months following a Change of Control, the Company shall be obligated to pay, and (i) the Executive shall be entitled to receive, (i) receive any Base Salary and other benefits (including any bonus for a period calendar year completed before termination) earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination) and a lump sum cash payment equal to three years (3) times the Executive’s Base Salary in effect immediately prior to any such termination; and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability rights to any other compensation or obligation benefits under this Agreement on or in connection with this Agreement; provided, however, that after the Executive shall continue to be subject to the provisions termination of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of terminationemployment.

Payments Upon Termination. A. Upon termination of 12.7.1 If this Agreement is terminated by the Executive's employment hereunderCompany pursuant to Section 12.1 or by Executive pursuant to Section 12. 4, then the Company shall be obligated have no obligation to pay and to Executive the Executive shall be entitled to receive, on the pay date Salary or any other compensation or benefits provided under this Agreement for the pay any period in which the termination occurs, all accrued and unpaid Base Salary to after the date of such termination. In addition, ; including any bonus for the Executive shall be entitled to any benefits to year in which he is entitled under the terms of any applicable employee benefit plan or program or applicable law. B. Except as provided in Section 7(A), upon such termination of the Executive's employment by the Company without Cause or by the Executive due to Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreementoccurs; provided, however, that the Executive Company shall continue pay to be subject to the provisions of Sections 8Executive, 9, 10, 11 and 12 hereof within thirty (it being understood and agreed that such provisions shall survive any termination or expiration 30) days of the Executive's employment hereunder for any reason)date of such termination, all Salary and other compensation and vested benefits accrued but unpaid as of the date of such termination. 12.7.2 If this Agreement is terminated pursuant to Section 12.2. Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason)or Section 12.3, or expiration of Executive's employment agreement, then the Company shall have no further liability under or in connection with this Agreement, except obligation to pay to Executive the Salary or any other compensation or benefits provided under this Agreement for any period after the date of such termination; provided, however, that the Company shall pay to Executive, within thirty (30) days of the date of such termination, (a) all Salary and other compensation and vested benefits accrued but unpaid as of the date of such termination; and (b) an allocable portion of any incentive compensation that the Executive's Base Company, using its reasonable business discretion, determines would have been earned had Executive remained employed through the end of the year in which such termination occurs. 12.7.3 If this Agreement is terminated by the Company pursuant to Section 12.4 or pursuant to Section 12.5, then, in addition to the Salary earned or by Executive prior to the date of such termination, the Company shall (a) pay Executive, within thirty (30) days of the date of such termination, all Salary and other compensation and vested benefits accrued at but unpaid as of the date of termination, and (b) make severance payments in amounts and forms determined in accordance with the Company's severance policy for senior corporate executives then in effect, if any. 12.7.4 If this Agreement is terminated pursuant to Section 12.6, then, in addition to the Salary earned by Executive prior to the date of such termination, the Company shall pay Executive, within thirty (30) days of the date of such termination, (a) all Salary and other compensation and vested benefits accrued but unpaid as of the date of termination, (b) an allocable portion of any incentive compensation that the Company, using its reasonable business discretion, determines would have been earned had Executive remained employed through the end of the year in which such termination occurs, plus one-third of one full year, determined pro rata based on target bonus, and (c) a lump-sum severance payment in an amount equal to Executive's annual Salary then in effect. In addition: (d) the Company shall provide continuation of medical benefits, or a cash equivalent, for a period of one year or until Executive obtains new employment, whichever is the shorter period, and (e) the Company shall pay for outplacement services for Executive for a period of one year following the date of such termination or until Executive obtains a comparable position, whichever occurs first.

Payments Upon Termination. A. Upon (a) Except as otherwise provided in subsections (b) or (c) of this Section 8, upon termination of Executive’s employment by the Corporation, all compensation due Executive under this Agreement and under each plan or program of the Corporation in which Executive may be participating at the time shall cease to accrue as of the date of such termination (except, in the case of any such plan or program, if and to the extent otherwise provided in the terms of such plan or program), and all such compensation accrued as of the date of such termination but not previously paid shall be paid to Executive at the time such payment otherwise would be due, and in any event no later than the Last Payment Date. Unless otherwise expressly provided in the terms of the bonus plan or program of the Corporation in which the Executive is a participant at the time of his termination, if the termination of Executive’s employment is for any reason other than a termination for Cause in accordance with Section 7(c) above or a termination without Good Reason in accordance with Section 7(f) above, then a pro rata portion of the “target” full year’s bonus shall be deemed to have accrued for the Executive under such bonus plan or program for the portion of the year ended on the date of the termination, which shall be paid to the Executive within 10 days of the date of termination and no later than the Last Payment Date. (b) If Executive’s employment pursuant to this Agreement is terminated by the Corporation without Cause pursuant to Section 7(d) above, or if the Corporation elects at any time not to renew or extend this Agreement at the expiration of the then current Term, and provided that subsection (c) below does not apply, then Executive shall receive in a single sum payable at the time of termination, and no later than the Last Payment Date, a cash severance payment (the “Severance Payment”) from the Corporation. The amount of the Severance Payment shall be equal to the Executive’s then monthly Base Salary increased by a factor of twenty percent (20%) to account for the Executive’s loss of benefits, multiplied by the number of months in the Severance Period as set forth in Appendix A hereof. Any unvested portion of the Sign-on Option, Sign-on Restricted Stock, Annual Equity Grants or other equity award granted to Executive by the Corporation shall become 100% vested and all restrictions shall be waived; in addition, stock options shall remain exercisable for a period of one (1) year following the date of termination. If the termination of the Executive's employment hereunderExecutive occurs prior to December 31, 2010, in addition to the Company shall be obligated to pay and the Severance Payment, Executive shall be entitled to receivereceive an amount equal to the Annual Equity Grant for such year (the “Cash Equivalent Payment”), which amount shall be determined by computing the Annual Equity Grant for the year in question in the manner set forth in Appendix C. The Cash Equivalent Payment shall be paid in cash on the pay date the Annual Equity Grant for the pay period year in which the termination occurs, all accrued and unpaid Base Salary to the date of terminationExecutive’s employment hereunder is terminated would otherwise be issued. In addition, the Executive shall have the right to purchase health and dental coverage for himself and his dependents under the Company’s group policies then in effect for the Severance Period. Following the Severance Period, Executive may be entitled to any benefits benefit continuation under COBRA for the remaining COBRA coverage period. The Severance Payment is subject to which he is entitled under the terms of any applicable employee benefit plan or program or applicable law. B. Except as provided in Section 7(A), upon termination of the Executive's employment by the Company without Cause or by the Executive due to Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, and the required withholding. The Executive shall not be entitled to receive, (i) Base Salary Severance Payments in any event if he is terminated for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder Cause pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reason7(c). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of termination.

