Common use of Payments Upon Termination Clause in Contracts

Payments Upon Termination. If within two (2) years after a Change in Control of the Corporation, the Corporation or a Subsidiary shall terminate the Executive's employment other than by reason of the Executive's death, Disability, Retirement or for Cause or if the Executive shall terminate his employment for Good Reason then, in any such event, and subject in each case to Section 2(j) hereof, the Corporation or a Subsidiary will pay to the Executive as compensation for services rendered, beginning not later than the fifth business day following completion of the "Parachute Procedure" (as hereinafter defined) if the Corporation elects to follow such procedure and not later than the fifteenth day after the Date of Termination otherwise: (a) the Executive's Salary through the Date of Termination, any existing fringe benefits (including medical benefits) and incentive compensation for the fiscal year in which the termination occurs in accordance with any arrangements then existing with the Executive and proportionate to the period of the fiscal year which has expired prior to the termination; and (b) a lump sum severance payment equal to one (1) times the Executive's "Base Amount," as such term is defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") (subject to any applicable payroll or other taxes and changes required to be withheld computed at the rate for supplemental payments), provided that in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times the Executive's Base Amount. The Executive's Base Amount shall be determined in accordance with temporary or final regulations promulgated under Section 280G of the Code then in effect, if any. In the absence of such regulations, if the Executive were not employed by the Corporation (or any corporation or partnership affiliated with the Corporation (an "Affiliate") within the meaning of Section 1504 of the Code or a predecessor of the Corporation) during the entire five calendar years (the "Base Period") preceding the calendar year in which a Change in Control of the Corporation occurred, the Executive's average annual compensation for the purposes of such determination shall be the lesser of (i) the average of the Executive's annual compensation for the complete calendar years during the Base Period during which the Executive was so employed or (ii) the average of the Executive's annual compensation for both complete and partial calendar years during the Base Period during which the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included in the Base Period. Compensation payable to the Executive by the Corporation or any Affiliate or predecessor of the Corporation shall include every type and form of compensation includible in the Executive's gross income in respect of the Executive's employment by the Corporation or any Affiliate or predecessor of the Corporation, including compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired, except to the extent otherwise provided in temporary or final regulations promulgated under Section 280G of the Code. For purposes of this Section 3(b) a "change in control of the Corporation" shall have the meaning set forth in Section 280G of the Code and any temporary or final regulations promulgated thereunder, subject to the limitation stated in Section 3(c) below; and (i) Notwithstanding anything to the contrary contained herein, in the event that any portion of the aggregate payments and (ii) At the option of the Corporation, no payments shall be made pursuant to this Section 3 until the procedure described in this Section 3(c)(ii) is completed (the "Parachute Procedure"). If the Corporation elects to comply with such procedure, the Corporation shall cause its independent auditors to deliver to the Executive, within fifteen (15) days after the Date of Termination, a statement which shall indicate whether payment to the Executive of the Total Payments would cause any portion of the Total Payments not to be deductible in whole or part in the calculation of federal income tax by reason of section 280G of the Code, or would cause, directly or indirectly, an "excess parachute payment" to exist within the meaning of Section 280G of the Code. Such statement shall set forth the value, calculated in accordance with the principles of Section 280G of the Code and any temporary or final regulations promulgated thereunder, of any non-cash benefits or any deferred or contingent payment or benefit payable pursuant to the terms of this Agreement or any other plan, arrangement or benefit, together with sufficient information to enable the Corporation to determine the payments that may be made to the Executive without resulting in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code. The Corporation warrants to the Executive the accuracy of all information and calculations supplied to the Executive in such statement. If such statement indicates that payment of the Total Payments would result in a loss of a deduction by reason of Section 280G of the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the Code, the Executive shall, within thirty (30) days after receipt of the statement, deliver to the Corporation a statement indicating which of the payments and benefits specified in such auditor's statement the Executive elects to receive; provided, however, that the payments and benefits selected by the Executive shall not result in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code and, provided, further, however, that if the Corporation does not comply with the Parachute Procedure, it shall deliver the payments required by this Section 3 within fifteen (15) days after the Date of Termination. Delivery of the statement by the Executive to the Corporation shall - 10 - 11 constitute completion of the Parachute Procedure. (d) The Corporation shall contest any improper assessment of an excise or other tax imposed as a result of a determination that an "excess parachute payment" has been made to the Executive within the meaning of Section 280G of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Code, then the Executive shall pay to the Corporation, upon demand, an amount not to exceed the sum of (i) the excess of the aggregate Total Payments over the aggregate Total Payments that would have been paid without any portion of such payment being deemed an "excess parachute payment" within the meaning of Section 280G of the Code and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate specified in Section 1274(d) of the Code from the date of receipt by the Executive of such excess until the date of such repayment.

Payments Upon Termination. If within a Change of Control (as defined herein) occurs, then the Executive shall be entitled to receive a lump sum payment equal to two (2) years after a Change in Control times his current Annual Direct Salary, at the earliest of the Corporation, the Corporation or a Subsidiary shall terminate the Executive's employment other than by reason of the Executive's death, Disability, Retirement or for Cause or if the Executive shall terminate his employment for Good Reason then, in any such event, and subject in each case to Section 2(j) hereof, the Corporation or a Subsidiary will pay to the Executive as compensation for services rendered, beginning not later than the fifth business day following completion of the "Parachute Procedure" (as hereinafter defined) if the Corporation elects to follow such procedure and not later than the fifteenth day after the Date of Termination otherwiseevents: (a) If, between the execution of an agreement to effect a Change of Control (as defined herein) and the actual Date of a Change of Control (as defined herein) the Executive's Salary through the Date of Termination, any existing fringe benefits (including medical benefits) and incentive compensation for the fiscal year in which the termination occurs in accordance with any arrangements then existing employment with the Executive Corporation and proportionate to the period of the fiscal year which has expired prior to the termination; andBank is terminated, other than For Cause (as defined herein); (b) a lump sum severance payment equal to one (1) times the Executive's "Base Amount," as such term is defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") (subject to any applicable payroll or other taxes and changes required to be withheld computed at the rate for supplemental payments), provided that in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times the Executive's Base Amount. The Executive's Base Amount shall be determined in accordance with temporary or final regulations promulgated under Section 280G of the Code then in effect, if any. In the absence of such regulations, if If the Executive were is not employed by the Corporation (or any corporation or partnership affiliated with the Corporation (an "Affiliate") within the meaning of Section 1504 of the Code or a predecessor of the Corporation) during the entire five calendar years (the "Base Period") preceding the calendar year in which a Change in Control of the Corporation occurred, the Executive's average annual compensation for the purposes of such determination shall be the lesser of (i) the average of the Executive's annual compensation for the complete calendar years during the Base Period during which the Executive was so employed or (ii) the average of the Executive's annual compensation for both complete and partial calendar years during the Base Period during which the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included in the Base Period. Compensation payable to the Executive by the Corporation or any Affiliate or predecessor of the Corporation shall include every type and form of compensation includible in the Executive's gross income in respect of the Executive's offered employment by the Corporation acquiring person or any Affiliate or predecessor entity as of the CorporationDate of Change of Control (as defined herein) in a position having equivalent responsibilities, including authority, compensation income recognized and benefits as a result he received immediately prior to the Change of Control (as defined herein); (c) If, between the Date of the Executive's exercise Change of stock options or sale of the stock so acquired, except to the extent otherwise provided in temporary or final regulations promulgated under Section 280G of the Code. For purposes of this Section 3(bControl (as defined herein) a "change in control of the Corporation" shall have the meaning set forth in Section 280G of the Code and any temporary or final regulations promulgated thereunder, subject to the limitation stated in Section 3(csix (6) below; and (i) Notwithstanding anything to the contrary contained herein, in the event that any portion of the aggregate payments and (ii) At the option of the Corporation, no payments shall be made pursuant to this Section 3 until the procedure described in this Section 3(c)(ii) is completed (the "Parachute Procedure"). If the Corporation elects to comply with such procedure, the Corporation shall cause its independent auditors to deliver to the Executive, within fifteen (15) days months after the Date of Termination, a statement which shall indicate whether payment to the Executive Change of the Total Payments would cause any portion of the Total Payments not to be deductible in whole or part in the calculation of federal income tax by reason of section 280G of the Code, or would cause, directly or indirectly, an "excess parachute payment" to exist within the meaning of Section 280G of the Code. Such statement shall set forth the value, calculated in accordance with the principles of Section 280G of the Code and any temporary or final regulations promulgated thereunder, of any non-cash benefits or any deferred or contingent payment or benefit payable pursuant to the terms of this Agreement or any other plan, arrangement or benefit, together with sufficient information to enable the Corporation to determine the payments that may be made to the Executive without resulting in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code. The Corporation warrants to the Executive the accuracy of all information and calculations supplied to the Executive in such statement. If such statement indicates that payment of the Total Payments would result in a loss of a deduction by reason of Section 280G of the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the CodeControl (as defined herein), the Executive shallis terminated from employment, within thirty (30) days after receipt of the statementfor any reason whatsoever, deliver to the Corporation a statement indicating which of the payments and benefits specified in such auditor's statement the Executive elects to receive; provided, however, that the payments and benefits selected by the Executive shall not result in a loss of deduction under Section 280G of the Code acquiring person or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code andentity; or (d) If, provided, further, however, that if the Corporation does not comply with the Parachute Procedure, it shall deliver the payments required by this Section 3 within fifteen between three (153) days and (6) months after the Date of TerminationChange of Control (as defined herein), the Executive terminates his employment with the acquiring person or entity. Delivery If at the end of six (6) months after the Date of the statement by the Executive to the Corporation shall - 10 - 11 constitute completion Change of Control (as defined herein), none of the Parachute Procedure. events described above in Subsections (a), (b), (c) or (d) The Corporation shall contest any improper assessment of an excise or other tax imposed as a result of a determination that an "excess parachute payment" has been made to the Executive within the meaning of this Section 280G of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Codehave occurred, then the Executive shall pay no longer be entitled to receive the Corporation, upon demand, an amount not to exceed the sum of (i) the excess of the aggregate Total Payments over the aggregate Total Payments that would have been paid without any portion of such payment being deemed an "excess parachute payment" within the meaning of Section 280G of the Code and (ii) interest on the amount Upon Termination set forth in clause (i) above this Section, and the Agreement shall thereafter be null and void. Annual Direct Salary shall be defined herein as the fixed, gross, base annual salary paid to the Executive at such time as the applicable federal rate specified Corporation and the Bank customarily pays its other senior officers and shall not include any benefits, bonuses, incentives or other compensation. This Agreement shall be null and void if the Payments Upon Termination provided in Section 1274(d) 4 hereof cause the transaction effectuating the Change of Control to not be accounted for as a pooling of interests for accounting purposes by the United States Securities and Exchange Commission and such pooling of interest accounting treatment is a condition to the consummation of the Code from the date Change of receipt Control transaction mutually agreed upon by the Executive Parties as part of a definitive agreement for such excess until the date of such repaymenttransaction.

Payments Upon Termination. If (i) In the event that the Executive’s employment terminates for any reason, the Company shall pay to the Executive all amounts accrued but unpaid hereunder through the date of termination in respect of Salary, any unpaid Bonus in respect to any completed fiscal year which has ended prior to the date of termination, accrued but unused vacation and any unreimbursed expenses. Amounts owed by the Company in respect of the payments under Section 6(e)(i) hereof or reimbursement for expenses under the provisions of Section 5 hereof shall be paid within five (5) business days of any termination , except amounts payable with respect to unpaid Bonus, which shall be paid at such time bonus amounts are paid to other senior executives. (ii) In the event that prior to a Change in Control, 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), in addition to the amounts specified in subsection (i) above, (A) the Executive shall be entitled to an amount equal to twelve (12) months Salary (less any applicable withholding or similar taxes) at the rate in effect hereunder on the date of such termination, such amount to be payable in substantially equal monthly installments from the date of such termination through the date two months from end of the Company’s fiscal year following the year of such termination (the “Severance Term”); (B) the Company shall pay the Executive an aggregate amount equal to one times the Bonus payable or paid to the Executive in respect of the completed fiscal year which has ended prior to the date of termination, payable in substantially equal monthly installments during the Severance Term; (C) a lump-sum payment equal to twelve (12) times the monthly cost of health continuation coverage for the Executive and his dependents, as provided under COBRA and as determined on the date of termination, whether or not the Executive elects such COBRA coverage; and (D) all outstanding options then held by the Executive shall immediately vest as to the number of covered shares which would otherwise have vested during the Severance Term, assuming no termination of employment had occurred. Payment of any amounts pursuant to this Section 6(e) shall be expressly conditioned upon the Executive’s execution of a general waiver and release of claims against the Company and its officers, directors, agents, and affiliates. (iii) In the event that in connection with or following a Change in Control, 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), in lieu of amounts payable and benefits provided to the Executive pursuant to subsection (ii) above, the Executive shall be entitled to receive (A) a lump-sum cash payment equal to two (2) years after times (x) the Executive’s then-current Salary and (y) the Bonus payable or paid to the Executive in respect of the completed fiscal year which has ended prior to the date of termination; (B) a lump-sum payment equal to twenty four (24) times the monthly cost of health continuation coverage for the Executive and his dependents, as provided under COBRA and as determined on the date of termination, whether or not the Executive elects such COBRA coverage; and (C) all outstanding options then held by the Executive shall immediately vest and be fully exercisable as of the date of such termination. For purposes of this Agreement, the term “Change in Control” shall have the same meaning as “Change in Control of the Corporation, Company” as provided in the Corporation or a Subsidiary shall terminate the Executive's employment other than by reason of the Executive's death, Disability, Retirement or for Cause or if the Executive shall terminate his employment for Good Reason then, in any such event, and subject in each case to Section 2(j) hereof, the Corporation or a Subsidiary will pay to the Executive as compensation for services rendered, beginning not later than the fifth business day following completion of the "Parachute Procedure" (as hereinafter defined) if the Corporation elects to follow such procedure and not later than the fifteenth day after the Date of Termination otherwise: (a) the Executive's Salary through the Date of Termination, any existing fringe benefits (including medical benefits) and incentive compensation for the fiscal year in which the termination occurs in accordance with any arrangements then existing with the Executive and proportionate to the period of the fiscal year which has expired prior to the termination; and (b) a lump sum severance payment equal to one (1) times the Executive's "Base Amount," as such term is defined in Section 280G of the Internal Revenue Code of 1986, as amended Company’s Stock Option Plan (the "Code") (subject to any applicable payroll or other taxes and changes required to be withheld computed at the rate for supplemental payments“Option Plan”), provided that in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times the Executive's Base Amount. The Executive's Base Amount shall be determined in accordance with temporary or final regulations promulgated under Section 280G of the Code then in effect, if any. In the absence of such regulations, if the Executive were not employed by the Corporation (or any corporation or partnership affiliated with the Corporation (an "Affiliate") within the meaning of Section 1504 of the Code or a predecessor of the Corporation) during the entire five calendar years (the "Base Period") preceding the calendar year in which a Change in Control of the Corporation occurred, the Executive's average annual compensation for the purposes of such determination shall be the lesser of (i) the average of the Executive's annual compensation for the complete calendar years during the Base Period during which the Executive was so employed or (ii) the average of the Executive's annual compensation for both complete and partial calendar years during the Base Period during which the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included in the Base Period. Compensation payable to the Executive by the Corporation or any Affiliate or predecessor of the Corporation shall include every type and form of compensation includible in the Executive's gross income in respect of the Executive's employment by the Corporation or any Affiliate or predecessor of the Corporation, including compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired, except to the extent otherwise provided in temporary or final regulations promulgated under Section 280G of the Code. For purposes of this Section 3(b) a "change in control of the Corporation" shall have the meaning set forth in Section 280G of the Code and any temporary or final regulations promulgated thereunder, subject to the limitation stated in Section 3(c) below; and (i) Notwithstanding anything to the contrary contained herein, in the event that any portion of the aggregate payments and (ii) At the option of the Corporation, no payments shall be made pursuant to this Section 3 until the procedure described in this Section 3(c)(ii) is completed (the "Parachute Procedure"). If the Corporation elects to comply with such procedure, the Corporation shall cause its independent auditors to deliver to the Executive, within fifteen (15) days after the Date of Termination, a statement which shall indicate whether payment to the Executive of the Total Payments would cause any portion of the Total Payments not to be deductible in whole or part in the calculation of federal income tax by reason of section 280G of the Code, or would cause, directly or indirectly, an "excess parachute payment" to exist within the meaning of Section 280G of the Code. Such statement shall set forth the value, calculated in accordance with the principles of Section 280G of the Code and any temporary or final regulations promulgated thereunder, of any non-cash benefits or any deferred or contingent payment or benefit payable pursuant to the terms of this Agreement or any other plan, arrangement or benefit, together with sufficient information to enable the Corporation to determine the payments that may be made to the Executive without resulting in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code. The Corporation warrants to the Executive the accuracy of all information and calculations supplied to the Executive in such statement. If such statement indicates that payment of the Total Payments would result in a loss of a deduction by reason of Section 280G of the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the Code, the Executive shall, within thirty (30) days after receipt of the statement, deliver to the Corporation a statement indicating which of the payments and benefits specified in such auditor's statement the Executive elects to receive; provided, however, that the payments and benefits selected by the Executive shall not result in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code and, provided, further, however, that if the Corporation does not comply with the Parachute Procedure, it shall deliver the payments required by this Section 3 within fifteen (15) days after the Date of Termination. Delivery of the statement by the Executive to the Corporation shall - 10 - 11 constitute completion of the Parachute Procedure. (d) The Corporation shall contest any improper assessment of an excise or other tax imposed as a result of a determination that an "excess parachute payment" has been made to the Executive within the meaning of Section 280G of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Code, then the Executive shall pay to the Corporation, upon demand, an amount not to exceed the sum of (i) the excess of the aggregate Total Payments over the aggregate Total Payments that would have been paid without any portion of such payment being deemed an "excess parachute payment" within the meaning of Section 280G of the Code and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate specified in Section 1274(d) of the Code from the date of receipt by the Executive of such excess until the date of such repayment.

Payments Upon Termination. If (i) In the event that the Executive’s employment terminates for any reason, the Company shall pay to the Executive all amounts accrued but unpaid hereunder through the date of termination in respect of Salary, any unpaid Bonus in respect to any completed fiscal year which has ended prior to the date of termination, accrued but unused vacation and any unreimbursed expenses. Amounts owed by the 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 paid within five (5) business days of any termination, except amounts payable with respect to unpaid Bonus, which shall be paid at such time bonus amounts are paid to other senior executives. (ii) In the event that prior to a Change in Control, 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 for Good Reason, in addition to the amounts specified in subsection (i) above, (A) the Executive shall be entitled to an amount equal to twelve (12) months Salary (less any applicable withholding or similar taxes) at the rate in effect hereunder on the date of such termination, such amount to be payable in substantially equal monthly installments from the date of such termination through the date two months from end of the Company’s fiscal year following the year of such termination (the “Severance Term”); (B) the Company shall pay the Executive an aggregate amount equal to one times the Bonus payable or paid to the Executive in respect of the completed fiscal year which has ended prior to the date of termination, payable in substantially equal monthly installments during the Severance Term; (C) a lump-sum payment equal to twelve (12) times the monthly cost of health continuation coverage for the Executive and his dependents, as provided under COBRA and as determined on the date of termination, whether or not the Executive elects such COBRA coverage; and (D) all outstanding options then held by the Executive shall immediately vest as to the number of covered shares which would otherwise have vested during the Severance Term, assuming no termination of employment had occurred. Payment of any amounts pursuant to this Section 6(f) shall be expressly conditioned upon the Executive’s execution of a general waiver and release of claims against the Company and its officers, directors, agents, and affiliates. (iii) In the event that in connection with or following a Change in Control, 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 for Good Reason, in lieu of amounts payable and benefits provided to the Executive pursuant to subsection (ii) above, the Executive shall be entitled to receive (A) a lump-sum cash payment equal to two (2) years after a Change in Control times the sum of the Corporation, the Corporation or a Subsidiary shall terminate (x) the Executive's employment other than by reason of ’s then-current Salary and (y) the Executive's death, Disability, Retirement Bonus payable or for Cause or if the Executive shall terminate his employment for Good Reason then, in any such event, and subject in each case to Section 2(j) hereof, the Corporation or a Subsidiary will pay paid to the Executive as compensation for services rendered, beginning not later than the fifth business day following completion in respect of the "Parachute Procedure" (as hereinafter defined) if the Corporation elects to follow such procedure and not later than the fifteenth day after the Date of Termination otherwise: (a) the Executive's Salary through the Date of Termination, any existing fringe benefits (including medical benefits) and incentive compensation for the fiscal year in which the termination occurs in accordance with any arrangements then existing with the Executive and proportionate to the period of the completed fiscal year which has expired ended prior to the date of termination; and (bB) a lump lump-sum severance payment equal to one twenty four (124) times the Executive's "Base Amount," monthly cost of health continuation coverage for the Executive and his dependents, as provided under COBRA and as determined on the date of termination, whether or not the Executive elects such term is defined in Section 280G COBRA coverage; and (C) all outstanding options then held by the Executive shall immediately vest and be fully exercisable as of the Internal Revenue Code of 1986, as amended (the "Code") (subject to any applicable payroll or other taxes and changes required to be withheld computed at the rate for supplemental payments), provided that in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times the Executive's Base Amount. The Executive's Base Amount shall be determined in accordance with temporary or final regulations promulgated under Section 280G of the Code then in effect, if any. In the absence date of such regulations, if the Executive were not employed by the Corporation (or any corporation or partnership affiliated with the Corporation (an "Affiliate") within the meaning of Section 1504 of the Code or a predecessor of the Corporation) during the entire five calendar years (the "Base Period") preceding the calendar year in which a Change in Control of the Corporation occurred, the Executive's average annual compensation for the purposes of such determination shall be the lesser of (i) the average of the Executive's annual compensation for the complete calendar years during the Base Period during which the Executive was so employed or (ii) the average of the Executive's annual compensation for both complete and partial calendar years during the Base Period during which the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included in the Base Period. Compensation payable to the Executive by the Corporation or any Affiliate or predecessor of the Corporation shall include every type and form of compensation includible in the Executive's gross income in respect of the Executive's employment by the Corporation or any Affiliate or predecessor of the Corporation, including compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired, except to the extent otherwise provided in temporary or final regulations promulgated under Section 280G of the Code. For purposes of this Section 3(b) a "change in control of the Corporation" shall have the meaning set forth in Section 280G of the Code and any temporary or final regulations promulgated thereunder, subject to the limitation stated in Section 3(c) below; andtermination. (iiv) Notwithstanding anything to the contrary contained herein, in the event that Payment of any portion of the aggregate payments and (ii) At the option of the Corporation, no payments shall be made amounts pursuant to this Section 3 until the procedure described in this Section 3(c)(ii6(f) is completed (the "Parachute Procedure"). If the Corporation elects to comply with such procedure, the Corporation shall cause its independent auditors to deliver to be expressly conditioned upon the Executive, within fifteen (15) days after the Date of Termination, a statement which shall indicate whether payment to the Executive of the Total Payments would cause any portion of the Total Payments not to be deductible in whole or part in the calculation of federal income tax by reason of section 280G of the Code, or would cause, directly or indirectly, an "excess parachute payment" to exist within the meaning of Section 280G of the Code. Such statement shall set forth the value, calculated in accordance with the principles of Section 280G of the Code and any temporary or final regulations promulgated thereunder, of any non-cash benefits or any deferred or contingent payment or benefit payable pursuant to the terms of this Agreement or any other plan, arrangement or benefit, together with sufficient information to enable the Corporation to determine the payments that may be made to the Executive without resulting in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code. The Corporation warrants to the Executive the accuracy of all information and calculations supplied to the Executive in such statement. If such statement indicates that payment of the Total Payments would result in a loss ’s execution of a deduction by reason general waiver and release of Section 280G of claims against the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the CodeCompany and its officers, the Executive shalldirectors, within thirty (30) days after receipt of the statementagents, deliver to the Corporation a statement indicating which of the payments and benefits specified in such auditor's statement the Executive elects to receive; provided, however, that the payments and benefits selected by the Executive shall not result in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code and, provided, further, however, that if the Corporation does not comply with the Parachute Procedure, it shall deliver the payments required by this Section 3 within fifteen (15) days after the Date of Termination. Delivery of the statement by the Executive to the Corporation shall - 10 - 11 constitute completion of the Parachute Procedureaffiliates. (d) The Corporation shall contest any improper assessment of an excise or other tax imposed as a result of a determination that an "excess parachute payment" has been made to the Executive within the meaning of Section 280G of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Code, then the Executive shall pay to the Corporation, upon demand, an amount not to exceed the sum of (i) the excess of the aggregate Total Payments over the aggregate Total Payments that would have been paid without any portion of such payment being deemed an "excess parachute payment" within the meaning of Section 280G of the Code and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate specified in Section 1274(d) of the Code from the date of receipt by the Executive of such excess until the date of such repayment.