Payments Upon Termination. A. (a) Upon any termination of the Executive's employment hereunderthis Agreement in accordance with Section 5, the Company shall be obligated pay to pay and the Executive shall be entitled any accrued but unpaid Base Salary, accrued but unpaid vacation days and any unreimbursed expenses to receive, on the pay date for the pay period in which the termination occursExecutive is entitled (the “Accrued Amounts”). (b) In addition to any Accrued Amounts, all accrued and unpaid Base Salary if the Company elects to the date of termination. In addition, terminate this Agreement without Cause pursuant to Section 5(b) above or if the Executive shall be entitled elects to any benefits terminate this Agreement for Good Reason pursuant to which he is entitled under the terms of any applicable employee benefit plan or program or applicable law. B. Except as provided in Section 7(A)5(e) above, upon termination of the Executive's employment by the Company without Cause or by the Executive due to Good Reasonthen, in addition to the amount set forth in Section 6(A)either case, the Company shall be obligated to pay, and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to pay the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of , within 75 days following such termination, a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given severance payment equal to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration six months of the Executive's employment hereunder pursuant to Section 5’s then current Base Salary, the Executive shall have no further liability or obligation under or in connection with this Agreementless all applicable Russian federal and local taxes and withholdings; provided, however, that any severance payment shall be conditioned upon the Executive shall continue signing a release in substantially the form attached hereto as Exhibit B (the “Release”). (c) In addition to be subject to any Accrued Amounts, if this Agreement is terminated by the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of Company upon the Executive's employment hereunder for any reason). Upon any Voluntary Termination by ’s death or in connection with the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement’s Disability, the Company shall have no further liability under pay the Executive (or in connection with this Agreementthe case of her death, except to pay her estate or heirs) (i) the pro rata portion of the Executive's Base Salary earned or accrued at annual bonus for the fiscal year in which the termination occurred, subject to the achievement of the performance objectives for such year, and (ii) if the termination occurs prior to the date of terminationpayment of the annual bonus for the prior fiscal year, the annual bonus for the prior fiscal year, subject to the achievement of the performance objectives for such prior fiscal year; each to be paid when bonuses for such years are generally paid to the Company’s three most senior executives; provided, however, that any such payments shall be conditioned upon the Executive (or her legal representative or heirs, as appropriate) signing the Release. (d) Any post-termination payments or benefits due and payable to the Executive by operation of law (but not pursuant to any other agreement with the Company) shall be deducted from any amount of severance otherwise payable under this Section 6. (e) This Section 6 shall survive the termination of this Agreement.

Payments Upon Termination. A. Upon termination of the Executive's employment hereunder, the Company shall be obligated to pay and the Executive shall be entitled to receive, on the pay date for the pay period in which the termination occurs, all accrued and unpaid Base Salary and bonus to the date of termination. In addition, the Executive shall be entitled to any benefits to which he is entitled under the terms of any applicable employee benefit plan or program or applicable law. B. Except as provided in Section 7(A), upon termination of the Executive's employment by the Company without Cause or by the Executive due to Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive, (i) Base Salary and bonus for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In X. Xx the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination voluntary termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary and bonus earned or accrued at the date of termination and to provide any employee benefits earned or accrued at the date of termination.

Payments Upon Termination. A. (a) Upon any termination of the Executive's employment hereunderthis Agreement in accordance with Section 5, the Company shall be obligated pay to pay and the Executive shall be entitled any accrued but unpaid Base Salary, accrued but unpaid vacation days and any unreimbursed expenses to receive, on the pay date for the pay period in which the termination occursExecutive is entitled (the “Accrued Amounts”). (b) In addition to any Accrued Amounts, all accrued and unpaid Base Salary if the Company elects to the date of termination. In addition, terminate this Agreement without Cause pursuant to Section 5(b) above or if the Executive shall be entitled elects to any benefits terminate this Agreement for Good Reason pursuant to which he is entitled under the terms of any applicable employee benefit plan or program or applicable law. B. Except as provided in Section 7(A)5(e) above, upon termination of the Executive's employment by the Company without Cause or by the Executive due to Good Reasonthen, in addition to the amount set forth in Section 6(A)either case, the Company shall be obligated to pay, and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to pay the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of , within 75 days following such termination, a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given severance payment equal to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration six months of the Executive's employment hereunder pursuant to Section 5’s then current Base Salary, the Executive shall have no further liability or obligation under or in connection with this Agreementless all applicable Russian federal and local taxes and withholdings; provided, however, that any severance payment shall be conditioned at the election of the Company upon the Executive shall continue signing a release in substantially the form attached hereto as Exhibit A (the “Release”). (c) In addition to be subject to any Accrued Amounts, if this Agreement is terminated by the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of Company upon the Executive's employment hereunder for any reason). Upon any Voluntary Termination by ’s death or in connection with the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement’s Disability, the Company shall have no further liability under pay the Executive (or in connection with this Agreementthe case of his death, except to pay his estate or heirs), within 75 days of such termination, the pro rata portion of the Executive's Base Salary earned or accrued at annual bonus for the fiscal year in which the termination occurred subject to the achievement of the performance objectives for such year and, if the termination occurs prior to the date of terminationpayment of the annual bonus for the prior fiscal year, the annual bonus for the prior fiscal year subject to the achievement of the performance objectives for such prior fiscal year, each to be paid when bonuses for such years are generally paid to the Company’s three most senior executives; provided, however, that any such payments shall be conditioned at the election of the Company upon the Executive (or his legal representative or heirs, as appropriate) signing the Release. (d) Any post-termination payments or benefits due and payable to the Executive by operation of law (but not pursuant to any other agreement with the Company) shall be deducted from any amount of severance otherwise payable under this Section 6. (e) This Section 6 shall survive the termination of this Agreement.

Payments Upon Termination. A. Upon termination of the Executive's Employee’s employment hereunderhereunder for any reason as so provided for in Section 5 hereof, the Company shall be obligated to pay and the Executive Employee shall be entitled to receive, on the pay date for the pay period in which the termination occurswithin ten (10) days of termination, all accrued and unpaid Base Salary which has accrued for services performed to the date of terminationtermination and which has not yet been paid. In addition, the Executive Employee shall be entitled to any benefits to which he is entitled under the terms of any applicable employee Employee benefit plan or program, restricted stock plan and stock option plan of the Company, and, to the extent applicable, short-term or long-term disability plan or program with respect to any disability, or any life insurance policies and the benefits provided by such plan, program or policies, or applicable law. B. Except as provided in Section 7(A), upon A. Upon termination of the Executive's Employee’s employment by the Company company without Cause or by the Executive due to Employee for Good Reason, the Company shall be obligated to pay and the Employee shall be entitled to receive: (1) all of the amounts and benefits described in addition the first paragraph of this Section 6; and (2) a lump sum payment, within 10 days of termination, equal to the amount set forth in lesser of three (3) months of the Employee’s Base Salary or the Employee’s Base Salary for the remainder of the Term. Payments under Section 6(A6.B., with the exception of amounts due pursuant to Section 6.B(1), are conditioned on the execution by the Employee of a release of all employment-related claims; provided, however, that such release shall be contingent upon the Company’s satisfaction of all terms and conditions of this Section. B. Upon termination of the Employee’s employment upon the death of Employee pursuant to Section 5.A., the Company shall be obligated to pay, and the Executive Employee shall be entitled to receive, : (i1) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 amounts and benefits described in Section 6.A.; and (2) any death benefit payable under a plan or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive policy provided by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In Upon termination of the event Executive elects Employee’s employment upon the Disability of the Employee pursuant to terminate employment as set forth Section 5.B., the Company shall be obligated to pay, and the Employee shall be entitled to receive all of the amounts and benefits described in Section 5(F) then in 6.A.Payments under Section 6C, with the exception of amounts due pursuant to Section 6C(1), are conditioned on the execution by the Employee or the Employee’s representative of a release of all employment-related claims; provided, however, that such event any options not vested as set forth in Section 3(B) release shall terminatebe contingent upon the Company’s satisfaction of all terms and conditions of this Section. D. Upon voluntary termination of employment by the Employee for any reason whatsoever (other than for Good Reason as described in Section 6B) or termination or expiration of by the Executive's employment hereunder pursuant to Section 5Company for Cause, the Executive Company shall have no further liability or obligation under or in connection with this Agreement; provided, howeverexcept to provide the amounts set forth in Section 6A. E. Upon voluntary or involuntary termination of employment of the Employee for any reason whatsoever or expiration of the Term, that the Executive Employee shall continue to be subject to the provisions of Sections 8Section 7, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's Employee’s employment hereunder for any reasonreason whatsoever). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of termination.