Payments Upon Termination. If within two (2) years after a Change in Control A. Upon termination of Employee's employment for any reason prior to the expiration of the CorporationTerm, the Corporation Company shall be obligated to pay, and Employee shall be entitled to receive: 1. all accrued and unpaid Base Salary to the date of termination; 2. any earned, but unpaid, bonuses for the 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 a Subsidiary shall terminate the Executiveprogram, or applicable law. B. Upon termination of Employee's employment other than by reason pursuant to Section 5.C., the Company shall be obligated to pay or provide, and Employee's estate or beneficiary shall be entitled to receive: 1. all of the Executive's death, Disability, Retirement or for Cause or if the Executive shall terminate his employment for Good Reason then, amounts and benefits described in any such event, and subject in each case to Section 2(j) hereof, the Corporation or a Subsidiary will pay to the Executive as compensation for services rendered, beginning not later than the fifth business day following completion of the "Parachute Procedure" (as hereinafter defined) if the Corporation elects to follow such procedure and not later than the fifteenth day after the Date of Termination otherwise:6.A.; and 2. either (a) a lump sum payment equal to 1.5 times the Executivesum of (i) Employee's Salary through Base Salary, plus (ii) the Date of Termination, any existing fringe benefits (including medical benefits) and incentive compensation for the fiscal year in which the termination occurs in accordance with any arrangements then existing with the Executive and proportionate to the period of the fiscal year which has expired prior to the termination; and most recent annual bonus earned by Employee or (b) a lump sum severance payment equal to one (1) 1.5 times the Executive's "Base Amount," as such term is defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") (subject to any applicable payroll or other taxes and changes required to be withheld computed at the rate for supplemental payments), provided that in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times the ExecutiveEmployee's Base Amount. The Executive's Base Amount shall be determined in accordance with temporary or final regulations promulgated under Section 280G of the Code then in effectSalary and, if any. In the absence of such regulations, if the Executive were not employed by the Corporation (or any corporation or partnership affiliated with the Corporation (an "Affiliate") within the meaning of Section 1504 of the Code or a predecessor of the Corporation) during the entire five calendar years (the "Base Period") preceding the calendar year in which a Change in Control of the Corporation occurred, the Executive's average annual compensation solely for the purposes of such determination shall be the lesser of (i) the average of the Executivedetermining Employee's annual compensation for the complete calendar years during the Base Period during which the Executive was so employed or (ii) the average of the Executive's annual compensation for both complete and partial calendar years during the Base Period during which the Executive was so employedvesting under any Options, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included shares that would become vested under such Options during the 12-month period following Employee's termination date if Employee's employment had continued during such period shall become vested on his termination of employment date, whichever of (a) or (b) is elected by Employee in the Base Period. Compensation payable writing to the Executive Company within five days of his termination date. C. In the event of any termination of employment under Section 5, Employee shall be under no obligation to seek other employment, and, except as provided in Section 6.D, there shall be no offset against amounts due Employee under this Agreement on account of any remuneration attributable to any subsequent employment or self-employment that he may obtain. D. If within two years of the Effective Date either Employee terminates his employment with the Company pursuant to Section 5.E. or the Company terminates Employee pursuant to Section 5.D., Employee shall immediately repay to the Company all unamortized relocation expenses paid by the Corporation Company pursuant to Section 4.G., with such expenses amortized on a straight-line basis over two years. E. The Company and Employee have previously or any Affiliate or predecessor contemporaneously with this Agreement entered into a Severance Agreement which provides certain payments and benefits to Employee upon a qualified termination of employment in connection with a change of control of the Corporation shall include every type and form of compensation includible Company. Notwithstanding anything in this Agreement to the Executive's gross income in respect of the Executive's employment by the Corporation or any Affiliate or predecessor of the Corporationcontrary, including compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired, except 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 provided in temporary or final regulations promulgated entitled to receive under Section 280G of the Code. For purposes of this Section 3(b) a "change in control of the Corporation" shall have the meaning set forth in Section 280G of the Code and any temporary or final regulations promulgated thereunder, subject to the limitation stated in Section 3(c) below; and (i) Notwithstanding anything to the contrary contained herein, in the event that any portion of the aggregate payments and (ii) At the option of the Corporation, no payments Agreement shall be made pursuant to this Section 3 until reduced or offset by the procedure described in this Section 3(c)(ii) is completed (the "Parachute Procedure"). If the Corporation elects to comply with such procedure, the Corporation shall cause its independent auditors to deliver to the Executive, within fifteen (15) days after the Date of Termination, a statement which shall indicate whether payment to the Executive of the Total Payments would cause any portion of the Total Payments not to be deductible in whole or part in the calculation of federal income tax by reason of section 280G of the Code, or would cause, directly or indirectly, an "excess parachute payment" to exist within the meaning of Section 280G of the Code. Such statement shall set forth the value, calculated in accordance with the principles of Section 280G of the Code and any temporary or final regulations promulgated thereunder, of any non-cash benefits or any deferred or contingent severance payment or benefit payable pursuant to under the terms of this Severance Agreement or any other plan, arrangement or benefit, together with sufficient information to enable the Corporation to determine the payments that may be made to the Executive without resulting in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code. The Corporation warrants to the Executive the accuracy of all information and calculations supplied to the Executive in such statement. If such statement indicates that payment of the Total Payments would result manner as is appropriate, as determined in a loss of a deduction by reason of Section 280G of the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the Code, the Executive shall, within thirty (30) days after receipt of the statement, deliver to the Corporation a statement indicating which of the payments and benefits specified in such auditor's statement the Executive elects to receive; provided, however, that the payments and benefits selected good faith by the Executive shall not result in Board, to prevent a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code and, provided, further, however, that if the Corporation does not comply with the Parachute Procedure, it shall deliver the payments required by this Section 3 within fifteen (15) days after the Date of Termination. Delivery of the statement by the Executive to the Corporation shall - 10 - 11 constitute completion of the Parachute Procedure. (d) The Corporation shall contest any improper assessment of an excise or other tax imposed as a result of a determination that an "excess parachute payment" has been made to the Executive within the meaning of Section 280G of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Code, then the Executive shall pay to the Corporation, upon demand, an amount not to exceed the sum of (i) the excess of the aggregate Total Payments over the aggregate Total Payments that would have been paid without any portion duplication of such payment being deemed an "excess parachute payment" within the meaning of Section 280G of the Code and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate specified in Section 1274(d) of the Code from the date of receipt by the Executive of such excess until the date of such repaymentbenefits.

Payments Upon Termination. (a) If within two (2the Executive’s employment shall be terminated because of death, disability, Executive’s resignation other than pursuant to Section 9(b)(ii) years after a Change in Control of the Corporationbelow, or for Cause, the Corporation Company shall pay the Executive (or a Subsidiary 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 terminate have no further obligations to the Executive's employment other than by reason of the Executive's death, Disability, Retirement or for Cause or if Executive under this Agreement (and the Executive shall terminate his employment for Good Reason then, in not be entitled to payment of any such event, and subject in each case to Section 2(j) hereof, the Corporation unpaid bonus or a Subsidiary will pay to the Executive as compensation for services rendered, beginning not later than the fifth business day following completion of the "Parachute Procedure" (as hereinafter defined) if the Corporation elects to follow such procedure and not later than the fifteenth day after the Date of Termination otherwise: (a) the Executive's Salary through the Date of Termination, any existing fringe benefits (including medical benefits) and incentive compensation for the fiscal year in which the termination occurs in accordance with any arrangements then existing with the Executive and proportionate to the period of the fiscal year which has expired prior to the termination; andaward). (b) a lump sum severance payment equal to one (1) times the Executive's "Base Amount," as such term is defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") (subject to any applicable payroll or other taxes and changes required to be withheld computed at the rate for supplemental payments), provided that in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times the Executive's Base Amount. The Executive's Base Amount shall be determined in accordance with temporary or final regulations promulgated under Section 280G of the Code then in effect, if any. In the absence of such regulations, if the Executive were not employed by the Corporation (or any corporation or partnership affiliated with the Corporation (an "Affiliate") within the meaning of Section 1504 of the Code or a predecessor of the Corporation) during the entire five calendar years (the "Base Period") preceding the calendar year in which a Change in Control of the Corporation occurred, the Executive's average annual compensation for the purposes of such determination shall be the lesser of (i) the average of If the Executive's annual compensation for the complete calendar years during the Base Period during which the Executive was so employed or (ii) the average of the Executive's annual compensation for both complete and partial calendar years during the Base Period during which the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation ’s employment is terminated by the number of whole and fractional years included in the Base Period. Compensation payable to the Executive by the Corporation or any Affiliate or predecessor of the Corporation shall include every type and form of compensation includible in the Executive's gross income in respect of the Executive's employment by the Corporation or any Affiliate or predecessor of the Corporation, including compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired, except to the extent otherwise provided in temporary or final regulations promulgated under Section 280G of the Code. For purposes of this Section 3(b) a "change in control of the Corporation" shall have the meaning set forth in Section 280G of the Code and any temporary or final regulations promulgated thereunder, subject to the limitation stated in Section 3(c) belowCompany without Cause; and (i) Notwithstanding anything to the contrary contained herein, in the event that any portion of the aggregate payments andor (ii) At If the option Executive terminates his employment within ten (10) business days following: (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 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 CorporationCompany 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, no payments and temporary living expenses and moving costs, then the Company shall be made pursuant to this Section 3 until the procedure described in this Section 3(c)(ii) is completed (the "Parachute Procedure"). If the Corporation elects to comply with such procedure, the Corporation shall cause its independent auditors to deliver pay to the Executive, within fifteen (15) days after the Date of Terminationas full and complete liquidated damages hereunder, a statement which shall indicate whether payment an amount equal to the Executive Executive’s then Annual Direct Salary determined on a monthly basis and multiplied by twelve (12), with such amount payable in twelve (12) equal monthly installments. The Company shall also maintain in full force and effect, for the continued benefit of the Total Payments would cause Executive for twelve (12) months, any portion medical or health-and-accident plan or arrangement of the Total Payments not 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 be deductible in whole or part in the calculation of federal income tax by reason of section 280G pay his share of the Code, or would cause, directly or indirectly, an "excess parachute payment" costs of such coverage; provided further that the Company shall not be under any duty to exist within maintain such coverage if the meaning of Section 280G of the Code. Such statement shall set forth the value, calculated in accordance with the principles of Section 280G of the Code and any temporary or final regulations promulgated thereunder, of any non-cash benefits or any deferred or contingent payment or benefit payable pursuant to the terms of this Agreement or Executive becomes eligible for coverage under any other plan, arrangement or benefit, together with sufficient information to enable the Corporation to determine the payments that may be made to employer’s insurance and the Executive without resulting in 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 loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code. The Corporation warrants to the Executive the accuracy of all information and calculations supplied to signed general release from the Executive in such statement. If such statement indicates that payment of the Total Payments would result in a loss of a deduction by reason of Section 280G of the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the Code, the Executive shall, within thirty (30) days after receipt of the statement, deliver form acceptable to the Corporation a statement indicating which of Company releasing the payments Company and benefits specified in such auditor's statement the Executive elects to receive; provided, however, that the payments Affiliates and benefits selected any other parties identified by the Executive shall not result in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code andCompany and Affiliates therein, provided, further, however, that if the Corporation does not comply with the Parachute Procedure, it shall deliver the payments required by this Section 3 within fifteen (15) days after the Date of Termination. Delivery of the statement by the Executive to the Corporation shall - 10 - 11 constitute completion of the Parachute Procedure. (d) The Corporation shall contest any improper assessment of an excise or other tax imposed as a result of a determination that an "excess parachute payment" has been made to the Executive within the meaning of Section 280G of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Code, then the Executive shall pay to the Corporation, upon demand, an amount not to exceed the sum of (i) the excess of the aggregate Total Payments over the aggregate Total Payments that would have been paid without any portion of such payment being deemed an "excess parachute payment" within the meaning of Section 280G of the Code and (ii) interest on to the amount set forth in clause (i) above at the applicable federal rate specified in Section 1274(d) of the Code from the date of receipt by extent that the Executive has breached any of such excess until the date of such repaymenthis post-termination obligations hereunder.

Payments Upon Termination. If within two (2) three years after a Change in Control of the CorporationCompany (or if within nine (9) months prior to a Change in Control if effected in connection with such Change in Control), the Corporation Company or a Subsidiary shall terminate the Executive's employment other than by reason of the Executive's death, Disability, Retirement Disability or for Cause or if the Executive shall terminate his employment for Good Reason then, in any such event, and subject in each case to Section 2(j, (a) hereof, the Corporation The Company or a Subsidiary will pay on the Date of Termination to the Executive as compensation for services rendered, beginning not later than the fifth business day following completion of the "Parachute Procedure" (as hereinafter defined) if the Corporation elects to follow such procedure and not later than the fifteenth day after the Date of Termination otherwise: (a) rendered on or before the Executive's Salary through Date of Termination, a lump sum cash amount (subject to any applicable payroll or taxes required to be withheld computed at the rate for supplemental payments) equal to (i) 2.99 times the sum of the average for each of the five fiscal years of the Company ending before the day on which the Change in Control of the Company occurs of the Executive's Salary, his Incentive Compensation and the annual cost to the Company of all hospital, medical and dental insurance, life insurance, disability insurance and other welfare or benefit plan provided to the Executive minus (ii) the cost to the Company of the insurance required under subparagraph 4(b) hereof; (b) For a period of three years following the Date of Termination, any existing fringe benefits (including medical benefits) and incentive compensation for the fiscal year in which the termination occurs in accordance with any arrangements then existing with Company shall provide, at Company expense, the Executive and proportionate the Executive's spouse with full hospital, medical and dental insurance with substantially the same coverage and benefits as were provided to the period of the fiscal year which has expired Executive immediately prior to the terminationChange in Control of the Company; and (bc) In event that any payment or benefit received or to be received by the Executive pursuant to this Agreement in connection with a lump sum severance payment equal to one (1) times Change in Control of the Company or the termination of the Executive's employment (collectively with all payments and benefits hereunder, "Base Amount," Total Payments") would not be deductible in whole or in part by the Company as such term is defined in the result of Section 280G of the Internal Revenue Code of 1986, as amended and the regulations thereunder (the "Code") (subject to any applicable payroll or other taxes and changes required to be withheld computed at the rate for supplemental payments), provided that in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times the Executive's Base Amount. The Executive's Base Amount payments and benefits hereunder shall be determined in accordance with temporary or final regulations promulgated under Section 280G reduced until no portion of the Code then in effect, if any. In the absence of such regulations, if the Executive were Total Payments is not employed deductible by the Corporation (or any corporation or partnership affiliated with the Corporation (an "Affiliate") within the meaning of Section 1504 of the Code or a predecessor of the Corporation) during the entire five calendar years (the "Base Period") preceding the calendar year in which a Change in Control of the Corporation occurred, the Executive's average annual compensation for the purposes of such determination shall be the lesser of (i) the average of the Executive's annual compensation for the complete calendar years during the Base Period during which the Executive was so employed or (ii) the average of the Executive's annual compensation for both complete and partial calendar years during the Base Period during which the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included in the Base Period. Compensation payable to the Executive by the Corporation or any Affiliate or predecessor of the Corporation shall include every type and form of compensation includible in the Executive's gross income in respect of the Executive's employment by the Corporation or any Affiliate or predecessor of the Corporation, including compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired, except reducing to the extent otherwise provided in temporary or final regulations promulgated necessary the payment under Section 280G of the Codesubparagraph (a) hereof. For purposes of this Section 3(b) a "change in control of the Corporation" shall have the meaning set forth in Section 280G of the Code and any temporary or final regulations promulgated thereunder, subject to the limitation stated in Section 3(c) below; and (i) Notwithstanding anything to the contrary contained herein, in the event that any portion of the aggregate payments and (ii) At the option of the Corporation, no payments shall be made pursuant to this Section 3 until the procedure described in this Section 3(c)(ii) is completed (the "Parachute Procedure"). If the Corporation elects to comply with such procedure, the Corporation shall cause its independent auditors to deliver to the Executive, within fifteen (15) days after the Date of Termination, a statement which shall indicate whether payment to the Executive of the Total Payments would cause any portion of the Total Payments not to be deductible the receipt or enjoyment of which the Executive shall have effectively waived in whole or part in the calculation of federal income tax by reason of section 280G of the Code, or would cause, directly or indirectly, an "excess parachute payment" to exist within the meaning of Section 280G of the Code. Such statement shall set forth the value, calculated in accordance with the principles of Section 280G of the Code and any temporary or final regulations promulgated thereunder, of any non-cash benefits or any deferred or contingent payment or benefit payable pursuant writing prior to the terms date of this Agreement or any other planpayment shall be taken into account, arrangement or benefit, together with sufficient information to enable the Corporation to determine the payments that may be made to the Executive without resulting in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code. The Corporation warrants to the Executive the accuracy of all information and calculations supplied to the Executive in such statement. If such statement indicates that payment (ii) no portion of the Total Payments would result shall be taken into account which in a loss the opinion of a deduction by reason of Section 280G of the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the Code, the Executive shall, within thirty (30) days after receipt of the statement, deliver to the Corporation a statement indicating which of the payments and benefits specified in such auditor's statement the Executive elects to receive; provided, however, that the payments and benefits tax counsel selected by the Executive shall not result in a loss of deduction under Section 280G of the Code or an "excess parachute payment" and acceptable to the Executive within the meaning of Section 280G of the Code and, provided, further, however, that if the Corporation does not comply with the Parachute Procedure, it shall deliver the payments required by this Section 3 within fifteen (15) days after the Date of Termination. Delivery of the statement by Company's independent auditors the Executive is not likely to the Corporation shall - 10 - 11 constitute completion of the Parachute Procedure. (d) The Corporation shall contest any improper assessment of an excise or other tax imposed as a result of a determination that an "excess parachute payment" has been made to the Executive within the meaning of Section 280G of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Code, then the Executive shall pay to the Corporation, upon demand, an amount not to exceed the sum of (i) the excess of the aggregate Total Payments over the aggregate Total Payments that would have been paid without any portion of such payment being deemed an "excess parachute payment" within the meaning of Section 280G of the Code and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate specified in Section 1274(d280G(b)(2) of the Code from Code, and (iii) the date value of receipt any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Executive Company's independent auditors in accordance with the principles of such excess until Sections 280G(d)(3) and (4) of the date of such repaymentCode.

Payments Upon Termination. If within two (2) years after a Change in Control of the Corporation, the Corporation or a Subsidiary Payments to Executive upon termination shall terminate the Executive's employment other than by reason of the Executive's death, Disability, Retirement or for Cause or if the Executive shall terminate his employment for Good Reason then, in any such event, and subject in each case to Section 2(j) hereof, the Corporation or a Subsidiary will pay be limited to the Executive as compensation for services rendered, beginning not later than the fifth business day following completion of the "Parachute Procedure" (as hereinafter defined) if the Corporation elects to follow such procedure and not later than the fifteenth day after the Date of Termination otherwisefollowing: (a) If Executive is terminated due to (i) voluntary resignation pursuant to Section 15(c) other than for Good Reason, (ii) dissolution and liquidation of the Executive's Corporation pursuant to Section 15(d) other than in conjunction with a Change in Control, or (iii) for Cause pursuant to Section 15(e), Executive shall be entitled to (A) all arrearages of Base Salary through the Date of Termination, payable on the Date of Termination, (B) any existing fringe benefits accrued but unused vacation through the Date of Termination, payable on the Date of Termination, (including medical benefitsC) and incentive compensation for the fiscal year in which the termination occurs in accordance with any arrangements then existing with the Executive and proportionate to the period of the fiscal year which has expired Annual Incentive earned but not paid prior to the termination; and (b) Date of Termination, payable in a lump sum severance payment equal on the date on which Annual Incentives for the calendar year to one (1) times which such Annual Incentive relates are paid to the Executive's "Base Amount," as Corporation’s executive officers generally, but in all events such term is defined in Section 280G payment shall be made no later than March 15 of the Internal Revenue Code of 1986, as amended (the "Code") (subject to any applicable payroll or other taxes and changes required to be withheld computed at the rate for supplemental payments), provided that in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times the Executive's Base Amount. The Executive's Base Amount shall be determined in accordance with temporary or final regulations promulgated under Section 280G of the Code then in effect, if any. In the absence of such regulations, if the Executive were not employed by the Corporation (or any corporation or partnership affiliated with the Corporation (an "Affiliate") within the meaning of Section 1504 of the Code or a predecessor of the Corporation) during the entire five calendar years (the "Base Period") preceding year following the calendar year in which a Change in Control the Date of the Corporation occurredTermination occurs, the Executive's average annual compensation for the purposes of such determination shall be the lesser of plus (iD) the average of the Executive's annual compensation for the complete calendar years during the Base Period during which the Executive was so employed all other benefits, if any, under any group retirement plan, health benefits plan or (ii) the average of the Executive's annual compensation for both complete and partial calendar years during the Base Period during which the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included in the Base Period. Compensation payable to the Executive group benefit plan maintained by the Corporation or any Affiliate or predecessor of the Corporation shall include every type and form of compensation includible in the Executive's gross income in respect of the Executive's employment by the Corporation or any Affiliate or predecessor of the Corporation, including compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired, except to the extent otherwise provided in temporary or final regulations promulgated under Section 280G of the Code. For purposes of this Section 3(b) a "change in control of the Corporation" shall have the meaning set forth in Section 280G of the Code its subsidiaries and any temporary or final regulations promulgated thereunder, subject to the limitation stated in Section 3(c) below; and (i) Notwithstanding anything to the contrary contained herein, in the event that any portion reimbursement of the aggregate payments and (ii) At the option of the Corporation, no payments shall be made expenses pursuant to this Section 3 until the procedure described in this Section 3(c)(ii) is completed (the "Parachute Procedure"). If the Corporation elects 6 to comply with such procedure, the Corporation shall cause its independent auditors to deliver to the Executive, within fifteen (15) days after the Date of Termination, a statement which shall indicate whether payment to the Executive of the Total Payments would cause any portion of the Total Payments not to may be deductible in whole or part in the calculation of federal income tax by reason of section 280G of the Code, or would cause, directly or indirectly, an "excess parachute payment" to exist within the meaning of Section 280G of the Code. Such statement shall set forth the value, calculated in accordance with the principles of Section 280G of the Code and any temporary or final regulations promulgated thereunder, of any non-cash benefits or any deferred or contingent payment or benefit payable entitled pursuant to the terms of this Agreement such plans or agreements at the time of Executive’s Date of Termination payable in accordance with the applicable plans and the Corporation’s customary policies as in effect from time to time (collectively, the “Accrued Obligations”), but shall not be entitled to further compensation. (b) If Executive is terminated due to death or Total Disability pursuant to Section 15(a) or 15(b), respectively, Executive shall be entitled to: (i) the Accrued Obligations; (ii) payment of an amount equal to any other plan, arrangement or benefit, together with sufficient information Annual Incentive to enable which Executive would have been entitled to receive for the calendar year in which Executive’s Date of Termination occurs had Executive remained employed by the Corporation pursuant to determine this Agreement, which Annual Incentive shall be determined by the payments that Board or the Compensation Committee thereof based on the Corporation’s performance for such calendar year and in accordance with the terms of the applicable Annual Incentive program for such calendar year, payable in a lump sum payment on the date on which Annual Incentives for the calendar year in which the Date of Termination occurs are paid to the Corporation’s executive officers generally, but in all events such payment shall be made no later than March 15 of the calendar year following the calendar year in which the Date of Termination occurs; and (A) the vesting and/or exercisability of each of Executive’s outstanding Long-Term Incentive Awards (as defined below) (other than Performance Awards (as defined below)) shall be accelerated, with such acceleration to be effective as of Executive’s Date of Termination; and (B) unless otherwise provided in any agreement evidencing a Performance Award, with respect to each outstanding Performance Award held by Executive as of his Date of Termination, Executive (or his estate, if applicable) shall remain eligible to vest in such portion of the Performance Award as is attributable to the performance period(s) then-underway and scheduled to terminate on or prior to December 31 of the calendar year during which Executive’s Date of Termination occurs (the “Current Performance Period(s)”) in accordance with the terms of such Performance Award based on actual performance relative to the performance goals applicable to the Current Performance Period(s), which vesting and, if applicable, settlement shall be effective on the last day of the Current Performance Period(s) (or such other vesting and/or settlement date as may be made to provided in the Executive without resulting in a loss of deduction under Section 280G of agreement evidencing the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code. The Corporation warrants to the Executive the accuracy of all information and calculations supplied to the Executive in such statement. If such statement indicates that payment of the Total Payments would result in a loss of a deduction by reason of Section 280G of the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the Code, the Executive shall, within thirty (30) days after receipt of the statement, deliver to the Corporation a statement indicating which of the payments and benefits specified in such auditor's statement the Executive elects to receivePerformance Award); provided, however, that in no event shall the payments and benefits selected by the Executive shall not result in a loss vesting and, if applicable, settlement, of deduction under Section 280G such Award be effective later than March 15 of the Code or calendar year following the calendar year in which Executive’s Date of Termination occurs. Any unvested portion of an "excess parachute payment" outstanding Performance Award that is not eligible to vest based on the Executive within the meaning Current Performance Period(s) shall terminate as of Section 280G Executive’s Date of Termination except as otherwise provided in any of the Code and, provided, further, however, that if Corporation’s plan(s) and/or the Corporation does not comply with the Parachute Procedure, it shall deliver the payments required by this Section 3 within fifteen (15) days after the Date award agreements under which any of Termination. Delivery of the statement by the Executive to the Corporation shall - 10 - 11 constitute completion of the Parachute ProcedureExecutive’s Long-Term Incentive Awards were granted. (d) The Corporation shall contest any improper assessment of an excise or other tax imposed as a result of a determination that an "excess parachute payment" has been made to the Executive within the meaning of Section 280G of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Code, then the Executive shall pay to the Corporation, upon demand, an amount not to exceed the sum of (i) the excess of the aggregate Total Payments over the aggregate Total Payments that would have been paid without any portion of such payment being deemed an "excess parachute payment" within the meaning of Section 280G of the Code and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate specified in Section 1274(d) of the Code from the date of receipt by the Executive of such excess until the date of such repayment.