Payments Upon Termination. A. Upon In the event that Executive delivers a Notice of Termination to Corporation and Bank (as defined in Section 5 of this Agreement), Executive shall, upon entering into a release agreement in favor of Corporation, be entitled to receive the compensation and benefits set forth below: If, at the time of termination of Executive’s employment, a “Change of Control” (as defined in Section 3 of this Agreement) has also occurred, Bank shall pay Executive an amount equal to and no greater than twelve (12) months of the Executive's employment hereunder’s Agreed Compensation as defined in Section 7, plus any bonus deferred or awarded but not yet paid, minus applicable taxes and withholdings, which shall be payable over an twelve (12) month period at the same times as salaries are payable to employees of the Bank. In addition, for a period of twelve (12) months from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, the Company Bank shall be obligated also maintain in full force and effect, for the continued benefit of the Executive, Executive’s health insurance (excluding dental and vision insurance) benefits to pay and which the Executive shall be was entitled to receive, on the pay date for the pay period in which the termination occurs, all accrued and unpaid Base Salary to participate as of the date of termination. In additionIf Corporation, the Executive shall be entitled to any Bank, or their successor cannot provide such benefits to which he is entitled under the terms of any applicable the plan, Bank, Corporation, or their successor shall reimburse Executive in an amount equal to the monthly premium paid by him to obtain substantially similar employee benefit plan or program or applicable law. B. Except as provided in Section 7(A)benefits which he enjoyed prior to termination, upon which reimbursement shall continue until the expiration of twelve (12) months from the date of termination of employment or until Executive secures substantially similar benefits through other employment, whichever shall first occur, subject to Code Section 409A if applicable. In the Executive's employment by event the Company without Cause payment described herein, when added to all other amounts or by benefits provided to or on behalf of the Executive due to Good Reasonin connection with his termination of employment, would result in addition the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such excise tax imposition. Upon written notice to Executive, together with calculations of Corporation’s independent auditors, Executive shall remit to Corporation the amount set forth in of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 6(A)280G of the Code, the Company then Corporation shall be obligated required only to paypay to Executive the amount determined to be deductible under Section 280G. Notwithstanding any other provision, and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of that Executive is determined to be a willful breach by the Executive key employee as that term is defined in Section 409A of the provisions of Sections 8Code, 9 or 10 of this Agreement or any inadvertent breach no payment that continues after notice given is determined to the Executive by the Company. As a condition precedent be deferred compensation subject to the receipt of any Section 409A of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) Code shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at made until one day following six months from the date of terminationseparation of service as that term is defined in Section 409A of the Code.

Payments Upon Termination. A. Upon In the event of the termination of this Agreement and the Executive's ’s employment hereunder, the Executive shall receive the amounts and benefits set forth below so long as the Executive (x) executes a general release of claims in a form reasonably satisfactory to the Company shall be obligated to pay (the “Release”) and the applicable revocation period with respect to such Release expires without the Executive having revoked the Release, in each case within thirty (30) days following the date of termination, expiration or non-renewal, and (y) does not breach any of the restrictive covenants in this Agreement (collectively, “Restrictive Covenants”). Subject to the foregoing, any payments to be made in accordance with this Section 12 will be made (or, in the event of continued payments, will commence) on the first payroll date following the end of the 30-day period described in the preceding sentence. The Company agrees that the Release shall not impose restrictive covenants that are broader and/or of longer duration than the Restricted Covenants. (a) Upon termination of this Agreement and Executive’s employment hereunder pursuant to Section 11(a) hereof, the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) (i) shall be entitled to receive, on the pay date for the pay period in which the termination occurs, all accrued and (A) receive any unpaid Base Salary and other benefits (including any bonus for a calendar year completed before termination) earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination. In addition), (B) a pro rata bonus for the year of termination, if applicable, determined by multiplying (I) the Performance Bonus that the Executive would have received under the Bonus Plan for such year had his employment continued by (II) a fraction, the numerator of which is the number of days employed during such year and the denominator of which is 365, (C) indemnification in accordance with any applicable indemnification plan, program, corporate governance document or other arrangement, and any vested rights pursuant to any insurance plan, benefit plan or retirement plan, and (D) treatment of the Option or other option grants in accordance with the terms of the applicable plan and award agreement, provided that the portion of the Option and options that was exercisable as of the Effective Date, and the portion of the Option that would have become exercisable on the next anniversary of the Effective Date following the date of termination, shall become and remain exercisable for a period of 12 months following the date of termination, and (ii) shall have no further rights to any other compensation or benefits hereunder, or any other rights hereunder. (b) Upon termination of this Agreement and Executive’s employment hereunder by the Company for Cause pursuant to Section 11(b) hereof or by Executive other than for Good Reason pursuant to Section 11(e) hereof, the Executive (i) shall be entitled to (A) receive any unpaid Base Salary earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination), and (B) indemnification in accordance with any applicable indemnification plan, program, corporate governance document or other arrangement, and any vested rights pursuant to any insurance plan, benefit plan or retirement plan, and (C) in the case of the termination of the Executive’s employment by the Executive other than for Good Reason pursuant to Section 11(e) hereof, treatment of the Option or other option grants in accordance with the terms of the applicable plan and award agreement, provided that the portion of the Option that was exercisable as of the date of termination shall remain exercisable for a period of 3 months following the date of termination, and (ii) shall have no further rights to any other compensation or benefits hereunder, or any other rights hereunder. (c) Upon termination of this Agreement by reason of the Executive’s non-renewal of the Term pursuant to Section 3 hereof, the provisions of Section 12(b) shall apply (including subsection 12(b)(i)(C)) and, so long as the Executive remains employed through the payment date therefor (unless the Executive is terminated by the Company prior to such payment date without Cause (as defined in this Agreement, notwithstanding the non-renewal of this Agreement)), the Executive shall also be entitled eligible to receive a Performance Bonus calculated and determined in accordance with the Bonus Plan for the final year of the Term (and, for the avoidance of doubt, this provision shall remain in effect through such payment date, notwithstanding any benefits to which he is entitled under the terms of any applicable employee benefit plan or program or applicable lawsuch non-renewal). B. Except as provided in Section 7(A), upon (d) Upon termination of the this Agreement and Executive's ’s employment hereunder (x) by the Company without Cause or by the Executive due to Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 511(c) hereof, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration y) by reason of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by Company’s non-renewal of the Executive Term pursuant to Section 3 hereof, or (other than a resignation z) by the Executive for Good ReasonReason pursuant to Section 11(d) hereof, the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive following the termination of Executive’s employment) (i) shall be entitled to (A) receive any unpaid Base Salary and other benefits (including any bonus for a calendar year completed before termination) earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination), (B) a pro rata bonus for the year of termination, if applicable, determined by multiplying (I) the Performance Bonus that the Executive would have received under the Bonus Plan for such year had his employment continued by (II) a fraction, the numerator of which is the number of days employed during such year and the denominator of which is 365, (C) indemnification in accordance with any applicable indemnification plan, program, corporate governance document or other arrangement, and any vested rights pursuant to any insurance plan, benefit plan or retirement plan, (D) continued payment of his Base Salary and monthly payments of one-twelfth (1/12th) of the Target Bonus, in each case for the 3-month period following the date of termination, (E) reimbursement of the cost to the Executive of his COBRA premiums for the 3-month period following the date of termination, expiration or non-renewal, and (F) treatment of Executive's employment the Option or other option grants in accordance with the terms of the applicable plan and award agreement, provided that the Company portion of the Option that was exercisable as of the Effective Date, and the portion of the Option that would have become exercisable on the next anniversary of the Effective Date following the date of termination, expiration or non-renewal, shall become and remain exercisable for a period of 12 months following the date of termination, and (ii) shall have no further liability under rights to any other compensation or benefits hereunder, or any other rights hereunder. (e) Upon termination of this Agreement and Executive’s employment hereunder by the Company without Cause pursuant to Section 11(c) hereof or by Executive for Good Reason pursuant to Section 11(d) hereof, in connection with this Agreementeither case within three months prior to and 12 months following a Change of Control, the provisions of Section 12(d) shall apply, except that subsections 12(d)(i)(D) and (F) shall be deleted and replaced with the following: (D) receive a lump sum cash payment equal to pay the portion 50% of his annual Base Salary and 50% of the Executive's Base Salary earned or accrued at annual Target Bonus in effect immediately prior to any such termination, and (F) exercise 100% of the Option and any other option granted to the Executive that was outstanding immediately prior to the Change of Control, and such Option and options shall remain exercisable for a period of 3 months following the date of termination. (f) Executive shall be under no obligation to seek other employment and there shall be no offset against amounts due under this Agreement on account of amounts earned by Executive from any subsequent employment.