Payments Upon Termination. 12.7.1 If this Agreement is terminated by the Company pursuant to Section 12.1 or by Executive pursuant to Section 12.4, then the Company shall have no 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; including any bonus for the year in which such termination occurs; provided, however, that the Company shall pay to Executive, within two thirty (230) years after a Change in Control days of the Corporationdate of such termination, the Corporation or a Subsidiary shall terminate the Executive's employment all Salary and other than by reason 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 or Section 12.3, then the Company shall have no 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's death, Disabilitywithin thirty (30) days of the date of such termination, Retirement (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 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 for Cause or if the Executive shall terminate his employment for Good Reason pursuant to Section 12.5, then, in any addition to the Salary earned by Executive prior to the date of such event, and subject in each case to Section 2(j) hereoftermination, the Corporation or a Subsidiary will pay to the Executive as compensation for services rendered, beginning not later than the fifth business day following completion of the "Parachute Procedure" (as hereinafter defined) if the Corporation elects to follow such procedure and not later than the fifteenth day after the Date of Termination otherwise: Company shall (a) the pay Executive's Salary through the Date of Termination, any existing fringe benefits within thirty (including medical benefits30) and incentive compensation for the fiscal year in which the termination occurs in accordance with any arrangements then existing with the Executive and proportionate to the period days of the fiscal year which has expired prior to date of such termination, all Salary and other compensation and vested benefits accrued but unpaid as of the date of termination; and , and (b) a lump sum make severance payment equal to one (1) times the Executive's "Base Amount," as such term is defined payments in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") (subject to any applicable payroll or other taxes amounts and changes required to be withheld computed at the rate for supplemental payments), provided that in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times the Executive's Base Amount. The Executive's Base Amount shall be forms determined in accordance with temporary or final regulations promulgated under Section 280G of the Code Company's severance policy for senior corporate executives then in effect, if any. In Furthermore, if Executive so elects by giving written notice to the absence Company within sixty (60) days of such regulationstermination, the Company shall repurchase all stock and other direct and indirect ownership interests in the Company held by Executive, at the Fair Market Value per Share (as that term is defined in the Stock Purchase Agreement) determined as of the date of such termination; provided, however, that if the Executive were not employed Company is restricted by the Corporation (applicable law or any corporation agreement to which the Company is a party from repurchasing all or partnership affiliated with any part of such ownership interests, then the Corporation (an "Affiliate") within Company's obligation to repurchase such interests shall be deferred until such time as such restrictions are no longer in effect. 12.7.4 If this Agreement is terminated pursuant to Section 12.6, then, in addition to the meaning Salary earned by Executive prior to the date of Section 1504 of the Code or a predecessor of the Corporation) during the entire five calendar years (the "Base Period") preceding the calendar year in which a Change in Control of the Corporation occurredsuch termination, the Company shall pay Executive's average annual compensation for the purposes of such determination shall be the lesser of (i) the average of the Executive's annual compensation for the complete calendar years during the Base Period during which the Executive was so employed or (ii) the average of the Executive's annual compensation for both complete and partial calendar years during the Base Period during which the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included in the Base Period. Compensation payable to the Executive by the Corporation or any Affiliate or predecessor of the Corporation shall include every type and form of compensation includible in the Executive's gross income in respect of the Executive's employment by the Corporation or any Affiliate or predecessor of the Corporation, including compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired, except to the extent otherwise provided in temporary or final regulations promulgated under Section 280G of the Code. For purposes of this Section 3(b) a "change in control of the Corporation" shall have the meaning set forth in Section 280G of the Code and any temporary or final regulations promulgated thereunder, subject to the limitation stated in Section 3(c) below; and (i) Notwithstanding anything to the contrary contained herein, in the event that any portion of the aggregate payments and (ii) At the option of the Corporation, no payments shall be made pursuant to this Section 3 until the procedure described in this Section 3(c)(ii) is completed (the "Parachute Procedure"). If the Corporation elects to comply with such procedure, the Corporation shall cause its independent auditors to deliver to the Executive, within fifteen (15) days after the Date of Termination, a statement which shall indicate whether payment to the Executive of the Total Payments would cause any portion of the Total Payments not to be deductible in whole or part in the calculation of federal income tax by reason of section 280G of the Code, or would cause, directly or indirectly, an "excess parachute payment" to exist within the meaning of Section 280G of the Code. Such statement shall set forth the value, calculated in accordance with the principles of Section 280G of the Code and any temporary or final regulations promulgated thereunder, of any non-cash benefits or any deferred or contingent payment or benefit payable pursuant to the terms of this Agreement or any other plan, arrangement or benefit, together with sufficient information to enable the Corporation to determine the payments that may be made to the Executive without resulting in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code. The Corporation warrants to the Executive the accuracy of all information and calculations supplied to the Executive in such statement. If such statement indicates that payment of the Total Payments would result in a loss of a deduction by reason of Section 280G of the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the Code, the Executive shall, within thirty (30) days after receipt of the statement, deliver to the Corporation a statement indicating which of the payments and benefits specified in such auditor's statement the Executive elects to receive; provided, however, that the payments and benefits selected by the Executive shall not result in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code and, provided, further, however, that if the Corporation does not comply with the Parachute Procedure, it shall deliver the payments required by this Section 3 within fifteen (15) days after the Date of Termination. Delivery of the statement by the Executive to the Corporation shall - 10 - 11 constitute completion of the Parachute Procedure. (d) The Corporation shall contest any improper assessment of an excise or other tax imposed as a result of a determination that an "excess parachute payment" has been made to the Executive within the meaning of Section 280G of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Code, then the Executive shall pay to the Corporation, upon demand, an amount not to exceed the sum of (i) the excess of the aggregate Total Payments over the aggregate Total Payments that would have been paid without any portion of such payment being deemed an "excess parachute payment" within the meaning of Section 280G of the Code and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate specified in Section 1274(d) of the Code from the date of receipt by the Executive of such excess until the date of such repaymenttermination: (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 full year, determined pro rata based on target bonus, and (c) a lump-sum severance payment in the amount of three times 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 three 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. 12.7.5 In the event that the total payments to which Executive becomes entitled to receive following termination of employment under this Agreement (excluding accrued but unpaid Salary as of such date), or under any other agreement with or plan of the Company (in the aggregate, the "Total Payments"), become or are subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code (or any similar tax that may hereafter be imposed), the Company shall pay to Executive in cash an additional amount (the "Gross-Up Payment") such that the net amount retained by Executive after deduction of any Excise Tax upon the Total Payments and any federal, state and local income tax and Excise Tax upon the Gross-Up Payment provided for by this Section 12.7.5 (including FICA and FUTA), shall be equal to the Total Payments. Such payment shall be made by the Company to Executive as soon as practical following the effective date of termination, but in no event beyond thirty (30) days from such date.

Payments Upon Termination. If In the event that Executive delivers a Notice of Termination to Corporation and Bank (as defined in Section 5 of this Agreement), Executive shall be entitled to receive the compensation and benefits set forth below: If, at the time of termination of Executive’s employment, a “Change in Control” (as defined in Section 3 of this Agreement) has also occurred, Corporation and Bank shall pay Executive a lump sum amount within thirty (30) days 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 receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Executive during the two (2) years after prior to his termination of employment, or, if Corporation and Bank cannot provide such benefits because Executive is no longer an employee, a Change in Control dollar amount equal to the cost to Executive of obtaining such benefits (or substantially similar benefits) not to exceed 125% of the Corporation, cost to the Corporation of obtaining such benefits (or a Subsidiary shall terminate similar benefits). However, in the Executive's employment event the payment described herein, when added to all other than by reason amounts or benefits provided to or on behalf of the Executive's deathExecutive in connection with his termination of employment, Disability, Retirement or for Cause or if would result in the Executive shall terminate his employment for Good Reason then, in any such event, and subject in each case to Section 2(j) hereof, the Corporation or a Subsidiary will pay to the Executive as compensation for services rendered, beginning not later than the fifth business day following completion imposition of the "Parachute Procedure" (as hereinafter defined) if the Corporation elects to follow such procedure and not later than the fifteenth day after the Date of Termination otherwise: (a) the Executive's Salary through the Date of Termination, any existing fringe benefits (including medical benefits) and incentive compensation for the fiscal year in which the termination occurs in accordance with any arrangements then existing with the Executive and proportionate to the period of the fiscal year which has expired prior to the termination; and (b) a lump sum severance payment equal to one (1) times the Executive's "Base Amount," as such term is defined in Section 280G of the an excise tax under Internal Revenue Code of 1986, as amended (the "“Code") (subject to any applicable payroll or other taxes and changes required to be withheld computed at the rate for supplemental payments”), provided that in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times the Executive's Base Amount. The Executive's Base Amount Section 4999, such payments shall be determined in accordance retroactively (if necessary) reduced to the extent necessary to avoid such excise tax imposition. Upon written notice to Executive, together with temporary or final regulations promulgated under Section 280G calculations of Corporation’s independent auditors, Executive shall remit to Corporation the amount of the Code then in effectreduction, 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. In the absence of such regulations, if the Executive were not employed by the Corporation (or any corporation or partnership affiliated with the Corporation (an "Affiliate") within the meaning of Section 1504 portion of the Code or a predecessor of the Corporation) during the entire five calendar years (the "Base Period") preceding the calendar year in which a Change in Control of the Corporation occurred, the Executive's average annual compensation for the purposes of such determination shall be the lesser of (i) the average of the Executive's annual compensation for the complete calendar years during the Base Period during which the Executive was so employed or (ii) the average of the Executive's annual compensation for both complete and partial calendar years during the Base Period during which the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included in the Base Period. Compensation amount herein payable to the Executive by the Corporation or any Affiliate or predecessor of the Corporation shall include every type and form of compensation includible in the Executive's gross income in respect of the Executive's employment by the Corporation or any Affiliate or predecessor of the Corporation, including compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired, except is determined to be non-deductible pursuant to the extent otherwise provided in temporary or final regulations promulgated under Section 280G of the Code. For purposes of this , the Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 3(b) a "change in control of 280G. Notwithstanding the Corporation" shall have the meaning set forth in Section 280G of the Code and any temporary or final regulations promulgated thereunder, subject to the limitation stated in Section 3(c) below; and (i) Notwithstanding anything to the contrary contained hereinforegoing, in the event that any portion of the aggregate payments and (ii) At the option of the Corporation, no payments shall be made pursuant to this Section 3 until the procedure described in this Section 3(c)(ii) Executive is completed (the "Parachute Procedure"). If the Corporation elects to comply with such procedure, the Corporation shall cause its independent auditors to deliver to the Executive, within fifteen (15) days after the Date of Termination, a statement which shall indicate whether payment to the Executive of the Total Payments would cause any portion of the Total Payments not determined to be deductible a specified employee, as defined in whole or part in the calculation of federal income tax by reason of section 280G Section 409A of the Code, or would cause, directly or indirectly, an "excess parachute payment" no payment that is determined to exist within the meaning of be deferred compensation subject to Section 280G of the Code. Such statement shall set forth the value, calculated in accordance with the principles of Section 280G 409A of the Code and any temporary or final regulations promulgated thereunder, of any non-cash benefits or any deferred or contingent payment or benefit payable pursuant to the terms of this Agreement or any other plan, arrangement or benefit, together with sufficient information to enable the Corporation to determine the payments that may shall be made to the Executive without resulting in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code. The Corporation warrants to the Executive the accuracy of all information and calculations supplied to the Executive in such statement. If such statement indicates that payment of the Total Payments would result in a loss of a deduction by reason of Section 280G of the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the Code, the Executive shall, within thirty (30) days after receipt of the statement, deliver to the Corporation a statement indicating which of the payments and benefits specified in such auditor's statement the Executive elects to receive; provided, however, that the payments and benefits selected by the Executive shall not result in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code and, provided, further, however, that if the Corporation does not comply with the Parachute Procedure, it shall deliver the payments required by this Section 3 within fifteen (15) days after the Date of Termination. Delivery of the statement by the Executive to the Corporation shall - 10 - 11 constitute completion of the Parachute Procedure. (d) The Corporation shall contest any improper assessment of an excise or other tax imposed as a result of a determination that an "excess parachute payment" has been made to the Executive within the meaning of Section 280G of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Code, then the Executive shall pay to the Corporation, upon demand, an amount not to exceed the sum of (i) the excess of the aggregate Total Payments over the aggregate Total Payments that would have been paid without any portion of such payment being deemed an "excess parachute payment" within the meaning of Section 280G of the Code and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate specified in Section 1274(d) of the Code until one day following six months from the date of receipt by separation of service, as defined in Section 409A of the Executive of such excess until the date of such repaymentCode.

Payments Upon Termination. If within two (2) years after a Change in Control A. Upon termination of Employee’s employment for any reason prior to the expiration of the CorporationTerm, the Corporation Company shall be obligated to pay, and Employee shall be entitled to receive: 1. all accrued and unpaid Base Salary to the date of termination; 2. any earned, but unpaid, bonuses for the 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 a Subsidiary program, or applicable law. B. Upon termination of Employee’s employment pursuant to Section 5.C., the Company shall terminate the Executive's employment other than by reason be obligated to pay or provide, and Employee’s estate or beneficiary shall be entitled to receive: 1. all of the Executive's death, Disability, Retirement or for Cause or if the Executive shall terminate his employment for Good Reason then, amounts and benefits described in any such event, and subject in each case to Section 2(j) hereof, the Corporation or a Subsidiary will pay to the Executive as compensation for services rendered, beginning not later than the fifth business day following completion of the "Parachute Procedure" (as hereinafter defined) if the Corporation elects to follow such procedure and not later than the fifteenth day after the Date of Termination otherwise:6. A.; and 2. either (a) a lump sum payment equal to 1.5 times the Executive's Salary through sum of (i) Employee’s Base Salary, plus (ii) the Date of Termination, any existing fringe benefits (including medical benefits) and incentive compensation for the fiscal year in which the termination occurs in accordance with any arrangements then existing with the Executive and proportionate to the period of the fiscal year which has expired prior to the termination; and most recent annual bonus earned by Employee or (b) a lump sum severance payment equal to one (1) 1.5 times the Executive's "Employee’s Base Amount," as such term is defined in Section 280G of the Internal Revenue Code of 1986Salary and, as amended (the "Code") (subject to any applicable payroll or other taxes and changes required to be withheld computed at the rate solely for supplemental payments), provided that in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times the Executive's Base Amount. The Executive's Base Amount shall be determined in accordance with temporary or final regulations promulgated under Section 280G of the Code then in effect, if any. In the absence of such regulations, if the Executive were not employed by the Corporation (or any corporation or partnership affiliated with the Corporation (an "Affiliate") within the meaning of Section 1504 of the Code or a predecessor of the Corporation) during the entire five calendar years (the "Base Period") preceding the calendar year in which a Change in Control of the Corporation occurred, the Executive's average annual compensation for the purposes of such determination shall be the lesser of (i) the average of the Executive's annual compensation for the complete calendar years during the Base Period during which the Executive was so employed or (ii) the average of the Executive's annual compensation for both complete and partial calendar years during the Base Period during which the Executive was so employeddetermining Employee’s vesting under any Options, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included shares that would become vested under such Options during the 12-month period following Employee’s termination date if Employee’s employment had continued during such period shall become vested on his termination of employment date, whichever of (a) or (b) is elected by Employee in the Base Period. Compensation payable writing to the Executive by Company within five days of his termination date. C. In the Corporation event of any termination of employment under Section 5, Employee shall be under no obligation to 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 or any Affiliate self-employment that he may obtain. D. The Company and Employee have previously or predecessor contemporaneously with this Agreement entered into a Severance Agreement which provides certain payments and benefits to Employee upon a qualified termination of employment in connection with a change of control of the Corporation shall include every type and form of compensation includible Company. Notwithstanding anything in this Agreement to the Executive's gross income in respect of the Executive's employment by the Corporation or any Affiliate or predecessor of the Corporationcontrary, including compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired, except 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 provided in temporary or final regulations promulgated entitled to receive under Section 280G of the Code. For purposes of this Section 3(b) a "change in control of the Corporation" shall have the meaning set forth in Section 280G of the Code and any temporary or final regulations promulgated thereunder, subject to the limitation stated in Section 3(c) below; and (i) Notwithstanding anything to the contrary contained herein, in the event that any portion of the aggregate payments and (ii) At the option of the Corporation, no payments Agreement shall be made pursuant to this Section 3 until reduced or offset by the procedure described in this Section 3(c)(ii) is completed (the "Parachute Procedure"). If the Corporation elects to comply with such procedure, the Corporation shall cause its independent auditors to deliver to the Executive, within fifteen (15) days after the Date of Termination, a statement which shall indicate whether payment to the Executive of the Total Payments would cause any portion of the Total Payments not to be deductible in whole or part in the calculation of federal income tax by reason of section 280G of the Code, or would cause, directly or indirectly, an "excess parachute payment" to exist within the meaning of Section 280G of the Code. Such statement shall set forth the value, calculated in accordance with the principles of Section 280G of the Code and any temporary or final regulations promulgated thereunder, of any non-cash benefits or any deferred or contingent severance payment or benefit payable pursuant to under the terms of this Severance Agreement or any other plan, arrangement or benefit, together with sufficient information to enable the Corporation to determine the payments that may be made to the Executive without resulting in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code. The Corporation warrants to the Executive the accuracy of all information and calculations supplied to the Executive in such statement. If such statement indicates that payment of the Total Payments would result manner as is appropriate, as determined in a loss of a deduction by reason of Section 280G of the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the Code, the Executive shall, within thirty (30) days after receipt of the statement, deliver to the Corporation a statement indicating which of the payments and benefits specified in such auditor's statement the Executive elects to receive; provided, however, that the payments and benefits selected good faith by the Executive shall not result in Board, to prevent a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code and, provided, further, however, that if the Corporation does not comply with the Parachute Procedure, it shall deliver the payments required by this Section 3 within fifteen (15) days after the Date of Termination. Delivery of the statement by the Executive to the Corporation shall - 10 - 11 constitute completion of the Parachute Procedure. (d) The Corporation shall contest any improper assessment of an excise or other tax imposed as a result of a determination that an "excess parachute payment" has been made to the Executive within the meaning of Section 280G of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Code, then the Executive shall pay to the Corporation, upon demand, an amount not to exceed the sum of (i) the excess of the aggregate Total Payments over the aggregate Total Payments that would have been paid without any portion duplication of such payment being deemed an "excess parachute payment" within the meaning of Section 280G of the Code and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate specified in Section 1274(d) of the Code from the date of receipt by the Executive of such excess until the date of such repaymentbenefits.

Payments Upon Termination. (a) If within two the employment of Executive with the Company is terminated (2i) years after a Change in Control of by the Corporation, the Corporation or a Subsidiary shall terminate the Executive's employment Company other than by reason of the Executive's death, Disability, Retirement or for Cause or if (ii) by the Executive shall terminate his employment for Good Reason thenReason, in any such eventthen Executive shall be entitled to receive from the Company, and subject in each case to Section 2(j) hereof, the Corporation or a Subsidiary will Company shall pay to the Executive as compensation for services renderedExecutive, beginning not later than the fifth business day following completion of the "Parachute Procedure" (as hereinafter defined) if the Corporation elects to follow such procedure and not later than the fifteenth day after the Date of Termination otherwise: (a) the Executive's Salary through the Date of Termination, any existing fringe benefits (including medical benefits) and incentive compensation for the fiscal year in which the termination occurs in accordance with any arrangements then existing with the Executive and proportionate to the period of the fiscal year which has expired prior to the termination; and (b) a lump sum severance payment equal to one the greater of (1x) times the Executive's "aggregate Base Amount," as such term is defined Salary (at the rate in Section 280G effect at the Date of Termination) that Executive would have received for the remainder of the Internal Revenue Code Term if his employment had not been terminated, or (y) the aggregate amount of 1986the Base Salary (at the rate in effect at the Date of Termination) which would be paid for a period of twenty-four (24) months, plus, in either case, such other benefits or reimbursement of expenses payable to the Executive pursuant to Sections 4.3 and 4.4 hereof (including, without limitation, the SERP), and less such amounts as amended (the "Code") (subject to any applicable payroll or other taxes and changes shall be required to be withheld computed at the rate for supplemental payments), provided that in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times the Executive's Base Amount. The Executive's Base Amount shall be determined in accordance with temporary or final regulations promulgated under Section 280G of the Code then in effect, if any. In the absence of such regulations, if the Executive were not employed by the Corporation (or any corporation or partnership affiliated with the Corporation (an "Affiliate") within the meaning of Section 1504 of the Code or a predecessor of the Corporation) during the entire five calendar years Company pursuant to applicable laws and regulations (the "Base Period") preceding the calendar year in which a Change in Control of the Corporation occurred, the Executive's average annual compensation for the purposes of such determination shall be the lesser of (i) the average of the Executive's annual compensation for the complete calendar years during the Base Period during which the Executive was so employed or (ii) the average of the Executive's annual compensation for both complete and partial calendar years during the Base Period during which the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included in the Base Period. Compensation payable to the Executive by the Corporation or any Affiliate or predecessor of the Corporation shall include every type and form of compensation includible in the Executive's gross income in respect of the Executive's employment by the Corporation or any Affiliate or predecessor of the Corporation, including compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired, except to the extent otherwise provided in temporary or final regulations promulgated under Section 280G of the Code. For purposes of this Section 3(b) a "change in control of the Corporation" shall have the meaning set forth in Section 280G of the Code and any temporary or final regulations promulgated thereunder, subject to the limitation stated in Section 3(c) below; and (i) Notwithstanding anything to the contrary contained herein, in the event that any portion of the aggregate payments and (ii) At the option of the Corporation, no payments shall be made pursuant to this Section 3 until the procedure described in this Section 3(c)(ii) is completed (the "Parachute ProcedureSeverance Amount"). If The Severance Amount shall not be present-valued and shall be payable by the Corporation elects Company to comply with such procedure, the Corporation shall cause its independent auditors to deliver to the Executive, within fifteen (15) days after the Date of Termination, a statement which shall indicate whether payment to the Executive of the Total Payments would cause any portion of the Total Payments not to be deductible in whole or part in the calculation of federal income tax by reason of section 280G of the Code, or would cause, directly or indirectly, an "excess parachute payment" to exist within the meaning of Section 280G of the Code. Such statement shall set forth the value, calculated in accordance with the principles of Section 280G of the Code and any temporary or final regulations promulgated thereunder, of any non-cash benefits or any deferred or contingent payment or benefit payable pursuant to the terms of this Agreement or any other plan, arrangement or benefit, together with sufficient information to enable the Corporation to determine the payments that may be made to the Executive without resulting in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code. The Corporation warrants to the Executive the accuracy of all information and calculations supplied to the Executive in such statement. If such statement indicates that payment of the Total Payments would result in a loss of a deduction by reason of Section 280G of the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the Code, the Executive shall, within thirty (30) days after receipt Executive's termination. Executive shall not be required to mitigate the Company's obligation to pay the full Severance Amount by seeking employment or otherwise and the Severance Amount shall not be decreased or otherwise offset as a result of any compensation received by Executive from employment in any capacity. The Severance Amount shall be deemed compensation payable to Executive for the statement, deliver purpose of determining the total amount due Executive pursuant to the Corporation a statement indicating which SERP. (b) If the employment of Executive with the payments and benefits specified in such auditor's statement Company is terminated (i) by the Executive elects to receive; providedCompany for Cause, however, that the payments and benefits selected or (ii) by the Executive other than for Good Reason, then the Executive shall not result be entitled to receive, and the Company shall pay to Executive, (x) all accrued and unpaid Base Salary and amounts due Executive in a loss respect of deduction under Section 280G perquisites provided him hereunder through the Date of Termination at the rate in effect at the time Notice of Termination is given, (y) Base Salary payable in lieu of accrued and unused vacation days in accordance with the policies of the Code Company from time to time in effect, and (z) all accrued and unpaid benefits payable to Executive pursuant to any benefit plan or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code and, provided, further, however, that if the Corporation does not comply with the Parachute Procedure, it shall deliver the payments required by this Section 3 within fifteen (15) days after otherwise through the Date of Termination. Delivery Upon the payment of the statement by foregoing amounts, the Company shall have no further obligations to Executive to the Corporation shall - 10 - 11 constitute completion of the Parachute Procedureunder this Agreement. (d) The Corporation shall contest any improper assessment of an excise or other tax imposed as a result of a determination that an "excess parachute payment" has been made to the Executive within the meaning of Section 280G of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Code, then the Executive shall pay to the Corporation, upon demand, an amount not to exceed the sum of (i) the excess of the aggregate Total Payments over the aggregate Total Payments that would have been paid without any portion of such payment being deemed an "excess parachute payment" within the meaning of Section 280G of the Code and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate specified in Section 1274(d) of the Code from the date of receipt by the Executive of such excess until the date of such repayment.