Payments Upon Termination. A. Upon termination of (a) In the Executive's event the Employee’s employment hereunderis terminated pursuant to Section 4.1, Section 4.2, Section 4.4 or by the Employee pursuant to Section 4.5, the Company shall be obligated pay to the Employee the compensation and benefits otherwise payable to him under Section 3 through the last day of his actual employment by the Company. (b) In the event the Employee’s employment is terminated by the Employee pursuant to Section 4.3 or by the Company pursuant to Section 4.5, then the following provisions shall apply, provided the Employee executes a mutual general release and waiver in a form reasonably satisfactory to the Board (the “Release”) within 21 days (or 45 days if such longer period is required under law) and such Release becomes effective and enforceable in accordance with applicable law after the expiration of any applicable revocation period. (i) The Company shall continue to pay and to the Executive shall be entitled to receive, Employee his salary as in effect on the pay date for the pay period in which the termination occurs, all accrued and unpaid Base Salary to the date of termination. In addition, the Executive shall be entitled to any benefits to which he is entitled under the terms of any applicable employee benefit plan or program or applicable law. B. Except as provided in Section 7(A), upon termination of the Executive's employment by the Company without Cause or by the Executive due to Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and six (6) months. Such salary continuation payments shall be made at periodic intervals in accordance with the Company’s customary payroll practices for salaried employees, beginning within the 60-day period following the Employee’s Separation from Service provided the requisite Release is effective following the expiration of any applicable revocation period, but in no event will the first such payment be made later than the last day of such 60-day period on which the Release is so effective. (ii) continued medical and dental benefits for The Company shall pay, in a series of six (6) equal monthly installments, beginning within the 60-day period following the Employee’s Separation from Service due to such termination provided the requisite Release is effective following the expiration of three years at any applicable revocation period but in no cost event later than the last day of such 60-day period on which the Release is so effective, an amount equal in the aggregate to the Executiveannual bonus paid to him for the fiscal year immediately prior to the fiscal year in which his termination date occurs. (iii) Should the Employee elect under Code Section 4980B to continue health care coverage under the Company’s group health plan for himself, his spouse and his eligible dependents following such termination date, then the Company shall provide such continued health care coverage at the Company’s expense until the earlier of (i) the expiration of the 120-day period measured from the date of such termination or (ii) the first date the Employee is covered under another employer’s heath benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. The Should the Company’s provision of such continued health care coverage result in the recognition of taxable income (whether for federal, state or local income tax purposes) by the Employee, then the Company may cease all payments shall report such taxable income as taxable W-2 wages and collect the applicable withholding taxes, and the Employee shall be responsible for the payment of Base Salary any additional income and bonus employment tax liability resulting from such coverage. To the extent the health care coverage under this Section 6(B5.2(b)(iii) is to be provided through a self-funded program maintained by the Company, the Employee shall directly pay for the costs to obtain such health care coverage and shall, within 30 days after each periodic payment for a reimbursable health care coverage expense under this Section 5.2(b)(iii), submit appropriate evidence of such payment to the Company for reimbursement, and the Company shall pay such reimbursement on the 30th day following receipt of the submission. During the period such health care coverage remains in effect hereunder, the following provisions shall govern the arrangement: (a) the amount of the health care costs eligible for reimbursement in any one calendar year of such coverage shall not affect the amount of such costs eligible for reimbursement in any other calendar year for which such reimbursement is to be provided hereunder; (ii) no costs shall be reimbursed after the close of the calendar year following the calendar year in which those costs were incurred; and (iii) the Employee’s right to the reimbursement of such costs cannot be liquidated or exchanged for any other benefit. In the event the reimbursement of health care coverage results in the recognition of taxable income (whether for federal, state or local income tax purposes) by the Employee, then the Company shall make an additional payment (the “Health Care Gross-Up Payment”) to the Employee in a dollar amount to fully cover all taxes payable by the Employee on the income recognized with respect to the reimbursed health care coverage, including taxes imposed upon the Health Care Gross-Up Payment. The Health Care Gross-Up Payment shall be paid to the Employee at the time the related taxes are remitted to the tax authorities. (iv) The Company shall make a lump sum cash payment, not to exceed $7,500, to cover the cost of any other benefits to which the Employee would have been entitled under Section 3.2 of this Agreement had he continued in employment for an additional six (6) months following such termination date. Such payment shall be made to the Employee within the 60-day period following the Employee’s Separation from Service provided the requisite Release is effective following any applicable revocation period but in no event later than the last day of such 60-day period on which the Release is effective. The payment to the Employee of the amounts payable under this Section 5.2(b) shall constitute the sole remedy of the Employee in the event of a willful breach by the Executive termination of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to Employee’s employment in the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as circumstances set forth in this Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate5.2(b). D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of termination.