Payments Upon Termination. If within two (2) three years after a Change in Control of the CorporationCompany (or if within nine (9) months prior to a Change in Control if effected in connection with such Change in Control), the Corporation Company or a Subsidiary shall terminate the Executive's employment other than by reason of the Executive's death, Disability, Retirement Disability or for Cause or if the Executive shall terminate his employment for Good Reason then, in any such event, and subject in each case to Section 2(j, (a) hereof, the Corporation The Company or a Subsidiary will pay on the Date of Termination to the Executive as compensation for services rendered, beginning not later than the fifth business day following completion of the "Parachute Procedure" (as hereinafter defined) if the Corporation elects to follow such procedure and not later than the fifteenth day after the Date of Termination otherwise: (a) rendered on or before the Executive's Salary through Date of Termination, a lump sum cash amount (subject to any applicable payroll deduction or taxes required to be withheld computed at the rate for supplemental payments) equal to (i) 2.99 times the sum of the average for each of the five fiscal years of the Company ending before the day on which the Change in Control of the Company occurs of the Executive's Salary, his Incentive Compensation and the annual cost to the Company of all hospital, medical and dental insurance, life insurance, disability insurance and other welfare or benefit plan provided to the Executive minus (ii) the cost to the Company of the insurance required under subparagraph 4(b) hereof; (b) For a period of three years following the Date of Termination, any existing fringe benefits (including medical benefits) and incentive compensation for the fiscal year in which the termination occurs in accordance with any arrangements then existing with Company shall provide, at Company expense, the Executive and proportionate the Executive's spouse with full hospital, medical and dental insurance with substantially the same coverage and benefits as were provided to the period of the fiscal year which has expired Executive immediately prior to the terminationChange in Control of the Company; and (bc) In event that any payment or benefit received or to be received by the Executive pursuant to this Agreement in connection with a lump sum severance payment equal to one (1) times Change in Control of the Company or the termination of the Executive's employment (collectively with all payments and benefits hereunder, "Base Amount," Total Payments") would not be deductible in whole or in part by the Company as such term is defined in the result of Section 280G of the Internal Revenue Code of 1986, as amended and the regulations thereunder (the "Code") (subject to any applicable payroll or other taxes and changes required to be withheld computed at the rate for supplemental payments), provided that in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times the Executive's Base Amount. The Executive's Base Amount payments and benefits hereunder shall be determined in accordance with temporary or final regulations promulgated under Section 280G reduced until no portion of the Code then in effect, if any. In the absence of such regulations, if the Executive were Total Payments is not employed deductible by the Corporation (or any corporation or partnership affiliated with the Corporation (an "Affiliate") within the meaning of Section 1504 of the Code or a predecessor of the Corporation) during the entire five calendar years (the "Base Period") preceding the calendar year in which a Change in Control of the Corporation occurred, the Executive's average annual compensation for the purposes of such determination shall be the lesser of (i) the average of the Executive's annual compensation for the complete calendar years during the Base Period during which the Executive was so employed or (ii) the average of the Executive's annual compensation for both complete and partial calendar years during the Base Period during which the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included in the Base Period. Compensation payable to the Executive by the Corporation or any Affiliate or predecessor of the Corporation shall include every type and form of compensation includible in the Executive's gross income in respect of the Executive's employment by the Corporation or any Affiliate or predecessor of the Corporation, including compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired, except reducing to the extent otherwise provided in temporary or final regulations promulgated necessary the payment under Section 280G of the Codesubparagraph (a) hereof. For purposes of this Section 3(b) a "change in control of the Corporation" shall have the meaning set forth in Section 280G of the Code and any temporary or final regulations promulgated thereunder, subject to the limitation stated in Section 3(c) below; and (i) Notwithstanding anything to the contrary contained herein, in the event that any portion of the aggregate payments and (ii) At the option of the Corporation, no payments shall be made pursuant to this Section 3 until the procedure described in this Section 3(c)(ii) is completed (the "Parachute Procedure"). If the Corporation elects to comply with such procedure, the Corporation shall cause its independent auditors to deliver to the Executive, within fifteen (15) days after the Date of Termination, a statement which shall indicate whether payment to the Executive of the Total Payments would cause any portion of the Total Payments not to be deductible the receipt or enjoyment of which the Executive shall have effectively waived in whole or part in the calculation of federal income tax by reason of section 280G of the Code, or would cause, directly or indirectly, an "excess parachute payment" to exist within the meaning of Section 280G of the Code. Such statement shall set forth the value, calculated in accordance with the principles of Section 280G of the Code and any temporary or final regulations promulgated thereunder, of any non-cash benefits or any deferred or contingent payment or benefit payable pursuant writing prior to the terms date of this Agreement or any other planpayment shall be taken into account, arrangement or benefit, together with sufficient information to enable the Corporation to determine the payments that may be made to the Executive without resulting in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code. The Corporation warrants to the Executive the accuracy of all information and calculations supplied to the Executive in such statement. If such statement indicates that payment (ii) no portion of the Total Payments would result shall be taken into account which in a loss the opinion of a deduction by reason of Section 280G of the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the Code, the Executive shall, within thirty (30) days after receipt of the statement, deliver to the Corporation a statement indicating which of the payments and benefits specified in such auditor's statement the Executive elects to receive; provided, however, that the payments and benefits tax counsel selected by the Executive shall not result in a loss of deduction under Section 280G of the Code or an "excess parachute payment" and acceptable to the Executive within the meaning of Section 280G of the Code and, provided, further, however, that if the Corporation does Company's independent auditors is not comply with the Parachute Procedure, it shall deliver the payments required by this Section 3 within fifteen (15) days after the Date of Termination. Delivery of the statement by the Executive likely to the Corporation shall - 10 - 11 constitute completion of the Parachute Procedure. (d) The Corporation shall contest any improper assessment of an excise or other tax imposed as a result of a determination that an "excess parachute payment" has been made to the Executive within the meaning of Section 280G of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Code, then the Executive shall pay to the Corporation, upon demand, an amount not to exceed the sum of (i) the excess of the aggregate Total Payments over the aggregate Total Payments that would have been paid without any portion of such payment being deemed an "excess parachute payment" within the meaning of Section 280G of the Code and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate specified in Section 1274(d280G(b)(2) of the Code from Code, and (iii) the date value of receipt any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Executive Company's independent auditors in accordance with the principles of such excess until Sections 280G(d)(3) and (4) of the date of such repaymentCode.

Payments Upon Termination. (a) Termination without Cause or Termination by Executive for Good Reason (as defined below). If within two the Executive’s employment is terminated by the Corporation without Cause (2but not including due to death or disability) or terminated by the Executive for Good Reason during the Term of this Agreement, the Executive shall be entitled to the following: (i) Base Compensation accrued through the date of termination, based on the number of days in such year that had elapsed as of the termination date; (ii) any accrued but unpaid PTO through the date of termination; (iii) any bonuses earned but unpaid with respect to fiscal years after a Change in Control or other completed periods preceding the termination date; (iv) any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plans maintained by the Corporation, payable in accordance with the Corporation or a Subsidiary shall terminate the Executive's employment other than by reason terms of the Executive's death, Disability, Retirement or for Cause or if the Executive shall terminate his employment for Good Reason then, in applicable plan; (v) any such event, and subject in each case to Section 2(j) hereof, the Corporation or a Subsidiary will pay expenses owed to the Executive as compensation for services renderedunder Sections 4(d), beginning not later than the fifth business day following completion 4(e) or 4(f); (vi) any pro-rated portion of the "Parachute Procedure" (as hereinafter defined) if annual bonus that the Corporation elects to follow such procedure and not later than the fifteenth day after the Date of Termination otherwise: (a) the Executive's Salary through the Date of Termination, any existing fringe benefits (including medical benefits) and incentive compensation Executive would have earned for the fiscal year in which the termination occurs (if he had remained employed for the entire year), based on the number of days in accordance such year that had elapsed as of the termination date, payable at the time that the Corporation pays bonuses to its executive officers for such year; (vii) all stock options, restricted stock or other equity awards with any arrangements then existing with time-based vesting granted to the Executive under this Agreement shall become fully vested and proportionate earned and, in the case of stock options, exercisable in full and all stock options, restricted stock or other equity awards with performance-based vesting granted to the period Executive under this Agreement shall become vested based upon a determination of actual level of achievement of performance goals by the Compensation Committee of the fiscal year Board as of the end of the quarter immediately preceding the Executive’s termination or as otherwise expressly provided in the applicable award agreement; (viii) continued coverage under any group health plan maintained by the Corporation in which has expired prior the Executive participated at the time of his termination for the period during which the Executive elects to receive continuation coverage under Section 4980B of the Code at an after-tax cost to the terminationExecutive comparable to the cost that the Executive would have incurred for the same coverage had he remained employed during such period; and (bix) a lump sum series of semi-monthly severance payment payments for twenty-four (24) months (the “Severance Period”), each in an amount equal to one one-twenty fourth (11/24th) times of the sum of (A) the Executive's "’s Base Amount," as such term is defined in Section 280G of the Internal Revenue Code of 1986Compensation, as amended in effect on the date of termination, and (B) the "Code") (subject to any applicable payroll or other taxes and changes required Executive’s target annual cash bonus opportunity at the time of termination, to be withheld computed at the rate for supplemental payments), provided that in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times the Executive's Base Amount. The Executive's Base Amount shall be determined paid in accordance with temporary or final regulations promulgated under Section 280G of the Code then in effect, if any. In the absence of such regulations, if the Executive were not employed by the Corporation (or any corporation or partnership affiliated with the Corporation (an "Affiliate") within the meaning of Section 1504 of the Code or a predecessor of the Corporation’s normal payroll practices. The payments set forth in subsections (vi), (vii), (viii), and (ix) during the entire five calendar years are subject to (the "Base Period"a) preceding the calendar year a waiver and general release of claims in which a Change in Control of the Corporation occurred, the Executive's average annual compensation for the purposes of such determination shall be the lesser of (i) the average of the Executive's annual compensation for the complete calendar years during the Base Period during which the Executive was so employed or (ii) the average of the Executive's annual compensation for both complete and partial calendar years during the Base Period during which the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included in the Base Period. Compensation payable to the Executive by the Corporation or any Affiliate or predecessor of the Corporation shall include every type and form of compensation includible in the Executive's gross income in respect of the Executive's employment by the Corporation or any Affiliate or predecessor favor of the Corporation, including compensation income recognized as in a result form and manner satisfactory to the Corporation, that is executed by the Executive and which becomes effective within sixty (60) days following the date of such termination, and (b) the Executive's exercise of stock options or sale of ’s compliance with the stock so acquired, except to the extent otherwise provided in temporary or final regulations promulgated under Section 280G of the Code. For purposes of this Section 3(b) a "change in control of the Corporation" shall have the meaning restrictive covenants set forth in Section 280G Sections 9 and 10 below during the Severance Period (the “Severance Requirement”). Upon any violation of the Code Severance Requirement during the Severance Period, all post-employment compensation set forth in subsections (vi), (vii), (viii), and any temporary or final regulations promulgated thereunder, subject (ix) above shall immediately stop and the Executive shall be obligated to return to the limitation stated in Section 3(c) below; and (i) Notwithstanding anything Corporation any post-employment compensation previously paid or otherwise provided to the contrary contained herein, in the event that any portion of the aggregate Executive. All payments and (ii) At the option of the Corporation, no payments shall to be made pursuant to this Section 3 until the procedure described in this Section 3(c)(iisubsection (vii) is completed (the "Parachute Procedure"). If the Corporation elects to comply with such procedure, the Corporation excluding stock options) shall cause its independent auditors to deliver to the Executive, within fifteen (15) days after the Date of Termination, a statement which shall indicate whether payment to the Executive of the Total Payments would cause any portion of the Total Payments not to be deductible in whole or part in the calculation of federal income tax by reason of section 280G of the Code, or would cause, directly or indirectly, an "excess parachute payment" to exist within the meaning of Section 280G of the Code. Such statement shall set forth the value, calculated in accordance with the principles of Section 280G of the Code and any temporary or final regulations promulgated thereunder, of any non-cash benefits or any deferred or contingent payment or benefit payable pursuant to the terms of this Agreement or any other plan, arrangement or benefit, together with sufficient information to enable the Corporation to determine the payments that may be made to the Executive without resulting on the first business day following the date that is sixty (60) days following the date of such termination (except as otherwise expressly provided in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Codeapplicable award agreement). The Corporation warrants payments set forth in subsection (ix) shall commence on the 60th day following the day of such termination. All payments to the Executive the accuracy of all information be made pursuant to subsections (i), (ii), (iii), and calculations supplied to the Executive in such statement. If such statement indicates that payment of the Total Payments would result in a loss of a deduction by reason of Section 280G of the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the Code, the Executive shall, within thirty (30v) days after receipt of the statement, deliver to the Corporation a statement indicating which of the payments and benefits specified in such auditor's statement the Executive elects to receive; provided, however, that the payments and benefits selected by the Executive shall not result in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code and, provided, further, however, that if the Corporation does not comply with the Parachute Procedure, it shall deliver the payments required by this Section 3 within fifteen (15) days after the Date of Termination. Delivery of the statement by the Executive to the Corporation shall - 10 - 11 constitute completion of the Parachute Procedure. (d) The Corporation shall contest any improper assessment of an excise or other tax imposed as a result of a determination that an "excess parachute payment" has been be made to the Executive within the meaning of Section 280G of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Code, then the Executive shall pay to the Corporation, upon demand, an amount not to exceed the sum of sixty (i60) the excess of the aggregate Total Payments over the aggregate Total Payments that would have been paid without any portion of such payment being deemed an "excess parachute payment" within the meaning of Section 280G of the Code and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate specified in Section 1274(d) of the Code from the date of receipt by the Executive of such excess until days following the date of such repaymenttermination and within any shorter time period required by law.

Payments Upon Termination. If within two (2i) years after a Change in Control Upon the termination of the Corporation, the Corporation Employment Period as a result of non-renewal pursuant to Section 0 or a Subsidiary shall terminate the Executive's employment other than by reason of the Executive's death, Disability, Retirement or for Cause or if the Executive shall terminate his employment for Good Reason thenpursuant to Section 0, which termination constitutes a “separation from service” within the meaning of Treasury Regulation § 1.409A-1(h), the Company shall pay to Executive, in any addition to the payment described in Section 0, an amount equal to his Annual Base Salary then in effect (such eventamount, and subject exclusive of the payment described in each case to Section 2(j) hereof0, the Corporation or a Subsidiary “Severance Amount”). (ii) The Severance Amount will pay to be paid in 12 equal monthly installments beginning in the Executive as compensation month following the date that is the earlier of (A) 60 days after the termination of Executive’s Employment Period and (B) the date that the release provided for services renderedin Section 7 of this Agreement becomes binding and irrevocable, beginning not later than the fifth business day following completion of the "Parachute Procedure" (as hereinafter defined) except that if the Corporation elects to follow such procedure and not later than Severance Amount is “nonqualified deferred compensation” within the fifteenth day after the Date meaning of Termination otherwise: (a) the Executive's Salary through the Date of Termination, any existing fringe benefits (including medical benefits) and incentive compensation for the fiscal year in which the termination occurs in accordance with any arrangements then existing with the Executive and proportionate to the period of the fiscal year which has expired prior to the termination; and (b) a lump sum severance payment equal to one (1) times the Executive's "Base Amount," as such term is defined in Section 280G 409A of the Internal Revenue Code and Executive is a “specified employee” within the meaning of 1986Treasury Regulation §1.409A-1(i), payment shall be delayed until the first business that occurs more than six (6) months after the date the Employment Period is terminated and all installments which would otherwise have been paid before such date shall be paid on such date (without interest). (iii) Executive may elect continuation coverage (as defined in the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA)) under the "Code") (subject to any applicable payroll or other taxes Company’s medical and changes required to be withheld computed dental plans as in effect at the rate time of the termination of Executive’s employment (the “Health Plans”). If such continuation coverage election is made by Executive, the Company shall pay the full premiums for supplemental paymentsExecutive and any dependents eligible for continuation coverage under COBRA for 12 months following the date of any termination of the Employment Period as a result of non-renewal pursuant to Section 5(a) or by Executive for Good Reason pursuant to Section 5(f), provided that in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times the Executive's Base Amount. The Executive's Base Amount shall be determined in accordance with temporary or final regulations promulgated under Section 280G of the Code then in effect, if any. In the absence of such regulations, if the Executive were not employed by the Corporation (or any corporation or partnership affiliated with the Corporation (an "Affiliate") which termination constitutes a “separation from service” within the meaning of Section 1504 Treasury Regulation § 1.409A-1(h). For the period beginning 12 months after the date Executive terminates employment and continuing until the date that is 24 months after the date Executive terminates employment, the Company shall pay Executive at the end of each month an amount equal to the amount of the Code premiums which the Company would have paid for such month (or a predecessor eligible portion thereof) had Executive and his dependents continued their participation in the Health Plans, which amount shall be determined using the premium cost in effect on the date Executive’s employment is terminated. On the date Executive secures subsequent employment with comparable medical and dental coverage (which Executive has no obligation to pursue), all right to benefits under this Section 6(d)(ii) not already paid shall be forfeited. In consideration of the Corporation) during payment of cost of COBRA coverage, Executive shall execute all necessary documentation acknowledging proper COBRA notice and coverage, and shall promptly notify the entire five calendar years (the "Base Period") preceding the calendar year in which a Change in Control of the Corporation occurred, the Executive's average annual compensation for the purposes of such determination shall be the lesser of (i) the average of the Executive's annual compensation for the complete calendar years during the Base Period during which the Executive was so employed or (ii) the average of the Executive's annual compensation for both complete and partial calendar years during the Base Period during which the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included in the Base Period. Compensation payable to the Executive by the Corporation or any Affiliate or predecessor of the Corporation shall include every type and form of compensation includible in the Executive's gross income in respect of the Executive's employment by the Corporation or any Affiliate or predecessor of the Corporation, including compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired, except to the extent otherwise provided in temporary or final regulations promulgated under Section 280G of the Code. For purposes of this Section 3(b) a "change in control of the Corporation" shall have the meaning set forth in Section 280G of the Code and any temporary or final regulations promulgated thereunder, subject to the limitation stated in Section 3(c) below; and (i) Notwithstanding anything to the contrary contained herein, Company in the event that any portion of the aggregate payments andhe secures subsequent employment with a comparable medical and dental coverage benefit. (iiiv) At the option of the Corporation, no payments Executive shall be made entitled to no payment under this Section 0 if he is entitled to receive a payment under Section 0. (v) In the event that Executive, following termination of his employment with the Company, either individually or as an employee, officer, director, stockholder, member, partner, agent, consultant or principal of another business firm, engages in any business operating anywhere in the world (other than as a passive shareholder of a public company of which he owns less than 1%) that is in direct competition with any freight forwarding or logistics services business of Parent or its subsidiaries (including the Company) (“Competitive Business”) or becomes employed by any entity or person that controls a Competitive Business, any amounts payable pursuant to this Section 3 until 0 that have not already been paid shall be forfeited. Parent or the procedure described in Company shall bear the burden of proving a breach of this Section 3(c)(ii) is completed (the "Parachute Procedure"6(d)(v). If the Corporation elects to comply with such procedure, the Corporation shall cause its independent auditors to deliver to the Executive, within fifteen (15) days after the Date of Termination, a statement which shall indicate whether payment to the Executive of the Total Payments would cause any portion of the Total Payments not to be deductible in whole or part in the calculation of federal income tax by reason of section 280G of the Code, or would cause, directly or indirectly, an "excess parachute payment" to exist within the meaning of Section 280G of the Code. Such statement shall set forth the value, calculated in accordance with the principles of Section 280G of the Code and any temporary or final regulations promulgated thereunder, of any non-cash benefits or any deferred or contingent payment or benefit payable pursuant to the terms of this Agreement or any other plan, arrangement or benefit, together with sufficient information to enable the Corporation to determine the payments that may be made to the Executive without resulting in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code. The Corporation warrants to the Executive the accuracy of all information and calculations supplied to the Executive in such statement. If such statement indicates that payment of the Total Payments would result in a loss of a deduction by reason of Section 280G of the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the Code, the Executive shall, within thirty (30) days after receipt of the statement, deliver to the Corporation a statement indicating which of the payments and benefits specified in such auditor's statement the Executive elects to receive; provided, however, that the payments and benefits selected by the Executive shall not result in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code and, provided, further, however, that if the Corporation does not comply with the Parachute Procedure, it shall deliver the payments required by this Section 3 within fifteen (15) days after the Date of Termination. Delivery of the statement by the Executive to the Corporation shall - 10 - 11 constitute completion of the Parachute Procedure. (d) The Corporation shall contest any improper assessment of an excise or other tax imposed as a result of a determination that an "excess parachute payment" has been made to the Executive within the meaning of Section 280G of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Code, then the Executive shall pay to the Corporation, upon demand, an amount not to exceed the sum of (i) the excess of the aggregate Total Payments over the aggregate Total Payments that would have been paid without any portion of such payment being deemed an "excess parachute payment" within the meaning of Section 280G of the Code and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate specified in Section 1274(d) of the Code from the date of receipt by the Executive of such excess until the date of such repayment.

Payments Upon Termination. If within two Executive terminates his employment under this Agreement for any reason or if the Bank terminates Executive's employment under this Agreement for any reason, then, upon any such termination of Executive's employment, Executive shall receive from Flagstar: (2a) years after any unpaid Base Salary and Share Salary for any period ending on or before the date of termination of employment, including the Notice Period, (b) a Change in Control pro rata portion of the CorporationBonus Shares for any period ending on or before the date of termination of employment, including the Corporation Notice Period, (c) any unreimbursed business, relocation and legal expenses subject to reimbursement under subsection 1.05, (d) vacation pay for accrued but unused vacation days through the date of termination, and (e) any benefits to which Executive may be entitled pursuant to the terms and conditions of this Agreement and any applicable Flagstar employee benefit plan, as accrued through the date of termination, which shall be paid on the first payroll date following Executive's termination of employment (or, for purposes of benefits under an employee benefit plan of the Company or a Subsidiary shall terminate the Bank, provided pursuant to the terms of the applicable employee benefit plan). In addition: (x) amounts payable under the Executive's employment other than by reason of LTIP shall be paid in accordance with its terms, (y) all unvested Bonus Shares shall immediately vest and (z) subject to the Executive's death(i) timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, Disabilityas amended (“COBRA”) with respect to Flagstar's group health insurance plans in which Executive participated immediately prior to the date of termination (“COBRA Continuation Coverage”), Retirement or and (ii) continued payment of premiums for Cause or if such plans at the active employee rate (excluding, for purposes of calculating cost, an employee's ability to pay premiums with pre-tax dollars), Flagstar shall provide COBRA Continuation Coverage for the Executive shall terminate and his employment for Good Reason then, in any such event, and subject in each case to Section 2(jeligible dependents until the earliest of (i) hereof, the Corporation or a Subsidiary will pay to the Executive or his eligible dependents, as compensation for services renderedthe case may be, beginning not later than the fifth business day ceasing to be eligible under COBRA, (ii) eighteen (18) months following completion of the "Parachute Procedure" (as hereinafter defined) if the Corporation elects to follow such procedure and not later than the fifteenth day after the Date of Termination otherwise: (a) the Executive's Salary through the Date of Termination, any existing fringe benefits and (including medical benefitsiii) and incentive compensation for the fiscal year in which the termination occurs in accordance with any arrangements then existing with the Executive becoming eligible for coverage under the health insurance plan of a subsequent employer (the benefits provided under this sub-section (z), the “Medical Continuation Benefits”). The Executive acknowledges and proportionate agrees that he shall be responsible in full for all taxes (including, to the period of the fiscal year which has expired prior extent applicable, interest and penalties) attributable to the termination; and (b) a lump sum severance payment equal to one (1) times amounts includable in the Executive's "Base Amount," as such term is defined in income by reason Section 280G 105(h) of the Internal Revenue Code of 1986, as amended (amended, arising out of or associated with the "Code") (subject to any applicable payroll or other taxes and changes required to be withheld computed at the rate for supplemental payments), provided that in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times the Executive's Base AmountMedical Continuation Benefits. The Executive's Base Amount Bank shall be determined in accordance with temporary or final regulations promulgated continue to pay to Executive his compensation and other benefits under Section 280G of the Code then in effect, if any. In the absence of such regulations, if the Executive were not employed by the Corporation (or any corporation or partnership affiliated with the Corporation (an "Affiliate") within the meaning of Section 1504 of the Code or a predecessor of the Corporation) during the entire five calendar years (the "Base Period") preceding the calendar year in which a Change in Control of the Corporation occurred, the Executive's average annual compensation for the purposes of such determination shall be the lesser of (i) the average of the Executive's annual compensation for the complete calendar years during the Base Period during which the Executive was so employed or (ii) the average of the Executive's annual compensation for both complete and partial calendar years during the Base Period during which the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included in the Base Period. Compensation payable to the Executive by the Corporation or any Affiliate or predecessor of the Corporation shall include every type and form of compensation includible in the Executive's gross income in respect of the Executive's employment by the Corporation or any Affiliate or predecessor of the Corporation, including compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired, except to the extent otherwise provided in temporary or final regulations promulgated under Section 280G of the Code. For purposes of this Section 3(b) a "change in control of the Corporation" shall have the meaning set forth in Section 280G of the Code and any temporary or final regulations promulgated thereunder, subject to the limitation stated in Section 3(c) below; and (i) Notwithstanding anything to the contrary contained herein, in the event that any portion of the aggregate payments and (ii) At the option of the Corporation, no payments shall be made pursuant to this Section 3 until the procedure described in this Section 3(c)(ii) is completed (the "Parachute Procedure"). If the Corporation elects to comply with such procedure, the Corporation shall cause its independent auditors to deliver to the Executive, within fifteen (15) days after the Date of Termination, a statement which shall indicate whether payment to the Executive of the Total Payments would cause any portion of the Total Payments not to be deductible in whole or part in the calculation of federal income tax by reason of section 280G of the Code, or would cause, directly or indirectly, an "excess parachute payment" to exist within the meaning of Section 280G of the Code. Such statement shall set forth the value, calculated in accordance with the principles of Section 280G of the Code and any temporary or final regulations promulgated thereunder, of any non-cash benefits or any deferred or contingent payment or benefit payable pursuant to the terms of this Agreement or any other plan, arrangement or benefit, together with sufficient information to enable the Corporation to determine the payments that may be made to the Executive without resulting in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code. The Corporation warrants to the Executive the accuracy of all information and calculations supplied to the Executive in such statement. If such statement indicates that payment of the Total Payments would result in a loss of a deduction by reason of Section 280G of the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the Code, the Executive shall, within thirty (30) days after receipt of the statement, deliver to the Corporation a statement indicating which of the payments and benefits specified in such auditor's statement the Executive elects to receive; provided, however, that the payments and benefits selected by the Executive shall not result in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code and, provided, further, however, that if the Corporation does not comply with the Parachute Procedure, it shall deliver the payments required by this Section 3 within fifteen (15) days after the Date of Termination. Delivery of the statement by the Executive to the Corporation shall - 10 - 11 constitute completion of the Parachute Procedure. (d) The Corporation shall contest any improper assessment of an excise or other tax imposed as a result of a determination that an "excess parachute payment" has been made to the Executive within the meaning of Section 280G of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Code, then the Executive shall pay to the Corporation, upon demand, an amount not to exceed the sum of (i) the excess of the aggregate Total Payments over the aggregate Total Payments that would have been paid without any portion of such payment being deemed an "excess parachute payment" within the meaning of Section 280G of the Code and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate specified in Section 1274(d) of the Code from through the date of receipt by the Executive termination of such excess until the date of such repaymentExecutive's employment.

Payments Upon Termination. (a) If, during the period of time between the execution of an agreement to effect a Change of Control(as defined herein) and the actual Date of the Change of Control (as defined herein), Executive’s employment is terminated for Cause (as defined herein), all rights of the Executive under this Agreement shall cease as of the effective date of such termination, except that Executive (i) shall be entitled to receive accrued salary through the date of such termination and (ii) shall be entitled to receive the payments and benefits to which he is then entitled under the employee benefit plans of the Corporation as of the date of such termination. (b) If within a Change of Control (as defined herein) occurs and the Executive was not terminated for Cause prior to the Date of the Change of Control or if during the period of time between the execution of an agreement to effect a Change of Control (as defined herein) and the actual Date of Change of Control (as defined herein), Executive was terminated or demoted or his salary was reduced, other than for Cause, then the Executive shall be entitled to receive a lump sum payment equal to 2 times the Executive’s then current Annual Direct Salary (as defined herein), minus applicable withholdings and taxes. Said sum shall be paid to the Executive on the Date of the Change of Control. (c) If a Change of Control (as defined herein) occurs and the Executive was not terminated for Cause prior to the Date of the Change of Control, or if during the period of time between the execution of an agreement to effect a Change of Control (as defined herein) and the actual Date of Change of Control (as defined herein), Executive was terminated or demoted or his salary reduced, other than for cause, then the Executive shall receive, in addition to the payment forth in Section 5(b) of this Agreement, continued health care, life insurance, and disability insurance coverage with the Corporation providing, on behalf of Executive, the same contribution level toward Executive’s health care, life insurance and disability insurance coverage, that it was providing prior to the Change of Control. These contributions shall continue for a period of two (2) years after a Change in Control of the Corporation, the Corporation or a Subsidiary shall terminate the Executive's employment other than by reason of the Executive's death, Disability, Retirement or for Cause or if until the Executive shall terminate his employment for Good Reason thensecures other employment, in any such eventwhichever is earlier, if permitted under the terms and subject in each case to Section 2(j) hereof, the Corporation or a Subsidiary will pay to the Executive as compensation for services rendered, beginning not later than the fifth business day following completion conditions of the "Parachute Procedure" (as hereinafter defined) if the Corporation elects to follow such procedure and not later than the fifteenth day after the Date of Termination otherwise: (a) the Executive's Salary through the Date of Termination, any existing fringe benefits (including medical benefits) and incentive compensation for the fiscal year in which the termination occurs in accordance with any arrangements then existing Corporation’s contracts with the Executive and proportionate to the period of the fiscal year which has expired prior to the termination; and (b) a lump sum severance payment equal to one (1) times the Executive's "Base Amount," as such term is defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") (subject to any applicable payroll or other taxes and changes required to be withheld computed at the rate for supplemental payments), provided that in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times the Executive's Base Amount. The Executive's Base Amount shall be determined in accordance with temporary or final regulations promulgated under Section 280G of the Code then in effect, if any. In the absence of such regulations, if the Executive were not employed by the Corporation (or any corporation or partnership affiliated with the Corporation (an "Affiliate") within the meaning of Section 1504 of the Code or a predecessor of the Corporation) during the entire five calendar years (the "Base Period") preceding the calendar year in which a Change in Control of the Corporation occurred, the Executive's average annual compensation for the purposes of such determination shall be the lesser of (i) the average of the Executive's annual compensation for the complete calendar years during the Base Period during which the Executive was so employed or (ii) the average of the Executive's annual compensation for both complete and partial calendar years during the Base Period during which the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included in the Base Period. Compensation payable to the Executive by the Corporation or any Affiliate or predecessor of the Corporation shall include every type and form of compensation includible in the Executive's gross income in respect of the Executive's employment by the Corporation or any Affiliate or predecessor of the Corporation, including compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired, except to the extent otherwise provided in temporary or final regulations promulgated under Section 280G of the Code. For purposes of this Section 3(b) a "change in control of the Corporation" shall have the meaning set forth in Section 280G of the Code and any temporary or final regulations promulgated thereunder, subject to the limitation stated in Section 3(c) below; and (i) Notwithstanding anything to the contrary contained herein, in the event that any portion of the aggregate payments and (ii) At the option of the Corporation, no payments shall be made pursuant to this Section 3 until the procedure described in this Section 3(c)(ii) is completed (the "Parachute Procedure")insurance providers. If the continued coverage is not permitted, Corporation elects to comply with such procedure, the Corporation shall cause its independent auditors to deliver to the Executive, within fifteen (15) days after the Date of Termination, a statement which shall indicate whether payment to the Executive of the Total Payments would cause any portion of the Total Payments not to be deductible in whole or part in the calculation of federal income tax by reason of section 280G of the Code, or would cause, directly or indirectly, an "excess parachute payment" to exist within the meaning of Section 280G of the Code. Such statement shall set forth the value, calculated in accordance with the principles of Section 280G of the Code and any temporary or final regulations promulgated thereunder, of any non-cash benefits or any deferred or contingent payment or benefit payable pursuant to the terms of this Agreement or any other plan, arrangement or benefit, together with sufficient information to enable the Corporation to determine the payments that may be made to the Executive without resulting in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code. The Corporation warrants to the Executive the accuracy of all information and calculations supplied to the Executive in such statement. If such statement indicates that payment of the Total Payments would result in a loss of a deduction by reason of Section 280G of the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the Code, the Executive shall, within thirty (30) days after receipt of the statement, deliver to the Corporation a statement indicating which of the payments and benefits specified in such auditor's statement the Executive elects to receive; provided, however, that the payments and benefits selected by the Executive shall not result in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code and, provided, further, however, that if the Corporation does not comply with the Parachute Procedure, it shall deliver the payments required by this Section 3 within fifteen (15) days after the Date of Termination. Delivery of the statement by the Executive to the Corporation shall - 10 - 11 constitute completion of the Parachute Procedure. (d) The Corporation shall contest any improper assessment of an excise or other tax imposed as a result of a determination that an "excess parachute payment" has been made to the Executive within the meaning of Section 280G of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Code, then the Executive shall pay to the Corporation, upon demand, an amount not to exceed Executive the sum of (i) the excess of the aggregate Total Payments over the aggregate Total Payments that which it would have been paid without any portion the health care and/or life insurance and/or disability insurance providers for Executive’s continued coverage for a period of such payment being deemed an "excess parachute payment" within the meaning of Section 280G of the Code and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate specified in Section 1274(d) of the Code from the date of receipt by two years or until the Executive of such excess until the date of such repaymentsecures other employment, whichever is earlier.

Payments Upon Termination. If In the event that Executive delivers a Notice of Termination to Corporation and Bank (as defined in Section 5 of this Agreement), Executive shall be entitled to receive the compensation and benefits set forth below: If, at the time of termination of Executive’s employment, a “Change in Control” (as defined in Section 3 of this Agreement) has also occurred, Corporation and Bank shall pay Executive a lump sum amount within thirty (30) days 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 receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Executive during the two (2) years after prior to his termination of employment, or, if Corporation and Bank cannot provide such benefits because Executive is no longer an employee, a Change in Control dollar amount equal to the cost to Executive of obtaining such benefits (or substantially similar benefits) not to exceed 125% of the Corporation, cost to the Corporation of obtaining such benefits (or a Subsidiary shall terminate similar benefits). However, in the Executive's employment event the payment described herein, when added to all other than by reason amounts or benefits provided to or on behalf of the Executive's deathExecutive in connection with his termination of employment, Disability, Retirement or for Cause or if would result in the Executive shall terminate his employment for Good Reason then, in any such event, and subject in each case to Section 2(j) hereof, the Corporation or a Subsidiary will pay to the Executive as compensation for services rendered, beginning not later than the fifth business day following completion imposition of the "Parachute Procedure" (as hereinafter defined) if the Corporation elects to follow such procedure and not later than the fifteenth day after the Date of Termination otherwise: (a) the Executive's Salary through the Date of Termination, any existing fringe benefits (including medical benefits) and incentive compensation for the fiscal year in which the termination occurs in accordance with any arrangements then existing with the Executive and proportionate to the period of the fiscal year which has expired prior to the termination; and (b) a lump sum severance payment equal to one (1) times the Executive's "Base Amount," as such term is defined in Section 280G of the an excise tax under Internal Revenue Code of 1986, as amended (the "“Code") (subject to any applicable payroll or other taxes and changes required to be withheld computed at the rate for supplemental payments”), provided that in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times the Executive's Base Amount. The Executive's Base Amount Section 4999, such payments shall be determined in accordance retroactively (if necessary) reduced to the extent necessary to avoid such excise tax imposition. Upon written notice to Executive, together with temporary or final regulations promulgated under Section 280G calculations of Corporation’s independent auditors, Executive shall remit to corporation the amount of the Code then in effectreduction, 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. In the absence of such regulations, if the Executive were not employed by the Corporation (or any corporation or partnership affiliated with the Corporation (an "Affiliate") within the meaning of Section 1504 portion of the Code or a predecessor of the Corporation) during the entire five calendar years (the "Base Period") preceding the calendar year in which a Change in Control of the Corporation occurred, the Executive's average annual compensation for the purposes of such determination shall be the lesser of (i) the average of the Executive's annual compensation for the complete calendar years during the Base Period during which the Executive was so employed or (ii) the average of the Executive's annual compensation for both complete and partial calendar years during the Base Period during which the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included in the Base Period. Compensation amount herein payable to the Executive by the Corporation or any Affiliate or predecessor of the Corporation shall include every type and form of compensation includible in the Executive's gross income in respect of the Executive's employment by the Corporation or any Affiliate or predecessor of the Corporation, including compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired, except is determined to be non-deductible pursuant to the extent otherwise provided in temporary or final regulations promulgated under Section 280G of the Code. For purposes of this , the Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 3(b) a "change in control of 280G. Notwithstanding the Corporation" shall have the meaning set forth in Section 280G of the Code and any temporary or final regulations promulgated thereunder, subject to the limitation stated in Section 3(c) below; and (i) Notwithstanding anything to the contrary contained hereinforegoing, in the event that any portion of the aggregate payments and (ii) At the option of the Corporation, no payments shall be made pursuant to this Section 3 until the procedure described in this Section 3(c)(ii) Executive is completed (the "Parachute Procedure"). If the Corporation elects to comply with such procedure, the Corporation shall cause its independent auditors to deliver to the Executive, within fifteen (15) days after the Date of Termination, a statement which shall indicate whether payment to the Executive of the Total Payments would cause any portion of the Total Payments not determined to be deductible a specified employee, as defined in whole or part in the calculation of federal income tax by reason of section 280G Section 409A of the Code, or would cause, directly or indirectly, an "excess parachute payment" no payment that is determined to exist within the meaning of be deferred compensation subject to Section 280G of the Code. Such statement shall set forth the value, calculated in accordance with the principles of Section 280G 409A of the Code and any temporary or final regulations promulgated thereunder, of any non-cash benefits or any deferred or contingent payment or benefit payable pursuant to the terms of this Agreement or any other plan, arrangement or benefit, together with sufficient information to enable the Corporation to determine the payments that may shall be made to the Executive without resulting in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code. The Corporation warrants to the Executive the accuracy of all information and calculations supplied to the Executive in such statement. If such statement indicates that payment of the Total Payments would result in a loss of a deduction by reason of Section 280G of the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the Code, the Executive shall, within thirty (30) days after receipt of the statement, deliver to the Corporation a statement indicating which of the payments and benefits specified in such auditor's statement the Executive elects to receive; provided, however, that the payments and benefits selected by the Executive shall not result in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code and, provided, further, however, that if the Corporation does not comply with the Parachute Procedure, it shall deliver the payments required by this Section 3 within fifteen (15) days after the Date of Termination. Delivery of the statement by the Executive to the Corporation shall - 10 - 11 constitute completion of the Parachute Procedure. (d) The Corporation shall contest any improper assessment of an excise or other tax imposed as a result of a determination that an "excess parachute payment" has been made to the Executive within the meaning of Section 280G of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Code, then the Executive shall pay to the Corporation, upon demand, an amount not to exceed the sum of (i) the excess of the aggregate Total Payments over the aggregate Total Payments that would have been paid without any portion of such payment being deemed an "excess parachute payment" within the meaning of Section 280G of the Code and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate specified in Section 1274(d) of the Code until one day following six months from the date of receipt by separation of service, as defined in Section 409A of the Executive of such excess until the date of such repaymentCode.

Payments Upon Termination. a) If within two (2) years after a Change in Control of the Corporation, the Corporation or a Subsidiary shall terminate the Executive's employment other than by reason shall be terminated because of the Executive's Early Retirement, Normal Retirement, death, Disability, Retirement Disability or for Cause or if the Executive shall terminate his employment for Good Reason then, in any such event, and subject in each case to Section 2(j) hereofcause, the Corporation shall pay the Executive or a Subsidiary will pay his guardian or estate his full Annual Salary through the date of termi- nation at the rate in effect at the time of termination and any other amounts owing to the Executive as compensation for services renderedat the date of termination. Further, beginning not later than the fifth business day following completion should termination occur because of the "Parachute Procedure" (as hereinafter defined) if Early Retirement, Normal Retirement, death, or Disability, the Corporation elects may elect to follow such procedure and not later than the fifteenth day after the Date of Termination otherwise: (a) pay the Executive's Salary through , or his guardian or estate, at the Date end of Termination, any existing fringe benefits (including medical benefits) and incentive compensation for the fiscal year in which the termination occurs in accordance with any arrangements then existing with occurred, a prorated award under the MICP, and also may elect to accelerate vesting of restricted stock, stock option and performance share awards to provide a full or prorated compensation opportunity for the retired or disabled Executive or the deceased Executive's guar- xxxx or estate. Notwithstanding the foregoing, the Corporation shall have no obligation to provide payments of benefits beyond what the Executive is entitled to under the terms and proportionate conditions of the various compensation and benefit plans and arrangements maintained by the Corporation. b) If (i) the Executive's employment is terminated by the Corpora- tion other than for the reasons or circumstances set forth under Sections 10(a), (b) or (c) hereof or (ii) if the Executive termi- nates his employment within 90 days following the occurrence of any of the events constituting "good reason" as defined in Section 10(d), then the Corporation shall make a lump-sum cash payment to the Executive equal to two times his highest Annual Salary during the three-calendar-year period ending before the effective date of the termination. In such event the Corporation shall also maintain in full force and effect (and the Executive shall remain a participant in), for a minimum period of twenty- four (24) months, all employee benefit plans and programs to which the fiscal year which has expired Executive was entitled prior to the termination; and date of termina- tion, including but not limited to, pension, profit-sharing, savings, supplemental retirement income, medical and health-and- accident plans and arrangements, but specifically excluding the ACCRP and the Performance Unit Plan (b) a lump sum severance payment equal to one (1) times the "PUP"), if the Execu- tive's continued participation is permitted under the general terms and conditions and rules and regulations of such plans and programs. In the event that the Executive's "Base Amount," continued participation in any such plan or program is prohibited, the Executive shall be entitled to receive an amount equal to the annual contribution, payments, premiums, credits or allocations made by the Corporation to him, to his account or on his behalf under such plans and programs from which his continued parti- cipation is barred, except that if the Executive's participation 10 in any health, medical, life insurance, or disability plan or program is barred, the Corporation shall use its best efforts to 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. In the event of a termination of the Executive's employment described in this Section 11(b), the termination will be deemed to have been a voluntary termination of employment with the consent of the Corporation for purposes of any stock option plan maintained by the Corporation. c) If termination occurs as such term is a result of expiration of the Agreement, the Executive will not be entitled to receive any severance payments or continuation of benefit coverages except as provided under law (COBRA). The Executive will be permitted to exercise vested stock options and grants as prescribed in the agreements covering those options and grants. d) If, within the period beginning on the date of the Change of Control (as defined in Section 280G of 14(g)) and ending on the Internal Revenue Code of 1986, as amended date that is twenty-four (24) months following the "Code") (subject to any applicable payroll or other taxes and changes required to be withheld computed at the rate for supplemental payments), provided that in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times the Executive's Base Amount. The Executive's Base Amount shall be determined in accordance with temporary or final regulations promulgated under Section 280G of the Code then in effect, if any. In the absence of such regulations, if the Executive were not employed by the Corporation (or any corporation or partnership affiliated with the Corporation (an "Affiliate") within the meaning of Section 1504 of the Code or a predecessor of the Corporation) during the entire five calendar years (the "Base Period") preceding the calendar year in which a Change in Control of the Corporation occurred, the Executive's average annual compensation for the purposes of such determination shall be the lesser later of (i) the average date of the Executive's annual compensation for Change of Control or (ii) in the complete calendar years during case of a Change of Control described in Sections 14(c) or (d), the Base Period during date on which the transaction resulting in the Change of Control was consummated, (i) the Executive was so employed terminates his employment within ninety (90) days following the occurrence of any of the events constituting "good reason" as described in Section 10(d) or (ii) the average Executive terminates employment for any reason during the thirty (30)-day period beginning on the later of (A) the date that is twelve (12) months following the date of the Change of Control (as defined in Section 14(g)) or (B) in the case of a Change of Control described in Sections 14(c) or (d), the date that is twelve (12) months following the date on which the transaction resulting in the Change of Control is consummated, then the Corporation shall (i) make a lump-sum payment to the Executive equal to two and one-half times the sum of (A) his highest Annual Salary during the three-calendar-year period ending before the effective date of the termination and (B) an amount equal to the highest annual MICP award earned during the three-complete-plan- year period ending before the effective date of the termination, (ii) maintain benefit coverages for the Executive as specified in Section 11(b) (such coverages shall, however, include the PUP and the ACCRP) for a period of twenty-four (24) months; (iii) release its collateral assignment under the Split Dollar Agree- ment with Executive without reimbursement of premiums paid for that policy; and (iv) provide to the Executive outplacement and career counseling services as may be requested by the Executive, provided that the costs of such services may not exceed 15% of the Executive's annual compensation for both complete and partial calendar years highest Annual Salary during the Base Period during which three-calendar -year period ending before the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average effective date of the Executive's total compensation for termination. Further, notwithstanding the Base Period during which the Executive was so employedterms of any restricted stock, determined by dividing such total compensation by the number of whole and fractional years included in the Base Period. Compensation payable to the Executive by the Corporation stock option and/or performance share award or any Affiliate or predecessor of the Corporation shall include every type and form of compensation includible in the Executive's gross income in respect of the Executive's employment by the Corporation or any Affiliate or predecessor of the Corporation, including compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired, except to the extent otherwise provided in temporary or final regulations promulgated under Section 280G of the Code. For purposes of this Section 3(b) a "change in control of the Corporation" shall have the meaning set forth in Section 280G of the Code and any temporary or final regulations promulgated thereunder, subject to the limitation stated in Section 3(c) below; and (i) Notwithstanding anything to the contrary contained herein, in the event that any portion of the aggregate payments and (ii) At the option of the Corporation, no payments shall be grant made pursuant to this Section 3 until the procedure described in this Section 3(c)(ii) is completed (the "Parachute Procedure"). If the Corporation elects to comply with such procedure, the Corporation shall cause its independent auditors to deliver to the Executive, within fifteen (15) days after the Date of Termination, a statement which shall indicate whether payment to such award or grant will become fully vested and the Executive of the Total Payments would cause any portion of the Total Payments not to be deductible in whole or part in the calculation of federal income tax by reason of section 280G of the Code, or would cause, directly or indirectly, an "excess parachute payment" to exist within the meaning of Section 280G of the Code. Such statement shall set forth the value, calculated in accordance with the principles of Section 280G of the Code and any temporary or final regulations promulgated thereunder, of any nonwill have a six-cash benefits or any deferred or contingent payment or benefit payable pursuant to the terms of this Agreement or any other plan, arrangement or benefit, together with sufficient information to enable the Corporation to determine the payments that may be made to the Executive without resulting in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code. The Corporation warrants to the Executive the accuracy of all information and calculations supplied to the Executive in such statement. If such statement indicates that payment of the Total Payments would result in a loss of a deduction by reason of Section 280G of the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the Code, the Executive shall, within thirty (30) days after receipt of the statement, deliver to the Corporation a statement indicating which of the payments and benefits specified in such auditor's statement the Executive elects to receive; provided, however, that the payments and benefits selected by the Executive shall not result in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code and, provided, further, however, that if the Corporation does not comply with the Parachute Procedure, it shall deliver the payments required by this Section 3 within fifteen (15) days after the Date of Termination. Delivery of the statement by the Executive to the Corporation shall - 10 - 11 constitute completion of the Parachute Procedure. (d) The Corporation shall contest any improper assessment of an excise or other tax imposed as a result of a determination that an "excess parachute payment" has been made to the Executive within the meaning of Section 280G of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Code, then the Executive shall pay to the Corporation, upon demand, an amount not to exceed the sum of (i) the excess of the aggregate Total Payments over the aggregate Total Payments that would have been paid without any portion of such payment being deemed an "excess parachute payment" within the meaning of Section 280G of the Code and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate specified in Section 1274(d) of the Code month period from the date of receipt by the Executive of such excess until the date of such repaymenttermination in which to exercise available stock options.