Payments Upon Termination. A. Upon termination (a) If during the term of the Executive's employment hereunderthis Agreement, the Company shall be obligated to pay and terminates Executive’s employment, except as provided in Section 5.2 or 5.3 hereof, or the Executive resigns for one of the reasons stated in Section 5.4, Executive shall be entitled to receivethe following compensation: (i) the portion of his then current Annual Base Salary which has accrued through his date of termination, on (ii) any vested incentive to which Executive is entitled as of the pay date for the pay period of termination pursuant to any bonus or incentive compensation plan in which he is then participating, provided the payment thereof is not contingent or conditional on Executive’s continued employment with the Company or the satisfaction of any other condition which has not been satisfied, (iii) any payments for unused vacation and reimbursement expenses, which are due, accrued or payable at the date of Executive’s termination, and (iv) a severance payment (the “Severance Amount”) in an amount equal to two times his then current Annual Base Salary. If Executive’s employment terminates as a result of his death as provided in Section 5.3, then Executive’s heirs shall be entitled to payment of the amounts set forth in items (i), (ii) and (iii) above, plus a payment (the “Termination Amount”) in an amount equal to one-half of Executive’s then current Annual Base Salary. (b) All payments required to be made by the Company pursuant to Section 5.5(a) shall be paid, at the option of Executive (or his heirs if termination occursresulted from Executive’s death), all accrued either (i) in accordance with the Company’s normal payroll procedures and unpaid Base Salary to policies, provided that any Severance Amount shall be paid over the two-year period immediately succeeding the date of termination and any Termination Amount shall be paid over the sixth month period immediately succeeding the date of termination. In addition, or (ii) in accordance with the Company’s normal payroll procedures and policies, provided that all payments shall be paid no later than thirty (30) days following the date of termination. (c) If the Company terminates the Executive’s employment pursuant to Section 5.2 or 5.3 (other than by reason of his death), or if Executive voluntarily resigns (except as provided in Section 5.4), then Executive shall be entitled to any benefits to which he is entitled under the terms of any applicable employee benefit plan or program or applicable law. B. Except as provided in Section 7(A), upon termination of the Executive's employment by the Company without Cause or by the Executive due to Good Reason, in addition to the amount compensation set forth in Section 6(Aitems (i), the Company shall be obligated to pay, and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive(iii) above. The Company may cease all payments of Base Salary and bonus under this Section 6(B) Such amounts shall be paid in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by accordance with the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company ’s normal payroll procedures and its affiliates in form and substance reasonably satisfactory to the Companypolicies. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of termination.

Payments Upon Termination. A. Upon termination (a) In the event that the Executive’s employment is terminated (i) by the Company without “cause,” or (ii) by the Executive for “good reason,” then, if no Change of Control (as defined below) has occurred on or before the date of such termination, the following provisions shall apply: (1) The Company shall pay the Executive the Base Salary to which the Executive would have been entitled pursuant to Section 3.1 of this Agreement had the Executive remained in the employ of the Executive's employment hereunderCompany for a period of twelve (12) months from the date of termination (the “Termination Payment Period”). Such payments shall be paid on the same schedule used to pay Base Salary to the Executive during the Term. All payments under this Section 4 shall be subject to applicable withholding. (2) Unless prohibited by law or, with respect to any insured benefit, the terms of the applicable insurance contract, the Executive shall continue to participate in, and be covered under, the Company’s medical, dental, long-term and short-term disability insurance, and life insurance plan on the same basis as other executives of the Company during the Termination Payment Period. (3) Notwithstanding the foregoing, the Company shall not be obligated required to pay and make any payment to the Executive or maintain the Executive’s participation or coverage under any plan pursuant to this Section 4.6(a) if the Executive breaches any of the provisions of Section 5 hereof. In such event, the Company shall provide written notice to the Executive detailing such violation. (4) All options held by the Executive that are vested as of the date of termination shall remain exercisable for a period of ninety (90) days after termination and any such options that remain unexercised at the end of such 90-day period shall terminate. All unvested options held by the Executive on the date of termination shall terminate as of such date. (b) In the event the Executive’s employment is terminated (i) by the Company for “cause,” or (ii) by the Executive without “good reason,” then the Company shall have no duty to make any payments or provide any benefits to the Executive pursuant to this Agreement other than payment of the amount of the Executive’s Base Salary accrued through the date of termination of his employment. (c) Upon termination of Executive’s employment for death or Total Disability, the Company shall pay to the Executive, guardian or personal representative, as the case may be, in addition to any insurance or disability benefits to which he may be entitled to receive, on the pay date for the pay period in which the termination occurshereunder, all amounts accrued or vested prior to such termination. (d) In the event that the Executive’s employment is terminated by the Company without “cause,” or by the Executive for “good reason,” then, if a Change of Control (as defined below) has occurred on or before the date of such termination or the Company has entered into a definitive agreement for a Change of Control on or before the date of termination and unpaid such termination is effected in contemplation of such Change of Control, the following provisions shall apply: (i) The Company shall pay the Executive the Base Salary to which the Executive would have been entitled pursuant to Section 3.1 of this Agreement had the Executive remained in the employ of the Company for a period of twenty four (24) months from the date of termination (the “Change of Control Payment Period”) and any bonus payments earned through the date of termination. In addition, Such payments shall be paid on the same schedule used to pay Base Salary to the Executive during the Term and shall be entitled subject to applicable withholding. (ii) Unless prohibited by law or, with respect to any benefits to which he is entitled under insured benefit, the terms of any the applicable employee benefit plan or program or applicable law. B. Except as provided in Section 7(A)insurance contract, upon termination of the Executive's employment by the Company without Cause or by the Executive due to Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to participate in, and be subject to covered under, the provisions of Sections 8Company’s medical, 9dental, 10long-term and short-term disability insurance, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration life insurance plan on the same basis as other executives of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by Company during the Executive Change of Control Payment Period. (other than a resignation by iii) Notwithstanding the Executive for Good Reason), or expiration of Executive's employment agreementforegoing, the Company shall have no further liability not be required to make any payment to the Executive or maintain the Executive’s participation or coverage under or in connection with any plan pursuant to this Section 4.6(d) if the Executive breaches any of the provisions of Section 5 hereof. In such event, the Company shall provide written notice to the Executive detailing such violation. (iv) All unvested options held by the Executive on the date of termination shall immediately vest and all options held by the Executive on such date shall remain exercisable until the end of the stated term of such options. (e) For purposes of this Agreement, except to pay the portion term “Change of the Executive's Base Salary earned or accrued at the date of termination.Control” shall mean:

Payments Upon Termination. A. Upon (a) Except as otherwise provided in subsection (b) of this Section 7, upon termination of Executive’s employment by the Executive's employment hereunderCorporation, all compensation due Executive under this Agreement and under each plan or program of the Company shall be obligated to pay and the Executive shall be entitled to receive, on the pay date for the pay period Corporation in which he may be participating at the termination occurs, all accrued and unpaid Base Salary time shall cease to accrue as of the date of termination. In additionsuch termination (except, in the Executive shall be entitled case of any such plan or program, if and to any benefits to which he is entitled under the extent otherwise provided in the terms of any applicable employee benefit such plan or program or by applicable law. B. Except as provided in Section 7(A), upon and all such compensation accrued as of the date of such termination but not previously paid shall be paid to Executive at the time such payment otherwise would be due, and in any event no later than the Last Payment Date. If the termination of the Executive's ’s employment is by the Company without Cause Corporation not for Cause, or by the Executive due to Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration Executive shall be entitled to a payment equal to the greater of (i) Executive's employment agreement’s actual bonus for the preceding year, the Company shall have no further liability under or in connection with this Agreement, except to pay pro rata based on the portion of the Executive's Base Salary year ended on the date of the termination, or (ii) the amount which would have been earned or accrued at by Executive under his then current Bonus Plan, pro rata based on the portion of the year ended on the date of termination, and computed based on actual results for such year. Any such payment shall be paid to the Executive within ten (10) days of the date of termination and in any event no later than the Last Payment Date. (b) If Executive’s employment pursuant to this Agreement is terminated pursuant to subsection (d) of Section 6 herein, the Corporation elects at any time not to renew or extend this Agreement pursuant to Section 1 or Executive terminates this Agreement for Good Reason, then, in addition to the payments required by subsection (a) of this Section 7, Executive shall be entitled to and shall receive:

Payments Upon Termination. A. Upon termination of (a) If the Executive's employment hereundershall be terminated because of death, disability or for Cause, the Company Bank shall pay the Executive or his fiduciary his full Annual Direct Salary through the date of termination at the rate in effect at the time of termination, plus any accrued benefits at the time of termination, and the Corporation and Bank shall have no further obligation to the Executive under this Agreement. (b) If the Executive's employment is terminated by the Corporation or Bank (other than pursuant to paragraphs 10(a) or 10(b) or 10(c) hereof), then the Bank shall pay the Executive his full Annual Direct Salary (as defined in this Agreement) from the date of termination through the last day of the term of this Agreement or an amount equal to his current Annual Direct Salary, whichever is greater. Such amount will be paid in a lump sum within ten (10) days following the date of termination of employment. In addition, Executive shall be obligated entitled to a continuation of employee benefits, in the manner described in paragraph 11(d)(ii) hereof, for a period of one year following Executive's termination of employment under this paragraph 11(b). (c) If the Executive terminates his employment for "Good Reason", other than following a Change in Control, as defined herein, then the Bank shall pay the Executive an amount equal to his Annual Direct Salary. Such amount shall be paid in a lump sum within ten (10) days following the date of termination of employment. In addition, Executive shall be entitled to a continuation of employee benefits, in the manner described in paragraph 11(d)(ii) hereof, for a period of one year following Executive's termination of employment under this paragraph 11(c). (d) If the Executive terminates his employment for "Good Reason" during the period commencing with the date of any "Change in Control", as defined herein, and ending on the second anniversary of the date of the Change in Control, then the Executive shall be entitled to receive, on receive the pay date for the pay period in which the termination occurs, all accrued following payments and unpaid Base Salary to the date of termination. In addition, the Executive shall be entitled to any benefits to which he is entitled under the terms of any applicable employee benefit plan or program or applicable law. B. Except as provided in Section 7(A), upon termination of the Executive's employment by the Company without Cause or by the Executive due to Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of termination.benefits:

Payments Upon Termination. A. Upon In the event of the termination of this Agreement and the Executive's ’s employment hereunder, the Executive shall receive the amounts and benefits set forth below so long as the Executive (x) executes a general release of claims in a form reasonably satisfactory to the Company shall be obligated to pay (the “Release”) and the applicable revocation period with respect to such Release expires without the Executive having revoked the Release, in each case within thirty (30) days following the date of termination, expiration or non-renewal, and (y) does not breach any of the restrictive covenants in this Agreement (collectively, “Restrictive Covenants”). Subject to the foregoing, any payments to be made in accordance with this Section 12 will be made (or, in the event of continued payments, will commence) on the first payroll date following the end of the 30-day period described in the preceding sentence. The Company agrees that the Release shall not impose restrictive covenants that are broader and/or of longer duration than the Restricted Covenants. (a) Upon termination of this Agreement and Executive’s employment hereunder pursuant to Section 11(a) hereof, the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) (i) shall be entitled to receive, on the pay date for the pay period in which the termination occurs, all accrued and (A) receive any unpaid Base Salary and other benefits (including any bonus for a calendar year completed before termination) earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination. In addition), (B) a pro rata bonus for the year of termination, if applicable, determined by multiplying (I) the Performance Bonus that the Executive would have received under the Bonus Plan for such year had his employment continued by (II) a fraction, the numerator of which is the number of days employed during such year and the denominator of which is 365, (C) indemnification in accordance with any applicable indemnification plan, program, corporate governance document or other arrangement, and any vested rights pursuant to any insurance plan, benefit plan or retirement plan, and (D) treatment of the Option or other option grants in accordance with the terms of the applicable plan and award agreement, provided that the portion of the Option and options that was exercisable as of the Effective Date, and the portion of the Option that would have become exercisable on the next anniversary of the Effective Date following the date of termination, shall become and remain exercisable for a period of 12 months following the date of termination, and (ii) shall have no further rights to any other compensation or benefits hereunder, or any other rights hereunder. (b) Upon termination of this Agreement and Executive’s employment hereunder by the Company for Cause pursuant to Section 11(b) hereof or by Executive other than for Good Reason pursuant to Section 11(e) hereof, the Executive (i) shall be entitled to (A) receive any benefits unpaid Base Salary earned and accrued under this Agreement prior to which he is entitled the date of termination (and reimbursement under this Agreement for expenses incurred prior to the terms date of termination), and (B) indemnification in accordance with any applicable employee indemnification plan, program, corporate governance document or other arrangement, and any vested rights pursuant to any insurance plan, benefit plan or program or applicable law. B. Except as provided retirement plan, and (C) in Section 7(A), upon the case of the termination of the Executive's ’s employment by the Executive other than for Good Reason pursuant to Section 11(e) hereof, treatment of the Option or other option grants in accordance with the terms of the applicable plan and award agreement, provided that the portion of the Option that was exercisable as of the date of termination shall remain exercisable for a period of 3 months following the date of termination, and (ii) shall have no further rights to any other compensation or benefits hereunder, or any other rights hereunder. (c) Upon termination of this Agreement and Executive’s employment hereunder (x) by the Company without Cause or by the Executive due to Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 511(c) hereof, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation y) by the Executive for Good ReasonReason pursuant to Section 11(d) hereof, the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive following the termination of Executive’s employment) (i) shall be entitled to (A) receive any unpaid Base Salary, sign-on bonus, and other benefits (including any bonus for a calendar year completed before termination) earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination), (B) a pro rata bonus for the year of termination, if applicable, determined by multiplying (I) the Performance Bonus that the Executive would have received under the Bonus Plan for such year had his employment continued by (II) a fraction, the numerator of which is the number of days employed during such year and the denominator of which is 365, (C) indemnification in accordance with any applicable indemnification plan, program, corporate governance document or expiration other arrangement, and any vested rights pursuant to any insurance plan, benefit plan or retirement plan, (D) continued payment of Executive's employment his Base Salary and monthly payments of one-twelfth (1/12th) of the Target Bonus, in each case for the 12-month period following the date of termination, (E) reimbursement of the cost to the Executive of his COBRA premiums for the 12-month period following the date of termination, and (F) treatment of the Option or other option grants in accordance with the terms of the applicable plan and award agreement, provided that the Company portion of the Option that was exercisable as of the anniversary of the Effective Date immediately preceding the date of termination, and the portion of the Option that would have become exercisable on the next anniversary of the Effective Date following the date of termination, shall become and remain exercisable for a period of 12 months following the date of termination, and (ii) shall have no further liability under rights to any other compensation or benefits hereunder, or any other rights hereunder. (d) Upon termination of this Agreement and Executive’s employment hereunder by the Company without Cause pursuant to Section 11(c) hereof or by Executive for Good Reason pursuant to Section 11(d) hereof, in connection with this Agreementeither case within three months prior to and 12 months following a Change of Control, the provisions of Section 12(c) shall apply, except that subsections 12(c)(i)(D) and (F) shall be deleted and replaced with the following: (D) receive a lump sum cash payment equal to pay two times the portion sum of the Executive's ’s Base Salary earned or accrued at Target Bonus in effect immediately prior to any such termination, and (F) exercise 100% of the Option and any other option granted to the Executive that was outstanding immediately prior to the Change of Control, and such Option and options shall remain exercisable for a period of 3 months following the date of termination. (e) Executive shall be under no obligation to seek other employment and there shall be no offset against amounts due under this Agreement on account of amounts earned by Executive from any subsequent employment.