Payments Upon Termination. If within two (2a) years after a Change Upon any termination of this Agreement in Control of the Corporationaccordance with Section 5, the Corporation or a Subsidiary Company shall pay to the Executive any accrued but unpaid Base Salary, accrued but unpaid vacation days and any unreimbursed expenses to which the Executive is entitled (the “Accrued Amounts”). b) In addition to any Accrued Amounts, if the Company elects to terminate the Executive's employment other than by reason of the Executive's death, Disability, Retirement or for this Agreement without Cause pursuant to Section 5(b) above or if the Executive shall elects to terminate his employment this Agreement for Good Reason pursuant to Section 5(e) above, then, in either case, the Company shall pay the Executive, within 75 days following such termination, a severance payment equal to six months of the Executive’s then current Base Salary, less 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 signing a release in substantially the form attached hereto as Exhibit B (the “Release”). c) In addition to any Accrued Amounts, if this Agreement is terminated by the Company upon the Executive’s death or in connection with the Executive’s Disability, the Company shall pay the Executive (or in the case of his death, his estate or heirs) (i) within 75 days of such eventtermination US$1 million, less all applicable Russian federal and local taxes and withholdings, and subject in each case to Section 2(j(ii) hereof, the Corporation or a Subsidiary will pay to the Executive as compensation for services rendered, beginning not later than the fifth business day following completion pro rata portion of the "Parachute Procedure" (as hereinafter defined) if the Corporation elects to follow such procedure and not later than the fifteenth day after the Date of Termination otherwise: (a) the Executive's Salary through the Date of Termination, any existing fringe benefits (including medical benefits) and incentive compensation annual bonus for the fiscal year in which the termination occurs in accordance with any arrangements then existing with the Executive and proportionate occurred subject to the period achievement of the fiscal performance objectives for such year which has expired and, if the termination occurs prior to the termination; and (b) a lump sum severance date of payment equal to one (1) times the Executive's "Base Amount," as such term is defined in Section 280G of the Internal Revenue Code of 1986, as amended (annual bonus for the "Code") (subject to any applicable payroll or other taxes and changes required to be withheld computed at the rate for supplemental payments), provided that in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times the Executive's Base Amount. The Executive's Base Amount shall be determined in accordance with temporary or final regulations promulgated under Section 280G of the Code then in effect, if any. In the absence of such regulations, if the Executive were not employed by the Corporation (or any corporation or partnership affiliated with the Corporation (an "Affiliate") within the meaning of Section 1504 of the Code or a predecessor of the Corporation) during the entire five calendar years (the "Base Period") preceding the calendar year in which a Change in Control of the Corporation occurredprior fiscal year, the Executive's average annual compensation bonus for the purposes of such determination shall be the lesser of (i) the average of the Executive's annual compensation for the complete calendar years during the Base Period during which the Executive was so employed or (ii) the average of the Executive's annual compensation for both complete and partial calendar years during the Base Period during which the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar prior fiscal year or (iii) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included in the Base Period. Compensation payable to the Executive by the Corporation or any Affiliate or predecessor of the Corporation shall include every type and form of compensation includible in the Executive's gross income in respect of the Executive's employment by the Corporation or any Affiliate or predecessor of the Corporation, including compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired, except to the extent otherwise provided in temporary or final regulations promulgated under Section 280G of the Code. For purposes of this Section 3(b) a "change in control of the Corporation" shall have the meaning set forth in Section 280G of the Code and any temporary or final regulations promulgated thereunder, subject to the limitation stated in Section 3(c) below; and (i) Notwithstanding anything achievement of the performance objectives for such prior fiscal year, each to be paid when bonuses for such years are generally paid to the contrary contained herein, in the event that any portion of the aggregate payments and (ii) At the option of the Corporation, no payments shall be made pursuant to this Section 3 until the procedure described in this Section 3(c)(ii) is completed (the "Parachute Procedure"). If the Corporation elects to comply with such procedure, the Corporation shall cause its independent auditors to deliver to the Executive, within fifteen (15) days after the Date of Termination, a statement which shall indicate whether payment to the Executive of the Total Payments would cause any portion of the Total Payments not to be deductible in whole or part in the calculation of federal income tax by reason of section 280G of the Code, or would cause, directly or indirectly, an "excess parachute payment" to exist within the meaning of Section 280G of the Code. Such statement shall set forth the value, calculated in accordance with the principles of Section 280G of the Code and any temporary or final regulations promulgated thereunder, of any non-cash benefits or any deferred or contingent payment or benefit payable pursuant to the terms of this Agreement or any other plan, arrangement or benefit, together with sufficient information to enable the Corporation to determine the payments that may be made to the Executive without resulting in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code. The Corporation warrants to the Executive the accuracy of all information and calculations supplied to the Executive in such statement. If such statement indicates that payment of the Total Payments would result in a loss of a deduction by reason of Section 280G of the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the Code, the Executive shall, within thirty (30) days after receipt of the statement, deliver to the Corporation a statement indicating which of the payments and benefits specified in such auditor's statement the Executive elects to receiveCompany’s three most senior executives; provided, however, that any such payments shall be conditioned at the payments and benefits selected by election of the Company upon the Executive shall not result in a loss of deduction under Section 280G of (or his legal representative or heirs, as appropriate) signing the Code Release. d) Any post-termination payments or an "excess parachute payment" benefits due and payable to the Executive within the meaning by operation of Section 280G of the Code and, provided, further, however, that if the Corporation does law (but not comply pursuant to any other agreement with the Parachute Procedure, it Company) shall deliver the payments required by be deducted from any amount of severance otherwise payable under this Section 3 within fifteen (15) days after the Date of Termination. Delivery of the statement by the Executive to the Corporation shall - 10 - 11 constitute completion of the Parachute Procedure6. (de) The Corporation This Section 6 shall contest any improper assessment survive the termination of an excise or other tax imposed as a result of a determination that an "excess parachute payment" has been made to the Executive within the meaning of Section 280G of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Code, then the Executive shall pay to the Corporation, upon demand, an amount not to exceed the sum of (i) the excess of the aggregate Total Payments over the aggregate Total Payments that would have been paid without any portion of such payment being deemed an "excess parachute payment" within the meaning of Section 280G of the Code and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate specified in Section 1274(d) of the Code from the date of receipt by the Executive of such excess until the date of such repaymentthis Agreement.

Payments Upon Termination. If In the event that Executive delivers a Notice of Termination to Corporation and Bank (as defined in Section 5 of this Agreement), and the requirements of Section 5 hereof are otherwise satisfied, Executive shall be entitled to receive the compensation and benefits set forth below:  Corporation and/or Bank shall pay Executive a lump sum amount within two thirty (230) years after a Change days following the date of Executive's termination, which shall be paid in Control of the Corporation, the Corporation or a Subsidiary shall terminate aggregate amount equal to and no greater than 1.0 times the Executive's employment other than by reason of the Executive's deathAnnual Base Salary, Disabilityminus applicable taxes and withholdings. In addition, Retirement or for Cause or if the Executive shall terminate his employment for Good Reason then, in any such event, and subject in each case to Section 2(j) hereof, the Corporation or a Subsidiary will pay to the Executive as compensation for services rendered, beginning not later than the fifth business day following completion of the "Parachute Procedure" (as hereinafter defined) if the Corporation elects to follow such procedure and not later than the fifteenth day after the Date of Termination otherwise: (a) the Executive's Salary through the Date of Termination, any existing fringe benefits (including medical benefits) and incentive compensation for the fiscal year in which the termination occurs in accordance with any arrangements then existing with the Executive and proportionate to the period of the fiscal year which has expired prior to the termination; and (b) a lump sum severance payment equal to one (1) times year from the Executive's "Base Amount," as date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Executive immediately prior to the Date of Change of Control, to the extent such term is defined in benefits remain available under the terms of any applicable contracts 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 dollar limitation under Section 280G 402(g)(1)(B) of the Internal Revenue Code of 1986, as amended amended, (the "Code") (subject to any applicable payroll or other taxes and changes required to be withheld computed at for the rate for supplemental payments), provided that in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times the Executive's Base Amount. The Executive's Base Amount shall be determined in accordance with temporary or final regulations promulgated under Section 280G of the Code then in effect, if any. In the absence of such regulations, if the Executive were not employed by the Corporation (or any corporation or partnership affiliated with the Corporation (an "Affiliate") within the meaning of Section 1504 of the Code or a predecessor of the Corporation) during the entire five calendar years (the "Base Period") preceding the calendar year in which a Change Executive terminates employment. However, in Control the event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Section 4999 of the 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 Corporation's independent auditors, Executive shall remit to Corporation occurredthe amount of the reduction, plus such interest, as may be necessary to avoid the Executive's average annual compensation for the purposes imposition of such determination shall be excise tax. Notwithstanding the lesser foregoing or any other provision of (i) this contract to the average contrary, if any portion of the Executive's annual compensation for the complete calendar years during the Base Period during which the Executive was so employed or (ii) the average of the Executive's annual compensation for both complete and partial calendar years during the Base Period during which the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included in the Base Period. Compensation amount herein payable to the Executive by the Corporation or any Affiliate or predecessor of the Corporation shall include every type and form of compensation includible in the Executive's gross income in respect of the Executive's employment by the Corporation or any Affiliate or predecessor of the Corporation, including compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired, except is determined to be non-deductible pursuant to the extent otherwise provided in temporary or final regulations promulgated under Section 280G of the Code. For purposes of this Section 3(b) a "change in control of the Corporation" shall have the meaning set forth in Section 280G of the Code and any temporary or final regulations promulgated thereunder, subject to the limitation stated in Section 3(c) below; and (i) Notwithstanding anything to the contrary contained herein, in the event that any portion of the aggregate payments and (ii) At the option of the Corporation, no payments shall be made pursuant to this Section 3 until the procedure described in this Section 3(c)(ii) is completed (the "Parachute Procedure"). If the Corporation elects to comply with such procedure, the Corporation shall cause its independent auditors be required only to deliver pay to Executive the Executive, within fifteen (15) days after the Date of Termination, a statement which shall indicate whether payment to the Executive of the Total Payments would cause any portion of the Total Payments not amount determined to be deductible in whole or part in the calculation of federal income tax by reason of section 280G of the Code, or would cause, directly or indirectly, an "excess parachute payment" to exist within the meaning of Section 280G of the Code. Such statement shall set forth the value, calculated in accordance with the principles of Section 280G of the Code and any temporary or final regulations promulgated thereunder, of any non-cash benefits or any deferred or contingent payment or benefit payable pursuant to the terms of this Agreement or any other plan, arrangement or benefit, together with sufficient information to enable the Corporation to determine the payments that may be made to the Executive without resulting in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code. The Corporation warrants to the Executive the accuracy of all information and calculations supplied to the Executive in such statement. If such statement indicates that payment of the Total Payments would result in a loss of a deduction by reason of Section 280G of the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the Code, the Executive shall, within thirty (30) days after receipt of the statement, deliver to the Corporation a statement indicating which of the payments and benefits specified in such auditor's statement the Executive elects to receive; provided, however, that the payments and benefits selected by the Executive shall not result in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code and, provided, further, however, that if the Corporation does not comply with the Parachute Procedure, it shall deliver the payments required by this Section 3 within fifteen (15) days after the Date of Termination. Delivery of the statement by the Executive to the Corporation shall - 10 - 11 constitute completion of the Parachute Procedure. (d) The Corporation shall contest any improper assessment of an excise or other tax imposed as a result of a determination that an "excess parachute payment" has been made to the Executive within the meaning of Section 280G of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Code, then the Executive shall pay to the Corporation, upon demand, an amount not to exceed the sum of (i) the excess of the aggregate Total Payments over the aggregate Total Payments that would have been paid without any portion of such payment being deemed an "excess parachute payment" within the meaning of Section 280G of the Code and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate specified in Section 1274(d) of the Code from the date of receipt by the Executive of such excess until the date of such repayment.280G. 

Payments Upon Termination. (a) If within two (2) years after a Change in Control of the Corporation, the Corporation or a Subsidiary shall terminate the Executive's employment other than by reason shall be terminated because of the Executive's death, Disability, Retirement death or for Cause or if the Executive shall terminate his employment for Good Reason then, in any such event, and subject in each case to Section 2(j) hereofdisability, the Corporation or a Subsidiary will shall pay to the Executive as compensation for services rendered, beginning not later than the fifth business day following completion of the "Parachute Procedure" (as hereinafter defined) if the Corporation elects to follow such procedure and not later than the fifteenth day after the Date of Termination otherwise: (a) or the Executive's designated beneficiary (to the Executive's estate if no beneficiary has been designated) an amount equal to one year's full Annual Direct Salary plus any Annual Direct Salary earned through the Date date of Terminationtermination at the rate in effect at the time of termination and any other amounts owing to Executive at the date of termination. The Corporation may elect to pay the Executive, any existing fringe benefits (including medical benefits) and incentive compensation for or his designated beneficiary or estate, at the end of the fiscal year in which the termination occurs in accordance with any arrangements then existing with occurred a prorated award under the Corporation's annual incentive pay plan (EICP). Additionally, the Corporation may elect to accelerate vesting of restricted stock, stock option and performance share awards to provide a full or prorated compensation opportunity for the disabled Executive and proportionate to or the period of the fiscal year which has expired prior to the termination; anddeceased Executive's designated beneficiary or estate. (b) a lump sum severance payment equal to one (1) times If the Executive's "Base Amount," as such term employment shall be terminated for Cause, the Corporation shall 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 Executive at the date of termination, and the Corporation shall have no further obligations to the Executive under this Agreement. (c) If the Executive's employment is defined in Section 280G terminated by the Corporation (other than pursuant to paragraphs 9(a) or 9(b) or 9(c) or 9(d)), then the Corporation shall pay the Executive his full Annual Direct Salary from the date of notice of termination for the remaining period of the Internal Revenue Code Agreement. In such event, the Executive's benefit under the BRP shall be calculated as if the Executive remained employed by the Corporation until the expiration of 1986the term of this Agreement. The Corporation shall also maintain in full force and effect, for the continued benefit of the Executive for the full salary continuation period, 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. In the 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 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 health, medical, life insurance, or disability plan or program is barred, the Corporation shall obtain and pay for, on Executive's behalf, individual insurance plans, policies or programs which provide to Executive health, medical, life and disability insurance coverage which is equivalent to the insurance coverage to which Executive was entitled prior to the date of termination. (d) If termination occurs as a result of expiration of the employment agreement between the Executive and the Corporation, the Executive will not be entitled to receive any severance payments or continuation of benefit coverages, except as provided under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (the "CodeCOBRA") and any other applicable law. The Executive will be permitted to exercise vested stock options and grants as prescribed in the agreements covering those options and grants. (subject e) Should the Executive initiate a termination of employment because of a reduction in compensation rate or opportunity, as described in 9(e) above, the Executive will receive severance pay, based on his full then-current Annual Direct Salary, and full benefits continuation for the remaining period of the Agreement. The Executive will be permitted to any applicable payroll or other taxes exercise stock options and changes required to be withheld computed at grants as prescribed in the rate for supplemental paymentsagreements covering those options and grants. (f) If, within twenty-four (24) months following a Change of Control (as defined herein), provided that in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times Executive has not attained the Executive's Base Amount. The Executive's Base Amount shall be determined in accordance with temporary or final regulations promulgated under Section 280G age of the Code then in effect, if any. In the absence of such regulations, if the Executive were not employed by the Corporation (or any corporation or partnership affiliated with the Corporation (an "Affiliate") within the meaning of Section 1504 of the Code or a predecessor of the Corporation) during the entire five calendar years (the "Base Period") preceding the calendar year in which a Change in Control of the Corporation occurred, the Executive's average annual compensation for the purposes of such determination shall be the lesser of (i) the average of the Executive's annual compensation for the complete calendar years during the Base Period during which the Executive was so employed or (ii) the average of the Executive's annual compensation for both complete and partial calendar years during the Base Period during which the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included in the Base Period. Compensation payable to the Executive by the Corporation or any Affiliate or predecessor of the Corporation shall include every type and form of compensation includible in the Executive's gross income in respect of the Executive's employment by the Corporation or any Affiliate or predecessor of the Corporation, including compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired, except to the extent otherwise provided in temporary or final regulations promulgated under Section 280G of the Code. For purposes of this Section 3(b) a "change in control of the Corporation" shall have the meaning set forth in Section 280G of the Code and any temporary or final regulations promulgated thereunder, subject to the limitation stated in Section 3(c) below; and (i) Notwithstanding anything to the contrary contained herein, in the event that any portion of the aggregate payments and (ii) At the option of the Corporation, no payments shall be made pursuant to this Section 3 until the procedure described in this Section 3(c)(ii) is completed (the "Parachute Procedure"). If the Corporation elects to comply with such procedure62, the Corporation shall cause its independent auditors eliminates Executive's position and fails to deliver to the Executive, within fifteen (15) days after the Date of Termination, a statement which shall indicate whether payment to offer the Executive of the Total Payments would cause any portion of the Total Payments not to be deductible in whole or part in the calculation of federal income tax by reason of section 280G of the Code, or would cause, directly or indirectly, an "excess parachute payment" to exist within the meaning of Section 280G of the Code. Such statement shall set forth the value, calculated in accordance with the principles of Section 280G of the Code and any temporary or final regulations promulgated thereunder, of any non-cash benefits or any deferred or contingent payment or benefit payable pursuant to the terms of this Agreement or any other plan, arrangement or benefit, together with sufficient information to enable the Corporation to determine the payments that may be made to the Executive without resulting in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code. The Corporation warrants to the Executive the accuracy of all information and calculations supplied to the Executive in such statement. If such statement indicates that payment of the Total Payments would result in a loss of a deduction by reason of Section 280G of the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the Code, the Executive shall, comparable position within thirty (30) days after receipt days, or the Executive terminates employment due to a lessening of job responsibilities or an unacceptable relocation (defined as more than 35 miles from the statementExecutive's prior work site) or for any reason during the thirteen months following the Change of Control, deliver to then the Corporation shall make a statement indicating which of the payments and benefits specified in such auditor's statement the Executive elects to receive; provided, however, that the payments and benefits selected by the Executive shall not result in a loss of deduction under Section 280G of the Code or an "excess parachute payment" lump-sum payment to the Executive equal to three times the sum of his then-current Annual Direct Salary and an amount equal to the highest annual bonus award received within the meaning of Section 280G of three years preceding the Code and, provided, further, however, that if the year in which termination occurs. The Corporation does not comply with the Parachute Procedure, it shall deliver the payments required by this Section 3 within fifteen (15) days after the Date of Termination. Delivery of the statement by will also maintain benefit coverages for the Executive to the Corporation shall - 10 - 11 constitute completion as specified in paragraph 10(c) above for a period of the Parachute Procedure. thirty-six (d36) The Corporation shall contest any improper assessment of an excise or other tax imposed as a result of a determination that an "excess parachute payment" has been months. All restricted stock, stock option and performance share awards made to the Executive within the meaning of Section 280G of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Code, then will become fully vested and the Executive shall pay will have any remaining time allowed under the agreements covering those grants to exercise available stock options. Further, the Corporation will provide to the Corporation, upon demand, an amount Executive outplacement and career counseling services as may be requested by the Executive; such service costs not to exceed the sum of (i) the excess 15% of the aggregate Total Payments over the aggregate Total Payments that would have been paid without any portion of such payment being deemed an "excess parachute payment" within the meaning of Section 280G of the Code and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate specified in Section 1274(d) of the Code from the date of receipt by the Executive of such excess until the date of such repaymentExecutive's then-current Annual Direct Salary.

Payments Upon Termination. If (i) In the event that the Executive’s employment terminates for any reason, the Company shall pay to the Executive all amounts accrued but unpaid hereunder through the date of termination in respect of Salary, any unpaid Bonus in respect to any completed fiscal year which has ended prior to the date of termination, accrued but unused vacation and any unreimbursed expenses. Amounts owed by the Company in respect of the payments under Section 6(e)(i) hereof or reimbursement for expenses under the provisions of Section 5 hereof shall be paid within five (5) business days of any termination , except amounts payable with respect to unpaid Bonus, which shall be paid at such time bonus amounts are paid to other senior executives. (ii) In the event that prior to a Change in Control, 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), in addition to the amounts specified in subsection (i) above, (A) the Executive shall be entitled to an amount equal to twelve (12) months Salary (less any applicable withholding or similar taxes) at the rate in effect hereunder on the date of such termination, such amount to be payable in substantially equal monthly installments from the date of such termination through the date two months from end of the Company’s fiscal year following the year of such termination (2the “Severance Term”); (B) years after the Company shall pay the Executive an aggregate amount equal to one times the Bonus payable or paid to the Executive in respect of the completed fiscal year which has ended prior to the date of termination, payable in substantially equal monthly installments during the Severance Term; (C) a lump-sum payment equal to twelve (12) times the monthly cost of health continuation coverage for the Executive and his dependents, as provided under COBRA and as determined on the date of termination, whether or not the Executive elects such COBRA coverage; and (D) all outstanding options then held by the Executive shall immediately vest as to the number of covered shares which would otherwise have vested during the Severance Term, assuming no termination of employment had occurred. Payment of any amounts pursuant to this Section 6(e) shall be expressly conditioned upon the Executive’s execution of a general waiver and release of claims against the Company and its officers, directors, agents, and affiliates. (iii) In the event that in connection with or following a Change in Control, 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), in lieu of amounts payable and benefits provided to the Executive pursuant to subsection (ii) above, the Executive shall be entitled to receive (A) a lump-sum cash payment equal (x) the Executive’s then-current Salary and (y) the Bonus payable or paid to the Executive in respect of the completed fiscal year which has ended prior to the date of termination; (B) a lump-sum payment equal to twelve (12) times the monthly cost of health continuation coverage for the Executive and his dependents, as provided under COBRA and as determined on the date of termination, whether or not the Executive elects such COBRA coverage; and (C) all outstanding options then held by the Executive shall immediately vest and be fully exercisable as of the date of such termination. For purposes of this Agreement, the term “Change in Control” shall have the same meaning as “Change in Control of the Corporation, Company” as provided in the Corporation or a Subsidiary shall terminate the Executive's employment other than by reason of the Executive's death, Disability, Retirement or for Cause or if the Executive shall terminate his employment for Good Reason then, in any such event, and subject in each case to Section 2(j) hereof, the Corporation or a Subsidiary will pay to the Executive as compensation for services rendered, beginning not later than the fifth business day following completion of the "Parachute Procedure" (as hereinafter defined) if the Corporation elects to follow such procedure and not later than the fifteenth day after the Date of Termination otherwise: (a) the Executive's Salary through the Date of Termination, any existing fringe benefits (including medical benefits) and incentive compensation for the fiscal year in which the termination occurs in accordance with any arrangements then existing with the Executive and proportionate to the period of the fiscal year which has expired prior to the termination; and (b) a lump sum severance payment equal to one (1) times the Executive's "Base Amount," as such term is defined in Section 280G of the Internal Revenue Code of 1986, as amended Company’s Stock Option Plan (the "Code") (subject to any applicable payroll or other taxes and changes required to be withheld computed at the rate for supplemental payments“Option Plan”), provided that in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times the Executive's Base Amount. The Executive's Base Amount shall be determined in accordance with temporary or final regulations promulgated under Section 280G of the Code then in effect, if any. In the absence of such regulations, if the Executive were not employed by the Corporation (or any corporation or partnership affiliated with the Corporation (an "Affiliate") within the meaning of Section 1504 of the Code or a predecessor of the Corporation) during the entire five calendar years (the "Base Period") preceding the calendar year in which a Change in Control of the Corporation occurred, the Executive's average annual compensation for the purposes of such determination shall be the lesser of (i) the average of the Executive's annual compensation for the complete calendar years during the Base Period during which the Executive was so employed or (ii) the average of the Executive's annual compensation for both complete and partial calendar years during the Base Period during which the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included in the Base Period. Compensation payable to the Executive by the Corporation or any Affiliate or predecessor of the Corporation shall include every type and form of compensation includible in the Executive's gross income in respect of the Executive's employment by the Corporation or any Affiliate or predecessor of the Corporation, including compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired, except to the extent otherwise provided in temporary or final regulations promulgated under Section 280G of the Code. For purposes of this Section 3(b) a "change in control of the Corporation" shall have the meaning set forth in Section 280G of the Code and any temporary or final regulations promulgated thereunder, subject to the limitation stated in Section 3(c) below; and (i) Notwithstanding anything to the contrary contained herein, in the event that any portion of the aggregate payments and (ii) At the option of the Corporation, no payments shall be made pursuant to this Section 3 until the procedure described in this Section 3(c)(ii) is completed (the "Parachute Procedure"). If the Corporation elects to comply with such procedure, the Corporation shall cause its independent auditors to deliver to the Executive, within fifteen (15) days after the Date of Termination, a statement which shall indicate whether payment to the Executive of the Total Payments would cause any portion of the Total Payments not to be deductible in whole or part in the calculation of federal income tax by reason of section 280G of the Code, or would cause, directly or indirectly, an "excess parachute payment" to exist within the meaning of Section 280G of the Code. Such statement shall set forth the value, calculated in accordance with the principles of Section 280G of the Code and any temporary or final regulations promulgated thereunder, of any non-cash benefits or any deferred or contingent payment or benefit payable pursuant to the terms of this Agreement or any other plan, arrangement or benefit, together with sufficient information to enable the Corporation to determine the payments that may be made to the Executive without resulting in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code. The Corporation warrants to the Executive the accuracy of all information and calculations supplied to the Executive in such statement. If such statement indicates that payment of the Total Payments would result in a loss of a deduction by reason of Section 280G of the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the Code, the Executive shall, within thirty (30) days after receipt of the statement, deliver to the Corporation a statement indicating which of the payments and benefits specified in such auditor's statement the Executive elects to receive; provided, however, that the payments and benefits selected by the Executive shall not result in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code and, provided, further, however, that if the Corporation does not comply with the Parachute Procedure, it shall deliver the payments required by this Section 3 within fifteen (15) days after the Date of Termination. Delivery of the statement by the Executive to the Corporation shall - 10 - 11 constitute completion of the Parachute Procedure. (d) The Corporation shall contest any improper assessment of an excise or other tax imposed as a result of a determination that an "excess parachute payment" has been made to the Executive within the meaning of Section 280G of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Code, then the Executive shall pay to the Corporation, upon demand, an amount not to exceed the sum of (i) the excess of the aggregate Total Payments over the aggregate Total Payments that would have been paid without any portion of such payment being deemed an "excess parachute payment" within the meaning of Section 280G of the Code and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate specified in Section 1274(d) of the Code from the date of receipt by the Executive of such excess until the date of such repayment.