Payments Upon Termination. A. Upon termination Termination of the Executive's employment hereunderhereunder for any reason as so provided for in Section 5 hereof, the Company shall be obligated to pay and the Executive shall be entitled to receive, on the pay date for the pay period in which the termination occurswithin ten (10) days of termination, all accrued and unpaid Base Salary which has accrued for services performed to the date of terminationtermination and which has not yet been paid. In addition, the Executive executive shall be entitled to one year, (12 months) of severance, payment of a pro rata portion of any LTIP or annual bonus period partially completed, any vested benefits to which he is entitled under the terms of any applicable employee Executive benefit plan or program, vested restricted stock plan and stock option plan of the Company, and, to the extent applicable, short-term or long-term disability plan or program with respect to any disability, or any life insurance policies and the benefits provided by such plan, program or policies, or applicable lawlaw as duly adopted from time to time by the Board. B. Except as provided in Section 7(A), upon Upon termination of the Executive's employment by the Company without Cause or by the Executive due to for Good Reason, in addition the Company shall be obligated to pay and the amount set forth Executive shall be entitled to receive: (1) all of the amounts and benefits described in Section 6(A6.A. hereof and (2) a lump sum payment, within ten (10) days of termination, equal to twelve (12) months of the Executive's Base Salary; and (3) continued participation in all Executive welfare benefit programs of the Company for the remainder of the Term or, if longer, until the first anniversary of the Executive's termination of employment, as if there had been no termination of employment. Payments under Section 6.B., with the exception of amounts due pursuant to Section 6. B(1), are continued on the execution by the Executive of a release of all employment-related claims; provided, however, that such release shall be contingent upon the Company's satisfaction of all terms and conditions of this Section. C. Upon termination of the Executive's employment upon the death of Executive pursuant to Section 5.A., the Company shall be obligated to pay, and the Executive shall be entitled to receive, : (i1) Base Salary for all of the amounts and vested benefits described in Section 6.A.; (2) any death benefit payable under a period of three years and plan or policy provided by the company; and (ii3) continued medical and dental benefits for a period of three years at no cost to participation by the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) 's dependents in the event of a willful breach by the Executive welfare benefit programs of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to Company for the Executive by the Company. As a condition precedent to the receipt of any remainder of the severance benefits hereunder Term, or if longer, until the Executive hereby agrees to execute a release first anniversary of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment Executive's termination of employment, as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminateif there had been no termination of employment. D. Upon any termination or expiration of the Executive's employment hereunder or upon the Disability of the Executive pursuant to Section 5. B., the Company shall be obligated to pay, and the Executive shall be entitled to receive: (1) all of the amounts and vested benefits described in Section 6.A.; (2) the Base Salary, at the rate in effect immediately prior to the date of his termination of employment due to Disability, for the remainder of the Term, offset by any payments the Executive receives under the Company's long-term disability plan and any supplements thereto, whether funded or unfunded which is adopted by the Company for the Executive's benefit and not attributable to the Executive's own contributions; and (3) continued participation by the Executive and his dependents in the welfare benefit programs of the Company for the remainder of the Term or, if longer, until the first anniversary of the Executive's termination of employment as if there had been no termination of the employment. Payments under Section 6.D., with the exception of amounts due pursuant to Section 6.D(1), are conditioned on the execution by the Executive or the Executive's representative of a release of all employment-related claims; provided, however, that such release shall be contingent upon the Company's satisfaction of all terms and conditions of this Section. E. Upon voluntary termination of employment by the Executive for any reason whatsoever (other than for Good Reason as described in Section 6.B.) or termination by the Company for Cause the Company shall have no further liability or obligation under or in connection with this Agreement; provided, howeverexcept to provide the amounts set forth in Section 6.A. F. Upon voluntary or involuntary termination of employment of the Executive for any reason whatsoever or expiration of the Term, that the Executive shall continue to be subject to the provisions of Sections 8Section 7, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reasonreason whatsoever). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of termination.

Payments Upon Termination. A. Upon termination of (a) If the Executive's ’s employment hereundershall be terminated because of death, disability, or for Cause, the Company shall be obligated to pay and the Executive shall be entitled to receive(or his executor, on the pay date for the pay period in which the termination occursadministrator or other personal representative, all accrued and unpaid Base as applicable) his full Annual Direct Salary to through the date of termination. In addition, the Executive shall be entitled to any benefits to which he is entitled under the terms of any applicable employee benefit plan or program or applicable law. B. Except as provided in Section 7(A), upon termination of employment at the Executive's employment by rate in effect at the Company without Cause or by the Executive due to Good Reason, in addition to the amount set forth in Section 6(A), the Company shall be obligated to pay, time of termination and the Executive shall be entitled to receive, (i) Base Salary for a period of three years and (ii) continued medical and dental benefits for a period of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminate. D. Upon any termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with this Agreement; provided, however, that the Executive shall continue to be subject to the provisions of Sections 8, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability obligations to the Executive under this Agreement (and the Executive shall not be entitled to payment of any unpaid bonus or incentive award); provided that in the event of a termination by the Company because of disability and other than in the case of employment in any Competitive Business the Company shall pay to the Executive, as full and complete liquidated damages hereunder, an amount equal to the Executive’s then monthly Annual Direct Salary multiplied by six (6) months, with such amount payable in equal monthly installments and provided further that the foregoing amounts shall be reduced by any disability payments for which the Executive may otherwise be entitled. No payments or benefits shall be provided hereunder in connection with this Agreementthe Executive’s disability (i) unless and until the Company has first received a signed general release from the Executive (or the Executive’s guardian or legal representative) in a form acceptable to the Company releasing the Company and Affiliates and any other parties identified by the Company and Affiliates therein, except and (ii) to pay the portion extent that the Executive has breached any of his post-termination obligations hereunder. (i) If the Executive’s employment is terminated by the Company without Cause; or (ii) If the Executive terminates his employment at any time following: (I) a notice from the Company that its principal executive offices are being relocated more than 90 miles from their current location or that the Executive’s principal place of employment is transferred to an office location more than 90 miles from his then current place of employment (unless in either case the effect of such relocation results in the Executive’s principal place of employment being less than forty (40) miles from his principal residence), and (II) the failure of the Company to offer the Executive a reasonable relocation package to cover direct out-of-pocket losses (if any) on the sale of the Executive's Base ’s primary residence, and temporary living expenses and moving costs, then the Company shall pay to the Executive, as full and complete liquidated damages hereunder, an amount equal to the Executive’s then monthly Annual Direct Salary earned multiplied by twelve (12) months, with such amount payable in equal monthly installments; provided that the amount and term of such payments is subject to adjustment upon the Executive’s acceptance of an equity compensation package to be determined. The Company shall also maintain in full force and effect, for the continued benefit of the Executive for twelve (12) months, any medical or accrued health-and-accident plan or arrangement of the Company in which the Executive is a participant at the date time of terminationsuch termination of employment; provided that the Executive shall remain responsible for continuing to pay his share of the costs of such coverage; provided further that the Company shall not be under any duty to maintain such coverage if the Executive becomes eligible for coverage under any other employer’s insurance and the Executive shall give the Company prompt notice of when such eligibility occurs. No payments or benefits shall be provided hereunder (i) unless and until the Company has first received a signed general release from the Executive in a form acceptable to the Company releasing the Company and Affiliates and any other parties identified by the Company and Affiliates therein, and (ii) to the extent that the Executive has breached any of his post-termination obligations hereunder.