Payments Upon Termination. (a) If within two (2) years after a Change in Control of the Corporation, the Corporation or a Subsidiary shall terminate the Executive's employment other than by reason shall be terminated because of the Executive's Early Retirement, Normal Retirement, death, Disability, Retirement Disability or for Cause or if the Executive shall terminate his employment for Good Reason then, in any such event, and subject in each case to Section 2(j) hereofcause, the Corporation or a Subsidiary will shall pay to the Executive as compensation for services rendered, beginning not later than the fifth business day following completion of the "Parachute Procedure" (as hereinafter defined) if the Corporation elects to follow such procedure and not later than the fifteenth day after the Date of Termination otherwise: (a) the Executive's or his guardian or Estate his full Annual Salary through the Date date of Terminationtermination at the rate in effect at the time of termination and any other amounts owing to Executive at the date of termination. Further, any existing fringe benefits (including medical benefits) and incentive compensation for should termination occur because of Early Retirement, Normal Retirement, death, or Disability, the Corporation may elect to pay the Executive, or his guardian or estate, at the end of the fiscal year in which the termination occurs in accordance with any arrangements then existing with occurred, a prorated award under the MICP, and also may elect to accelerate vesting of restricted stock, stock option and performance share awards to provide a full or prorated compensation opportunity for the retired or disabled Executive or the deceased Executive's guardian or estate. Notwithstanding the foregoing, the Corporation shall have no obligation to provide payments of benefits beyond what the Executive is entitled to under the terms and proportionate to the period conditions of the fiscal year which has expired prior to various compensation and benefit plans and arrangements maintained by the termination; andCorporation. (b) If the Executive's employment is terminated by the Corporation other than for the reasons or circumstances set forth under paragraph 10(a), (b) or (c) hereof, or if the Executive terminates employment within 90 days following the Corporation's decision not to renew his employment agreement or if the Executive terminates his employment for any of the "Good Reasons" defined in paragraph 10(d), then the Corporation shall make a lump lump-sum severance cash payment to the Executive equal to one and one-half times his highest Annual Salary during the three years preceding the termination. In such event the Corporation shall also maintain in full force and effect, for a minimum period of eighteen (118) times months, all employee benefit plans and programs to which the Executive was entitled prior to the date of termination, including but not limited to pension, profit-sharing, savings, supplemental retirement income, medical and health-and-accident plans and arrangements, if the Executive's "Base Amount," as continued participation is permitted under the general terms and conditions and rules and regulations of such term is defined in Section 280G of plans and programs. In the Internal Revenue Code of 1986, as amended (the "Code") (subject to any applicable payroll or other taxes and changes required to be withheld computed at the rate for supplemental payments), provided event that in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times the Executive's Base Amount. The Executive's Base Amount continued participation in any such plan or program is prohibited, the Executive shall be determined in accordance with temporary entitled to receive an amount equal to the annual contribution, payments, premiums, credits or final regulations promulgated under Section 280G of the Code then in effect, if any. In the absence of such regulations, if the Executive were not employed allocations made by the Corporation (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 corporation health, medical, life insurance, or partnership affiliated with disability plan or program is barred the Corporation shall use its best efforts to obtain and pay for, on Executive's behalf, individual insurance plans, policies or programs which provide to Executive health, medical, life and disability insurance coverage which is equivalent to the insurance coverage to which Executive was entitled prior to the date of termination. (an "Affiliate"c) within the meaning If termination occurs as a result of Section 1504 expiration of the Code Agreement, the Executive will not be entitled to receive any severance payments or a predecessor continuation of benefit coverages except as provided under law (COBRA). The Executive will be permitted to exercise vested stock options and grants as prescribed in the Corporationagreements covering those options and grants. (d) during the entire five calendar years If, within twenty-four (the "Base Period"24) preceding the calendar year in which months following a Change in of Control of the Corporation occurredas defined herein, the Executive's average annual compensation for the purposes of such determination shall be the lesser of (i) the average of the Executive's annual compensation for the complete calendar years during the Base Period during which the Executive was so employed or (ii) the average of the Executive's annual compensation for both complete position is eliminated and partial calendar years during the Base Period during which the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included in the Base Period. Compensation payable to the Executive by the Corporation or any Affiliate or predecessor of the Corporation shall include every type and form of compensation includible in the Executive's gross income in respect of the Executive's employment by the Corporation or any Affiliate or predecessor of the Corporation, including compensation income recognized as he is not offered a result of the Executive's exercise of stock options or sale of the stock so acquired, except to the extent otherwise provided in temporary or final regulations promulgated under Section 280G of the Code. For purposes of this Section 3(b) a "change in control of the Corporation" shall have the meaning set forth in Section 280G of the Code and any temporary or final regulations promulgated thereunder, subject to the limitation stated in Section 3(c) below; and (i) Notwithstanding anything to the contrary contained herein, in the event that any portion of the aggregate payments and (ii) At the option of the Corporation, no payments shall be made pursuant to this Section 3 until the procedure described in this Section 3(c)(ii) is completed (the "Parachute Procedure"). If the Corporation elects to comply with such procedure, the Corporation shall cause its independent auditors to deliver to the Executive, within fifteen (15) days after the Date of Termination, a statement which shall indicate whether payment to the Executive of the Total Payments would cause any portion of the Total Payments not to be deductible in whole or part in the calculation of federal income tax by reason of section 280G of the Code, or would cause, directly or indirectly, an "excess parachute payment" to exist within the meaning of Section 280G of the Code. Such statement shall set forth the value, calculated in accordance with the principles of Section 280G of the Code and any temporary or final regulations promulgated thereunder, of any non-cash benefits or any deferred or contingent payment or benefit payable pursuant to the terms of this Agreement or any other plan, arrangement or benefit, together with sufficient information to enable the Corporation to determine the payments that may be made to the Executive without resulting in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code. The Corporation warrants to the Executive the accuracy of all information and calculations supplied to the Executive in such statement. If such statement indicates that payment of the Total Payments would result in a loss of a deduction by reason of Section 280G of the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the Code, the Executive shall, comparable position within thirty (30) days after receipt days, or the Executive terminates employment due to a lessening of job responsibilities or an unacceptable relocation (defined as more than 35 miles from the Executive's prior work site), or there is a reduction in the Executive's compensation, compensation opportunities or benefits as described in Paragraph 10(d)(i) hereof, or the Executive terminates employment for any reason during the thirty (30) day period following the first anniversary of the statementChange of Control, deliver to then the Corporation shall (i) make a statement indicating which of the payments and benefits specified in such auditor's statement the Executive elects to receive; provided, however, that the payments and benefits selected by the Executive shall not result in a loss of deduction under Section 280G of the Code or an "excess parachute payment" lump-sum payment to the Executive within the meaning of Section 280G of the Code and, provided, further, however, that if the Corporation does not comply with the Parachute Procedure, it shall deliver the payments required by this Section 3 within fifteen (15) days after the Date of Termination. Delivery of the statement by the Executive equal to the Corporation shall - 10 - 11 constitute completion of the Parachute Procedure. (d) The Corporation shall contest any improper assessment of an excise or other tax imposed as a result of a determination that an "excess parachute payment" has been made to the Executive within the meaning of Section 280G of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Code, then the Executive shall pay to the Corporation, upon demand, an amount not to exceed two and one-half times the sum of (iA) his highest Annual Salary and (B) an amount equal to the excess of highest annual MICP award earned during the aggregate Total Payments over three year period preceding the aggregate Total Payments that would have been paid without any portion of such payment being deemed an "excess parachute payment" within the meaning of Section 280G of the Code and termination; (ii) interest on maintain benefit coverages for the amount set forth Executive as specified in clause (iparagraph 11(b) above at for a period of twenty-four (24) months; (iii) release its collateral assignment under the applicable federal rate specified in Section 1274(dSplit Dollar Agreement with Executive without reimbursement of premiums paid for that policy; and (iv) provide to the Executive outplacement and career counseling services as may be requested by the Executive, provided that the costs of such services may not exceed 15% of the Code Executive's highest Annual Direct Salary during the three years preceding the termination. Further, notwithstanding the terms of any restricted stock, stock option and/or performance share award or grant made to the Executive, such award or grant will become fully vested and the Executive will have a six month period from the date of receipt by the Executive of such excess until the date of such repaymenttermination in which to exercise available stock options.

Payments Upon Termination. If within two three (23) years after a Change in Control of the CorporationCompany, the Corporation or a Subsidiary Company shall terminate the Executive's employment other than by reason of the Executive's death, Disability, Retirement Disability or for Cause or if the Executive shall terminate his her employment for Good Reason then, in any such event, and subject in each case to Section 2(j) hereof, the Corporation or a Subsidiary will pay to the Executive as compensation for services rendered, beginning not later than the fifth business day following completion of the "Parachute Procedure" (as hereinafter defined) if the Corporation elects to follow such procedure and not later than the fifteenth day after the Date of Termination otherwise:, (a) The Company will continue to pay to the Executive's Salary through , for a period of thirty (30) months following the Date of Termination, any existing fringe benefits (including medical benefits) and incentive as compensation for the fiscal year in which the termination occurs in accordance with any arrangements then existing with services rendered by the Executive and proportionate to the period of the fiscal year which has expired prior to the termination; and (b) a lump sum severance payment equal to one (1) times on or before the Executive's "Base Amount," as such term is defined in Section 280G Date of Termination, the Internal Revenue Code of 1986, as amended (the "Code") Executive's Salary and Incentive Compensation (subject to any applicable payroll taxes or other taxes and changes required to be withheld computed at the rate for supplemental payments)) at the highest rate in effect during the twenty-four (24) month period ending on the day on which the Change in Control of the Company occurred; and (b) For a period of thirty (30) months following the Date of Termination, provided that in no event the Company shall "Total Payments" (as hereinafter defined) exceed 2.99 times provide, at the Company's expense, the Executive and the Executive's Base Amount. spouse and children with full benefits under any employee benefit plan or arrangement in which the Executive participated immediately prior to the day on which the Change in Control of the Company occurred, including, without limitation, any hospital, medical and dental insurance with substantially the same coverage and benefits as were provided to the Executive immediately prior to the day on which the Change in Control of the Company occurred; and (c) The Company will pay on the date of Termination to the Executive as compensation for services rendered on or before the Executive's Base Amount shall be determined Date of Termination, in accordance with temporary or final regulations promulgated under Section 280G addition to the amounts set forth in paragraph 4(a) above, a sum equal to all Incentive Compensation and other incentive awards due to the Executive immediately prior to the day on which the Change in Control of the Code then Company occurred but not yet paid; and (d) For a period of thirty (30) months following the Date of Termination, the Company shall provide to the Executive, at the Company's expense, the automobile provided by the Company to the Executive immediately prior to the day on which the Change in Control of the Company occurred (or a comparable automobile) and the Company shall reimburse the Executive any and all expense incurred by the Executive in connection with the use of such automobile during such thirty month period to the extent that the Company reimburses generally other executives of comparable title, salary and performance ratings; and (e) Any restricted Stock in the Executive's account as an officer of the Company which is not vested in the Executive as of the Change in Control of the Company shall become vested, and all such restrictions thereon (including, but not limited to, any restrictions on the transferability of such Stock), and any restrictions on any other restricted stock awarded to the Executive through any plan or arrangement of the Company on or before the Change in Control of the Company, shall become null and void and of no further force and effect, if any. immediately upon the Change in Control of the Company; and (f) In the absence of such regulations, if event that any payment or benefit received or to be received by the Executive were not employed by the Corporation (or any corporation or partnership affiliated in connection with the Corporation (an "Affiliate") within the meaning of Section 1504 of the Code or a predecessor of the Corporation) during the entire five calendar years (the "Base Period") preceding the calendar year in which a Change in Control of the Corporation occurred, Company or the Executive's average annual compensation for the purposes of such determination shall be the lesser of (i) the average of the Executive's annual compensation for the complete calendar years during the Base Period during which the Executive was so employed or (ii) the average of the Executive's annual compensation for both complete and partial calendar years during the Base Period during which the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included in the Base Period. Compensation payable to the Executive by the Corporation or any Affiliate or predecessor of the Corporation shall include every type and form of compensation includible in the Executive's gross income in respect termination of the Executive's employment by the Corporation or any Affiliate or predecessor of the Corporation, including compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired, except to the extent otherwise provided in temporary or final regulations promulgated under Section 280G of the Code. For purposes of this Section 3(b) a "change in control of the Corporation" shall have the meaning set forth in Section 280G of the Code and any temporary or final regulations promulgated thereunder, subject to the limitation stated in Section 3(c) below; and (i) Notwithstanding anything to the contrary contained herein, in the event that any portion of the aggregate payments and (ii) At the option of the Corporation, no payments shall be made pursuant to this Section 3 until the procedure described in this Section 3(c)(ii) is completed (the "Parachute Procedure"). If the Corporation elects to comply with such procedure, the Corporation shall cause its independent auditors to deliver to the Executive, within fifteen (15) days after the Date of Termination, a statement which shall indicate whether payment to the Executive of the Total Payments would cause any portion of the Total Payments not to be deductible in whole or part in the calculation of federal income tax by reason of section 280G of the Code, or would cause, directly or indirectly, an "excess parachute payment" to exist within the meaning of Section 280G of the Code. Such statement shall set forth the value, calculated in accordance with the principles of Section 280G of the Code and any temporary or final regulations promulgated thereunder, of any non-cash benefits or any deferred or contingent payment or benefit payable pursuant to the terms of this Agreement or any other plan, arrangement or benefit, together agreement with sufficient information to enable the Corporation to determine Company) (collectively with the payments that may and benefits hereunder, "Total Payments") would not be made to deductible in whole or in part by the Executive without resulting in a loss of deduction under Section 280G of Company as the Code or an "excess parachute payment" to the Executive within the meaning result of Section 280G of the Internal Revenue Code of 1986, as amended and the regulations thereunder (the "Code. The Corporation warrants to "), the Executive the accuracy of all information payments and calculations supplied to the Executive in such statement. If such statement indicates that payment benefits hereunder shall be reduced until no portion of the Total Payments would result in a loss is not deductible by reducing to the extent necessary the payment under paragraph 3(a) hereof. For purposes of a deduction by reason of Section 280G this limitation (i) no portion of the Code Total Payments the receipt or would cause an "excess parachute payment" enjoyment of which the Executive shall have effectively waived in writing prior to exist within the meaning date of Section 280G payment shall be taken into account, (ii) no portion of the CodeTotal Payments shall be taken into account which, in the Executive shall, within thirty (30) days after receipt opinion of the statement, deliver to the Corporation a statement indicating which of the payments and benefits specified in such auditor's statement the Executive elects to receive; provided, however, that the payments and benefits tax counsel selected by the Executive shall not result in a loss of deduction under Section 280G of the Code or an "excess parachute payment" and acceptable to the Executive within the meaning of Section 280G of the Code andCompany's independent auditors, provided, further, however, that if the Corporation does is not comply with the Parachute Procedure, it shall deliver the payments required by this Section 3 within fifteen (15) days after the Date of Termination. Delivery of the statement by the Executive likely to the Corporation shall - 10 - 11 constitute completion of the Parachute Procedure. (d) The Corporation shall contest any improper assessment of an excise or other tax imposed as a result of a determination that an "excess parachute payment" has been made to the Executive within the meaning of Section 280G of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Code, then the Executive shall pay to the Corporation, upon demand, an amount not to exceed the sum of (i) the excess of the aggregate Total Payments over the aggregate Total Payments that would have been paid without any portion of such payment being deemed an "excess parachute payment" within the meaning of Section 280G of the Code and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate specified in Section 1274(d280G(b)(2) of the Code from Code, and (iii) the date value of receipt any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Executive Company's independent auditors in accordance with the principles of such excess until Sections 280G(d)(3) and (4) of the date of such repaymentCode.

Payments Upon Termination. If within two (2) years after a Change in Control of the Corporation, the Corporation or a Subsidiary Payments to Executive upon termination shall terminate the Executive's employment other than by reason of the Executive's death, Disability, Retirement or for Cause or if the Executive shall terminate his employment for Good Reason then, in any such event, and subject in each case to Section 2(j) hereof, the Corporation or a Subsidiary will pay be limited to the Executive as compensation for services rendered, beginning not later than the fifth business day following completion of the "Parachute Procedure" (as hereinafter defined) if the Corporation elects to follow such procedure and not later than the fifteenth day after the Date of Termination otherwisefollowing: (a) If Executive is terminated due to (i) voluntary resignation pursuant to Section 15(c) other than for Good Reason, (ii) dissolution and liquidation of the Executive's Corporation pursuant to Section 15(d) other than in conjunction with a Change in Control, or (iii) for Cause pursuant to Section 15(e), Executive shall be entitled to (A) all arrearages of Base Salary through the Date of Termination, payable on the Date of Termination, (B) any existing fringe benefits accrued but unused vacation through the Date of Termination, payable on the Date of Termination, (including medical benefitsC) and incentive compensation for the fiscal year in which the termination occurs in accordance with any arrangements then existing with the Executive and proportionate to the period of the fiscal year which has expired Annual Incentives earned but not paid prior to the termination; and (b) Date of Termination, payable in a lump sum severance payment equal on the date on which Annual Incentives for the calendar year to one (1) times which such Annual Incentive relates are paid to the Executive's "Base Amount," as Corporation’s executive officers generally, but in all events such term is defined in Section 280G payment shall be made no later than March 15 of the Internal Revenue Code of 1986, as amended (the "Code") (subject to any applicable payroll or other taxes and changes required to be withheld computed at the rate for supplemental payments), provided that in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times the Executive's Base Amount. The Executive's Base Amount shall be determined in accordance with temporary or final regulations promulgated under Section 280G of the Code then in effect, if any. In the absence of such regulations, if the Executive were not employed by the Corporation (or any corporation or partnership affiliated with the Corporation (an "Affiliate") within the meaning of Section 1504 of the Code or a predecessor of the Corporation) during the entire five calendar years (the "Base Period") preceding year following the calendar year in which a Change in Control the Date of the Corporation occurredTermination occurs, the Executive's average annual compensation for the purposes of such determination shall be the lesser of plus (iD) the average of the Executive's annual compensation for the complete calendar years during the Base Period during which the Executive was so employed all other benefits, if any, under any group retirement plan, health benefits plan or (ii) the average of the Executive's annual compensation for both complete and partial calendar years during the Base Period during which the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included in the Base Period. Compensation payable to the Executive group benefit plan maintained by the Corporation or any Affiliate or predecessor of the Corporation shall include every type and form of compensation includible in the Executive's gross income in respect of the Executive's employment by the Corporation or any Affiliate or predecessor of the Corporation, including compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired, except to the extent otherwise provided in temporary or final regulations promulgated under Section 280G of the Code. For purposes of this Section 3(b) a "change in control of the Corporation" shall have the meaning set forth in Section 280G of the Code its subsidiaries and any temporary or final regulations promulgated thereunder, subject to the limitation stated in Section 3(c) below; and (i) Notwithstanding anything to the contrary contained herein, in the event that any portion reimbursement of the aggregate payments and (ii) At the option of the Corporation, no payments shall be made expenses pursuant to this Section 3 until the procedure described in this Section 3(c)(ii) is completed (the "Parachute Procedure"). If the Corporation elects 6 to comply with such procedure, the Corporation shall cause its independent auditors to deliver to the Executive, within fifteen (15) days after the Date of Termination, a statement which shall indicate whether payment to the Executive of the Total Payments would cause any portion of the Total Payments not to may be deductible in whole or part in the calculation of federal income tax by reason of section 280G of the Code, or would cause, directly or indirectly, an "excess parachute payment" to exist within the meaning of Section 280G of the Code. Such statement shall set forth the value, calculated in accordance with the principles of Section 280G of the Code and any temporary or final regulations promulgated thereunder, of any non-cash benefits or any deferred or contingent payment or benefit payable entitled pursuant to the terms of this Agreement such plans or agreements at the time of Executive’s Date of Termination payable in accordance with the applicable plans and the Corporation’s customary policies as in effect from time to time (collectively, the “Accrued Obligations”), but shall not be entitled to further compensation. (b) If Executive is terminated due to death or Total Disability pursuant to Section 15(a) or 15(b), respectively, Executive shall be entitled to: (i) the Accrued Obligations; (ii) payment of an amount equal to any other plan, arrangement or benefit, together with sufficient information Annual Incentive to enable which Executive would have been entitled to receive for the calendar year in which Executive’s Date of Termination occurs had Executive remained employed by the Corporation pursuant to determine this Agreement, which Annual Incentive shall be determined by the payments that Board or the Compensation Committee thereof based on the Corporation’s performance for such calendar year and in accordance with the terms of the applicable Annual Incentive program for such calendar year, payable in a lump sum payment on the date on which Annual Incentives for the calendar year in which the Date of Termination occurs are paid to the Corporation’s executive officers generally, but in all events such payment shall be made no later than March 15 of the calendar year following the calendar year in which the Date of Termination occurs; and (A) the vesting and/or exercisability of each of Executive’s outstanding Long-Term Incentive Awards (as defined below) (other than Performance Awards (as defined below)) shall be accelerated, with such acceleration to be effective as of Executive’s Date of Termination; and (B) unless otherwise provided in any agreement evidencing a Performance Award, with respect to each outstanding Performance Award held by Executive as of his Date of Termination, Executive (or his estate, if applicable) shall remain eligible to vest in such portion of the Performance Award as is attributable to the performance period(s) then-underway and scheduled to terminate on or prior to December 31 of the calendar year during which Executive’s Date of Termination occurs (the “Current Performance Period(s)”) in accordance with the terms of such Performance Award based on actual performance relative to the performance goals applicable to the Current Performance Period(s), which vesting and, if applicable, settlement shall be effective on the last day of the Current Performance Period(s) (or such other vesting and/or settlement date as may be made to provided in the Executive without resulting in a loss of deduction under Section 280G of agreement evidencing the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code. The Corporation warrants to the Executive the accuracy of all information and calculations supplied to the Executive in such statement. If such statement indicates that payment of the Total Payments would result in a loss of a deduction by reason of Section 280G of the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the Code, the Executive shall, within thirty (30) days after receipt of the statement, deliver to the Corporation a statement indicating which of the payments and benefits specified in such auditor's statement the Executive elects to receivePerformance Award); provided, however, that in no event shall the payments and benefits selected by the Executive shall not result in a loss vesting and, if applicable, settlement, of deduction under Section 280G such Award be effective later than March 15 of the Code or calendar year following the calendar year in which Executive’s Date of Termination occurs. Any unvested portion of an "excess parachute payment" outstanding Performance Award that is not eligible to vest based on the Executive within the meaning Current Performance Period(s) shall terminate as of Section 280G Executive’s Date of Termination except as otherwise provided in any of the Code and, provided, further, however, that if Corporation’s plan(s) and/or the Corporation does not comply with the Parachute Procedure, it shall deliver the payments required by this Section 3 within fifteen (15) days after the Date award agreements under which any of Termination. Delivery of the statement by the Executive to the Corporation shall - 10 - 11 constitute completion of the Parachute ProcedureExecutive’s Long-Term Incentive Awards were granted. (d) The Corporation shall contest any improper assessment of an excise or other tax imposed as a result of a determination that an "excess parachute payment" has been made to the Executive within the meaning of Section 280G of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Code, then the Executive shall pay to the Corporation, upon demand, an amount not to exceed the sum of (i) the excess of the aggregate Total Payments over the aggregate Total Payments that would have been paid without any portion of such payment being deemed an "excess parachute payment" within the meaning of Section 280G of the Code and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate specified in Section 1274(d) of the Code from the date of receipt by the Executive of such excess until the date of such repayment.