Payments Upon Termination. A. Upon termination of Employee’s employment for any reason prior to the Executive's employment hereunderexpiration of the Term, the Company shall be obligated to pay pay, and the Executive Employee shall be entitled to receive, on the pay date for the pay period in which the termination occurs, : 1. all accrued and unpaid Base Salary to the date of termination; 2. In additionany earned, but unpaid, bonuses for the Executive shall be bonus year ending prior to the date of termination; 3. all incurred but unreimbursed business expenses for which Employee is entitled to reimbursement; and 4. any benefits to which he is entitled under the terms of any applicable employee benefit plan or program program, or applicable law. B. Except as provided in Section 7(A), upon Upon termination of the Executive's Employee’s employment by the Company without Cause or by the Executive due pursuant to Good Reason, in addition to the amount set forth in Section 6(A)5.C., the Company shall be obligated to paypay or provide, and the Executive Employee’s estate or beneficiary shall be entitled to receive, : 1. all of the amounts and benefits described in Section 6.A.; and 2. either (a) a lump sum payment equal to 1.5 times the sum of (i) Employee’s Base Salary for a period of three years and Salary, plus (ii) the most recent annual bonus earned by Employee or (b) a lump sum payment equal to 1.5 times Employee’s Base Salary and, solely for purposes of determining Employee’s vesting under any Options, the number of shares that would become vested under such Options during the 12-month period following Employee’s termination date if Employee’s employment had continued medical and dental benefits for a during such period shall become vested on his termination of three years at no cost employment date, whichever of (a) or (b) is elected by Employee in writing to the Executive. The Company may cease all payments within five days of Base Salary and bonus under this Section 6(B) in the event of a willful breach by the Executive of the provisions of Sections 8, 9 or 10 of this Agreement or any inadvertent breach that continues after notice given to the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Companyhis termination date. C. In the event Executive elects of any termination of employment under Section 5, Employee shall be under no obligation to terminate seek other employment as set forth in Section 5(F) then in such event and there shall be no offset against amounts due Employee under this Agreement on account of any options not vested as set forth in Section 3(B) shall terminateremuneration attributable to any subsequent employment or self-employment that he may obtain. D. Upon any The Company and Employee have previously or contemporaneously with this Agreement entered into a Severance Agreement which provides certain payments and benefits to Employee upon a qualified termination or expiration of the Executive's employment hereunder pursuant to Section 5, the Executive shall have no further liability or obligation under or in connection with a change of control of the Company. Notwithstanding anything in this Agreement; provided, however, that the Executive shall continue to be subject Agreement to the provisions of Sections 8contrary, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions to the extent Employee is entitled to receive any severance payment or benefits under the Severance Agreement any severance payment or benefits to which Employee is otherwise entitled to receive under this Agreement shall survive any termination be reduced or expiration of the Executive's employment hereunder for any reason). Upon any Voluntary Termination offset by the Executive (other than a resignation severance payment or benefit payable under the Severance Agreement in such manner as is appropriate, as determined in good faith by the Executive for Good Reason)Board, or expiration to prevent a duplication of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of terminationsuch payment and benefits.

Payments Upon Termination. A. Upon termination of the Executive's ’s employment hereunderhereunder for any reason as so provided for in Section 5 hereof, the Company shall be obligated to pay and the Executive shall be entitled to receive, on the pay date for the pay period in which the termination occurswithin ten (10) days of termination, all accrued and unpaid Base Salary which has accrued for services performed to the date of terminationtermination and which has not yet been paid. In addition, the Executive shall be entitled to any benefits to which he is entitled as of the date of termination under the terms of any applicable employee Executive benefit plan or program, restricted stock plan and stock option plan of the Company, and, to the extent applicable, short-term or long-term disability plan or program with respect to any disability, or any life insurance policies and the benefits provided by such plan, program or policies, or applicable law.. In addition, Executive may be entitled to additional payments, as described below: B. Except as provided in Section 7(A), upon A. Upon termination of the Executive's ’s employment by the Company company without Cause or by the Executive due to for Good Reason, the Company shall be obligated to pay and the Executive shall be entitled to receive: (1) all of the amounts and benefits described in addition the first paragraph of this Section 6; (2) a lump sum payment, within 10 days of termination, equal to the amount set forth lesser of three (3) months of the Executive’s Base Salary or the Executive’s Base Salary for the remainder of the Term; and (3) The minimum Annual Performance Bonus pursuant to Section 4.A of this Agreement for the remainder of the Term. B. Upon termination of the Executive’s employment upon the death of Executive pursuant to Section 5.A., the Company shall be obligated to pay, and the Executive’s estate shall be entitled to receive: (1) all of the amounts and benefits described in the first paragraph of this Section 6(A6, including Section 6.A; and (2) any death benefit payable under a plan or policy provided by the Company; provided, however, that if such death benefit is less than the minimum Annual Performance Bonus that would be paid to Executive pursuant to Section 4.A of this Agreement for the remainder of the Term, the Company shall pay the Executive’s estate the difference. Payments under Section 6.B., with the exception of amounts due pursuant to Section 6.B(1), are conditioned on the execution by the Executive heirs of a release of all employment-related claims; provided, however, that such release shall be contingent upon the Company’s satisfaction of all terms and conditions of this Section. C. Upon termination of the Executive’s employment upon the Disability of the Executive pursuant to Section 5.B., the Company shall be obligated to pay, and the Executive shall be entitled to receive, (i) Base Salary for a period receive all of three years the amounts and (ii) continued medical and dental benefits for a period described in the first paragraph of three years at no cost to the Executive. The Company may cease all payments of Base Salary and bonus under this Section 6(B) in the event of 6, including Section 6.A and any long-term disability benefit payable under a willful breach plan or policy provided by the Company; provided, however, that if such disability benefit is less than the minimum Annual Performance Bonus that would be paid to Executive of the provisions of Sections 8, 9 or 10 pursuant to Section 4.A of this Agreement or any inadvertent breach that continues after notice given to for the remainder of the Term, the Company shall pay the Executive by the Company. As a condition precedent to the receipt of any of the severance benefits hereunder the Executive hereby agrees to execute a release of claims against the Company and its affiliates in form and substance reasonably satisfactory to the Company. C. In the event Executive elects to terminate employment as set forth in Section 5(F) then in such event any options not vested as set forth in Section 3(B) shall terminatedifference. D. Upon voluntary termination of employment by the Executive for any reason whatsoever (other than for Good Reason as described in Section 5D) or termination or expiration of by the Executive's employment hereunder pursuant to Section 5Company for Cause, the Executive Company shall have no further liability or obligation under or in connection with this Agreement; provided, howeverexcept to provide the amounts set forth in the first paragraph of this Section 6. E. Upon voluntary or involuntary termination of employment of the Executive for any reason whatsoever or expiration of the Term, that the Executive shall continue to be subject to the provisions of Sections 8Section 7, 9, 10, 11 and 12 hereof (it being understood and agreed that such provisions shall survive any termination or expiration of the Executive's ’s employment hereunder for any reasonreason whatsoever). Upon any Voluntary Termination by the Executive (other than a resignation by the Executive for Good Reason), or expiration of Executive's employment agreement, the Company shall have no further liability under or in connection with this Agreement, except to pay the portion of the Executive's Base Salary earned or accrued at the date of termination.