Payments Upon Termination. (a) If within two (2) years after a Change in Control of the Corporation, the Corporation or a Subsidiary shall terminate the Executive's employment other than by reason shall be terminated because of the Executive's death, Disability, Retirement death or for Cause or if the Executive shall terminate his employment for Good Reason then, in any such event, and subject in each case to Section 2(j) hereofdisability, the Corporation or a Subsidiary will shall pay to the Executive as compensation for services rendered, beginning not later than the fifth business day following completion of the "Parachute Procedure" (as hereinafter defined) if the Corporation elects to follow such procedure and not later than the fifteenth day after the Date of Termination otherwise: (a) or the Executive's designated beneficiary (to the Executive's estate if no beneficiary has been designated) an amount equal to one year's full Annual Direct Salary plus any Annual Direct Salary earned through the Date date of Terminationtermination at the rate in effect at the time of termination and any other amounts owing to Executive at the date of termination The Corporation may elect to pay the Executive, any existing fringe benefits (including medical benefits) and incentive compensation for or his designated beneficiary or estate, at the end of the fiscal year in which the termination occurs in accordance with any arrangements then existing with occurred a prorated award under the Corporation's annual incentive pay plan (EICP). Additionally, the Corporation may elect to accelerate vesting of restricted stock, stock option and performance share awards to provide a full or prorated compensation opportunity for the disabled Executive and proportionate to or the period of the fiscal year which has expired prior to the termination; anddeceased Executive's designated beneficiary or estate. (b) a lump sum severance payment equal to one (1) times If the Executive's "Base Amount," as such term employment shall be terminated for Cause, the Corporation shall 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 Executive at the date of termination, and the Corporation shall have no further obligations to the Executive under this Agreement. (c) If the Executive's employment is defined in Section 280G terminated by the Corporation (other than pursuant to paragraphs 9(a) or 9(b) or 9(c) or 9(d)), then the Corporation shall pay the Executive his full Annual Direct Salary from the date of notice of termination for the remaining period of the Internal Revenue Code agreement. In such event, the Executive's benefit under the BRP shall be calculated as if the Executive remained employed by the Corporation until the expiration of 1986the term of this Agreement. The Corporation shall also maintain in full force and effect, for the continued benefit of the Executive for the full salary continuation period, 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. In the 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 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 health, medical, life insurance, or disability plan or program is barred, the Corporation shall obtain and pay for, on Executive's behalf, individual insurance plans, policies or programs which provide to Executive health, medical, life and disability insurance coverage which is equivalent to the insurance coverage to which Executive was entitled prior to the date of termination. (d) If termination occurs as a result of expiration of the employment agreement between the Executive and the Corporation, the Executive will not be entitled to receive any severance payments or continuation of benefit coverages, except as provided under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (the "CodeCOBRA") and any other applicable law. The Executive will be permitted to exercise vested stock options and grants as prescribed in the agreements covering those options and grants. (subject e) Should the Executive initiate a termination of employment because of a reduction in compensation rate or opportunity, as described in 9(e) above, the Executive will receive severance pay, based on his full then-current Annual Direct Salary, and full benefits continuation for the remaining period of the agreement. The Executive will be permitted to any applicable payroll or other taxes exercise stock options and changes required to be withheld computed at grants as prescribed in the rate for supplemental paymentsagreements covering those options and grants. (f) If, within twenty-four (24) months following a Change of Control (as defined herein), provided that in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times Executive has not attained the Executive's Base Amount. The Executive's Base Amount shall be determined in accordance with temporary or final regulations promulgated under Section 280G age of the Code then in effect, if any. In the absence of such regulations, if the Executive were not employed by the Corporation (or any corporation or partnership affiliated with the Corporation (an "Affiliate") within the meaning of Section 1504 of the Code or a predecessor of the Corporation) during the entire five calendar years (the "Base Period") preceding the calendar year in which a Change in Control of the Corporation occurred, the Executive's average annual compensation for the purposes of such determination shall be the lesser of (i) the average of the Executive's annual compensation for the complete calendar years during the Base Period during which the Executive was so employed or (ii) the average of the Executive's annual compensation for both complete and partial calendar years during the Base Period during which the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included in the Base Period. Compensation payable to the Executive by the Corporation or any Affiliate or predecessor of the Corporation shall include every type and form of compensation includible in the Executive's gross income in respect of the Executive's employment by the Corporation or any Affiliate or predecessor of the Corporation, including compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired, except to the extent otherwise provided in temporary or final regulations promulgated under Section 280G of the Code. For purposes of this Section 3(b) a "change in control of the Corporation" shall have the meaning set forth in Section 280G of the Code and any temporary or final regulations promulgated thereunder, subject to the limitation stated in Section 3(c) below; and (i) Notwithstanding anything to the contrary contained herein, in the event that any portion of the aggregate payments and (ii) At the option of the Corporation, no payments shall be made pursuant to this Section 3 until the procedure described in this Section 3(c)(ii) is completed (the "Parachute Procedure"). If the Corporation elects to comply with such procedure62, the Corporation shall cause its independent auditors eliminates Executive's position and fails to deliver to the Executive, within fifteen (15) days after the Date of Termination, a statement which shall indicate whether payment to offer the Executive of the Total Payments would cause any portion of the Total Payments not to be deductible in whole or part in the calculation of federal income tax by reason of section 280G of the Code, or would cause, directly or indirectly, an "excess parachute payment" to exist within the meaning of Section 280G of the Code. Such statement shall set forth the value, calculated in accordance with the principles of Section 280G of the Code and any temporary or final regulations promulgated thereunder, of any non-cash benefits or any deferred or contingent payment or benefit payable pursuant to the terms of this Agreement or any other plan, arrangement or benefit, together with sufficient information to enable the Corporation to determine the payments that may be made to the Executive without resulting in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code. The Corporation warrants to the Executive the accuracy of all information and calculations supplied to the Executive in such statement. If such statement indicates that payment of the Total Payments would result in a loss of a deduction by reason of Section 280G of the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the Code, the Executive shall, comparable position within thirty (30) days after receipt days, or the Executive terminates employment due to a lessening of job responsibilities or an unacceptable relocation (defined as more than 35 miles from the statementExecutive's prior work site) or for any reason during the thirteen months following the Change of Control, deliver to then the Corporation shall make a statement indicating which of the payments and benefits specified in such auditor's statement the Executive elects to receive; provided, however, that the payments and benefits selected by the Executive shall not result in a loss of deduction under Section 280G of the Code or an "excess parachute payment" lump-sum payment to the Executive equal to three times the sum of his then-current Annual Direct Salary and an amount equal to the highest annual bonus award received within the meaning of Section 280G of three years preceding the Code and, provided, further, however, that if the year in which termination occurs. The Corporation does not comply with the Parachute Procedure, it shall deliver the payments required by this Section 3 within fifteen (15) days after the Date of Termination. Delivery of the statement by will also maintain benefit coverages for the Executive to the Corporation shall - 10 - 11 constitute completion as specified in paragraph 10(c) above for a period of the Parachute Procedure. thirty-six (d36) The Corporation shall contest any improper assessment of an excise or other tax imposed as a result of a determination that an "excess parachute payment" has been months. All restricted stock, stock option and performance share awards made to the Executive within the meaning of Section 280G of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Code, then will become fully vested and the Executive shall pay will have any remaining time allowed under the agreements covering those grants to exercise available stock options. Further, the Corporation will provide to the Corporation, upon demand, an amount Executive outplacement and career counseling services as may be requested by the Executive; such service costs not to exceed the sum of (i) the excess 15% of the aggregate Total Payments over the aggregate Total Payments that would have been paid without any portion of such payment being deemed an "excess parachute payment" within the meaning of Section 280G of the Code and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate specified in Section 1274(d) of the Code from the date of receipt by the Executive of such excess until the date of such repaymentExecutive's then-current Annual Direct Salary.

Payments Upon Termination. (a) If within two (2) years after a Change in Control the Executive’s employment shall be terminated because of the Corporationdeath, disability, or for Cause, the Corporation Company shall pay the Executive (or a Subsidiary 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 terminate have no further obligations to the Executive's employment other than by reason of the Executive's death, Disability, Retirement or for Cause or if Executive under this Agreement (and the Executive shall terminate his 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 for Good Reason then, in any such event, and subject in each case to Section 2(j) hereof, Competitive Business the Corporation or a Subsidiary will Company shall pay to the Executive Executive, as compensation for services renderedfull and complete liquidated damages hereunder, beginning not later than the fifth business day following completion of the "Parachute Procedure" (as hereinafter defined) if the Corporation elects an amount equal to follow such procedure and not later than the fifteenth day after the Date of Termination otherwise: (a) the Executive's ’s then monthly Annual Direct Salary through multiplied by six (6) months, with such amount payable in equal monthly installments and provided further that the Date of Termination, foregoing amounts shall be reduced by any existing fringe benefits (including medical benefits) and incentive compensation disability payments for the fiscal year in which the termination occurs Executive may otherwise be entitled. No payments or benefits shall be provided hereunder in accordance with any arrangements then existing connection with the Executive’s disability (i) unless and until the Company has first received a signed general release from the Executive and proportionate (or the Executive’s guardian or legal representative) in a form acceptable to the period of Company releasing the fiscal year which has expired prior Company and Affiliates and any other parties identified by the Company and Affiliates therein, and (ii) to the termination; andextent that the Executive has breached any of his post-termination obligations hereunder. (b) a lump sum severance payment 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 one (1) times the Executive's "Base Amount," as ’s then monthly Annual Direct Salary multiplied by twenty-four (24) months, with such amount payable in equal monthly installments; provided that the amount and term of such payments is defined subject to adjustment upon the Executive’s acceptance of an equity compensation package to be determined. The Company shall also maintain in Section 280G full force and effect, for the continued benefit of the Internal Revenue Code Executive for the period in which the Executive is receiving the foregoing payments, any medical or health-and-accident plan or arrangement of 1986, as amended (the "Code") (subject to any applicable payroll or other taxes and changes required to be withheld computed Company in which the Executive is a participant at the rate for supplemental payments), time of such termination of employment; provided that in no event the Executive shall "Total Payments" (as hereinafter defined) exceed 2.99 times the Executive's Base Amount. The Executive's Base Amount shall be determined in accordance with temporary or final regulations promulgated under Section 280G remain responsible for continuing to pay his share of the Code then in effect, if any. In the absence costs of such regulations, coverage; provided further that the Company shall not be under any duty to maintain such coverage if the Executive were not employed by becomes eligible for coverage under any other employer’s insurance and the Corporation (or any corporation or partnership affiliated with Executive shall give the Corporation (an "Affiliate") within Company prompt notice of when such eligibility occurs. The Company shall also reimburse the meaning of Section 1504 Executive for the periodic rent arising under the lease of the Code or a predecessor Executive’s Bermuda residence (the “Lease”), effective as of the Corporation) during month following the entire five calendar years (date on which the "Base Period") preceding the calendar year in which a Change in Control of the Corporation occurred, the Executive's average annual compensation for the purposes of Executive actually vacates such determination shall be the lesser of residence; provided that: (i) the average Company’s payment obligations with respect to the Lease shall not exceed the monthly cap referenced in Section 5(d)(i) and in any event shall not exceed three months’ rent in the aggregate, shall be reduced by any applicable sublease payments, and shall, in any case, terminate upon any termination or modification of the Executive's annual compensation for Lease or the complete calendar years during last of the Base Period during which the Executive was so employed or three monthly payments; and (ii) the average Lease has provisions acceptable to the Company that would permit subleasing for the remaining term of the Executive's annual compensation for both complete Lease. The Executive agrees to use his best efforts in securing a lease that is acceptable in form to the Company and partial calendar years during to assist the Base Period during which the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average Company should it elect to take an assignment of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included in the Base Periodlease. Compensation payable to the Executive by the Corporation No payments or any Affiliate or predecessor of the Corporation benefits shall include every type and form of compensation includible in the Executive's gross income in respect of the Executive's employment by the Corporation or any Affiliate or predecessor of the Corporation, including compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired, except to the extent otherwise be provided in temporary or final regulations promulgated under Section 280G of the Code. For purposes of this Section 3(b) a "change in control of the Corporation" shall have the meaning set forth in Section 280G of the Code and any temporary or final regulations promulgated thereunder, subject to the limitation stated in Section 3(c) below; and hereunder (i) Notwithstanding anything to the contrary contained herein, in the event that any portion of the aggregate payments and (ii) At the option of the Corporation, no payments shall be made pursuant to this Section 3 unless and until the procedure described in this Section 3(c)(ii) is completed (the "Parachute Procedure"). If the Corporation elects to comply with such procedure, the Corporation shall cause its independent auditors to deliver to the Executive, within fifteen (15) days after the Date of Termination, Company has first received a statement which shall indicate whether payment to the Executive of the Total Payments would cause any portion of the Total Payments not to be deductible in whole or part in the calculation of federal income tax by reason of section 280G of the Code, or would cause, directly or indirectly, an "excess parachute payment" to exist within the meaning of Section 280G of the Code. Such statement shall set forth the value, calculated in accordance with the principles of Section 280G of the Code and any temporary or final regulations promulgated thereunder, of any non-cash benefits or any deferred or contingent payment or benefit payable pursuant to the terms of this Agreement or any other plan, arrangement or benefit, together with sufficient information to enable the Corporation to determine the payments that may be made to the Executive without resulting in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code. The Corporation warrants to the Executive the accuracy of all information and calculations supplied to signed general release from the Executive in such statement. If such statement indicates that payment of the Total Payments would result in a loss of a deduction by reason of Section 280G of the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the Code, the Executive shall, within thirty (30) days after receipt of the statement, deliver form acceptable to the Corporation a statement indicating which of Company releasing the payments Company and benefits specified in such auditor's statement the Executive elects to receive; provided, however, that the payments Affiliates and benefits selected any other parties identified by the Executive shall not result in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code andCompany and Affiliates therein, provided, further, however, that if the Corporation does not comply with the Parachute Procedure, it shall deliver the payments required by this Section 3 within fifteen (15) days after the Date of Termination. Delivery of the statement by the Executive to the Corporation shall - 10 - 11 constitute completion of the Parachute Procedure. (d) The Corporation shall contest any improper assessment of an excise or other tax imposed as a result of a determination that an "excess parachute payment" has been made to the Executive within the meaning of Section 280G of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Code, then the Executive shall pay to the Corporation, upon demand, an amount not to exceed the sum of (i) the excess of the aggregate Total Payments over the aggregate Total Payments that would have been paid without any portion of such payment being deemed an "excess parachute payment" within the meaning of Section 280G of the Code and (ii) interest on to the amount set forth in clause (i) above at the applicable federal rate specified in Section 1274(d) of the Code from the date of receipt by extent that the Executive has breached any of such excess until the date of such repaymenthis post-termination obligations hereunder.

Payments Upon Termination. (a) Termination without Cause or Termination by Executive for Good Reason (as defined below). If within two the Executive’s employment is terminated by the Corporation without Cause (2but not including due to death or Disability) or terminated by the Executive for Good Reason during the Term of this Agreement, the Executive shall be entitled to the following: (i) Base Compensation accrued through the date of termination, based on the number of days in such year that had elapsed as of the termination date; (ii) any accrued but unpaid PTO through the date of termination; (iii) any bonuses earned but unpaid with respect to fiscal years after a Change in Control or other completed bonus periods preceding the termination date; (iv) any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plans maintained by the Corporation, payable in accordance with the Corporation or a Subsidiary shall terminate the Executive's employment other than by reason terms of the Executive's death, Disability, Retirement or for Cause or if the Executive shall terminate his employment for Good Reason then, in applicable plan; (v) any such event, and subject in each case to Section 2(j) hereof, the Corporation or a Subsidiary will pay expenses owed to the Executive as compensation for services rendered, beginning not later than the fifth business day following completion under Section 4(d); (vi) any pro-rated portion of the "Parachute Procedure" (as hereinafter defined) if annual bonus that the Corporation elects to follow such procedure and not later than the fifteenth day after the Date of Termination otherwise: (a) the Executive's Salary through the Date of Termination, any existing fringe benefits (including medical benefits) and incentive compensation Executive would have earned for the fiscal year in which the termination occurs (if she had remained employed for the entire year), based on the number of days in accordance such year that had elapsed as of the termination date, payable at the time that the Corporation pays bonuses to its executive officers for such year; (vii) all of Executive’s outstanding stock options, restricted stock or other equity awards with any arrangements then existing with time-based vesting shall become fully vested and in the case of stock options, exercisable in full, and the Executive and proportionate shall have the right to the exercise such stock options during a period of ninety (90) days following the fiscal year which has expired prior to the termination; andtermination of employment; (bviii) a lump sum severance payment equal to one (1) times the treatment of all of Executive's "Base Amount," as such term is defined in Section 280G of the Internal Revenue Code of 1986’s outstanding stock options, as amended (the "Code") (subject to any applicable payroll restricted stock, restricted stock units or other taxes and changes required to be withheld computed at the rate for supplemental payments), provided that in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times the Executive's Base Amount. The Executive's Base Amount equity awards with performance-based vesting shall be determined in accordance with temporary or final regulations promulgated the long-term incentive plan, and any other plans, pursuant to which such awards were granted and the applicable award agreement; (ix) continued coverage under any group health plan maintained by the Corporation in which the Executive participated at the time of her termination for the remainder of the Term of the Agreement (but not less than six (6) months and not more than the period during which the Executive would be entitled to continuation coverage under Section 280G 4980B of the Code then in effect, if any. In the absence of such regulationsCode, if the Executive were elected such coverage and paid the applicable premiums), or until, if earlier, the date the Executive obtains comparable coverage under benefit plans maintained by a new employer, at an after-tax cost to the Executive comparable to the cost that the Executive would have incurred for the same coverage had she remained employed during such period; and (x) a series of semi-monthly severance payments for each complete calendar month during the remaining Term of this Agreement, but not employed by less than twelve (12) months (the Corporation “Severance Period”), each semi-monthly payment in an amount equal to one-twenty fourth (or any corporation or partnership affiliated with the Corporation (an "Affiliate"1/24th) within the meaning of Section 1504 of the Code or a predecessor sum of the Corporation(A) during the entire five calendar years (the "Base Period") preceding the calendar year in which a Change in Control of the Corporation occurred, the Executive's average annual compensation for ’s Base Compensation, as in effect on the purposes date of such determination shall be the lesser of termination, and (iB) the average of the Executive's annual compensation for the complete calendar years during the Base Period during which the Executive was so employed or (ii) the average of the Executive's annual compensation for both complete and partial calendar years during the Base Period during which the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included in the Base Period. Compensation payable cash bonuses paid to the Executive by for the Corporation or any Affiliate or predecessor last three (3) fiscal years of the Corporation shall include every type and form ending prior to the date of compensation includible termination, to be paid in accordance with the Corporation’s normal payroll practices. Notwithstanding anything in the Executive's gross income in respect of the Executive's employment by the Corporation long-term incentive plan, and any other plans, pursuant to which any equity awards are granted, or any Affiliate or predecessor applicable equity award agreements to the contrary, the payments set forth in subsections (vi), (vii), (viii), (ix) and (x) are subject to (a) a waiver and general release of claims in favor of the Corporation, including compensation income recognized as in a result form and manner satisfactory to the Corporation, that is executed by the Executive and which becomes irrevocable within sixty (60) days following the date of such termination, and (b) the Executive's exercise of stock options or sale of ’s compliance with the stock so acquired, except to the extent otherwise provided in temporary or final regulations promulgated under Section 280G of the Code. For purposes of this Section 3(b) a "change in control of the Corporation" shall have the meaning restrictive covenants set forth in Section 280G Sections 9 and 10 below during the Severance Period (the “Severance Requirement”). Notwithstanding anything in the 2016 Long-Term Incentive Plan, any other plans pursuant to which any equity awards are granted, or any applicable equity award agreements to the contrary, upon any violation of the Code Severance Requirement during the Severance Period, all post-employment compensation set forth in subsections (vi), (vii), (viii), (ix) and any temporary or final regulations promulgated thereunder, subject (x) above shall immediately stop and the Executive shall be obligated to return to the limitation stated in Section 3(c) below; and (i) Notwithstanding anything to the contrary contained herein, in the event that Corporation any portion of the aggregate payments and (ii) At the option of the Corporation, no payments shall be made pursuant to this Section 3 until the procedure described in this Section 3(c)(ii) is completed (the "Parachute Procedure"). If the Corporation elects to comply with such procedure, the Corporation shall cause its independent auditors to deliver post-employment compensation previously paid or otherwise provided to the Executive, within fifteen . The pro-rated bonus payable pursuant to subsection (15vi) days after the Date of Termination, a statement which shall indicate whether payment to the Executive of the Total Payments would cause any portion of the Total Payments not to be deductible in whole or part in the calculation of federal income tax by reason of section 280G of the Code, or would cause, directly or indirectly, an "excess parachute payment" to exist within the meaning of Section 280G of the Code. Such statement shall set forth the value, calculated paid in accordance with the principles provisions of Section 280G of 3(b) after the Code and any temporary Compensation Committee has approved bonuses payable for the year. All payments to be made or final regulations promulgated thereunder, of any non-cash benefits or any deferred or contingent payment or benefit payable settlements to occur pursuant to the terms of this Agreement or any other plan, arrangement or benefit, together with sufficient information to enable the Corporation to determine the payments that may subsection (vii) and (viii) (excluding stock options) shall be made to the Executive without resulting on the first business day following the date that is sixty (60) days following the date of such termination (except as otherwise expressly provided in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Codeapplicable award agreement). The Corporation warrants to payments set forth in subsection (x) shall commence on the Executive 60th day following the accuracy date of all information and calculations supplied to the Executive in such statementtermination. If such statement indicates that payment of the Total Payments would result in a loss of a deduction by reason of Section 280G of the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the Code, the Executive shall, within thirty (30) days after receipt of the statement, deliver to the Corporation a statement indicating which of the payments and benefits specified in such auditor's statement the Executive elects to receive; provided, however, that the payments and benefits selected by the Executive shall not result in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code and, provided, further, however, that if the Corporation does not comply with the Parachute Procedure, it shall deliver the All payments required by this Section 3 within fifteen to be made pursuant to subsections (15i), (ii), (iii), and (v) days after the Date of Termination. Delivery of the statement by the Executive to the Corporation shall - 10 - 11 constitute completion of the Parachute Procedure. (d) The Corporation shall contest any improper assessment of an excise or other tax imposed as a result of a determination that an "excess parachute payment" has been be made to the Executive within the meaning of Section 280G of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Code, then the Executive shall pay to the Corporation, upon demand, an amount not to exceed the sum of sixty (i60) the excess of the aggregate Total Payments over the aggregate Total Payments that would have been paid without any portion of such payment being deemed an "excess parachute payment" within the meaning of Section 280G of the Code and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate specified in Section 1274(d) of the Code from the date of receipt by the Executive of such excess until days following the date of such repaymenttermination and within any shorter time period required by law.

Payments Upon Termination. (a) Termination without Cause or Termination by Executive for Good Reason (as defined below). If within two the Executive’s employment is terminated by the Corporation without Cause (2but not including due to death or Disability) or terminated by the Executive for Good Reason during the Term of this Agreement, the Executive shall be entitled to the following: (i) Base Compensation accrued through the date of termination, based on the number of days in such year that had elapsed as of the termination date; (ii) any accrued but unpaid PTO through the date of termination; (iii) any bonuses earned but unpaid with respect to fiscal years after a Change in Control or other completed bonus periods preceding the termination date; (iv) any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plans maintained by the Corporation, payable in accordance with the Corporation or a Subsidiary shall terminate the Executive's employment other than by reason terms of the Executive's death, Disability, Retirement or for Cause or if the Executive shall terminate his employment for Good Reason then, in applicable plan; (v) any such event, and subject in each case to Section 2(j) hereof, the Corporation or a Subsidiary will pay expenses owed to the Executive as compensation for services rendered, beginning not later than the fifth business day following completion under Section 4(d); (vi) any pro-rated portion of the "Parachute Procedure" (as hereinafter defined) if annual bonus that the Corporation elects to follow such procedure and not later than the fifteenth day after the Date of Termination otherwise: (a) the Executive's Salary through the Date of Termination, any existing fringe benefits (including medical benefits) and incentive compensation Executive would have earned for the fiscal year in which the termination occurs (if he had remained employed for the entire year), based on the number of days in accordance such year that had elapsed as of the termination date, payable at the time that the Corporation pays bonuses to its executive officers for such year; (vii) all of Executive’s outstanding stock options, restricted stock or other equity awards with any arrangements then existing with time-based vesting shall become fully vested and, in the case of stock options, exercisable in full, and the Executive and proportionate shall have the right to the exercise such stock options during a period of ninety (90) days following the fiscal year which has expired prior to the termination; andtermination of employment; (bviii) a lump sum severance payment equal to one (1) times the treatment of all of Executive's "Base Amount," as such term is defined in Section 280G of the Internal Revenue Code of 1986’s outstanding stock options, as amended (the "Code") (subject to any applicable payroll restricted stock, restricted stock units or other taxes and changes required to be withheld computed at the rate for supplemental payments), provided that in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times the Executive's Base Amount. The Executive's Base Amount equity awards with performance-based vesting shall be determined in accordance with temporary or final regulations promulgated the long-term incentive plan, and any other plans, pursuant to which such awards were granted and the applicable award agreement; (ix) continued coverage under any group health plan maintained by the Corporation in which the Executive participated at the time of his termination for the remainder of the Term of the Agreement (but not less than six (6) months and not more than the period during which the Executive would be entitled to continuation coverage under Section 280G 4980B of the Code then in effect, if any. In the absence of such regulationsCode, if the Executive were elected such coverage and paid the applicable premiums), or until, if earlier, the date the Executive obtains comparable coverage under benefit plans maintained by a new employer, at an after-tax cost to the Executive comparable to the cost that the Executive would have incurred for the same coverage had he remained employed during such period; and (x) a series of semi-monthly severance payments for each complete calendar month during the remaining Term of this Agreement, but not employed by less than twelve (12) months (the Corporation “Severance Period”), each semi-monthly payment in an amount equal to one-twenty fourth (or any corporation or partnership affiliated with the Corporation (an "Affiliate"1/24th) within the meaning of Section 1504 of the Code or a predecessor sum of the Corporation(A) during the entire five calendar years (the "Base Period") preceding the calendar year in which a Change in Control of the Corporation occurred, the Executive's average annual compensation for ’s Base Compensation, as in effect on the purposes date of such determination shall be termination, and (B) the lesser greater of (i) the average of the Executive's annual compensation for the complete calendar years during the Base Period during which the Executive was so employed or (ii) the average of the Executive's annual compensation for both complete and partial calendar years during the Base Period during which the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii1) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included in the Base Period. Compensation payable bonus paid to the Executive by for the Corporation last fiscal year preceding the termination date or (2) a minimum bonus equal to thirty-five percent (35%) of Executive’s Base Compensation. Notwithstanding anything in the long-term incentive plan, and any other plans, pursuant to which any equity awards are granted, or any Affiliate or predecessor applicable equity award agreements to the contrary, the payments set forth in subsections (vi), (vii), (viii), (ix) and (x) are subject to (a) a waiver and general release of the Corporation shall include every type and form of compensation includible claims in the Executive's gross income in respect of the Executive's employment by the Corporation or any Affiliate or predecessor favor of the Corporation, including compensation income recognized as in a result form and manner satisfactory to the Corporation, that is executed by the Executive and which becomes irrevocable within sixty (60) days following the date of such termination, and (b) the Executive's exercise of stock options or sale of ’s compliance with the stock so acquired, except to the extent otherwise provided in temporary or final regulations promulgated under Section 280G of the Code. For purposes of this Section 3(b) a "change in control of the Corporation" shall have the meaning restrictive covenants set forth in Section 280G Sections 9 and 10 below during the Severance Period (the “Severance Requirement”). Notwithstanding anything in the 2016 Long-Term Incentive Plan, any other plans pursuant to which any equity awards are granted, or any applicable equity award agreements to the contrary, upon any violation of the Code Severance Requirement during the Severance Period, all post-employment compensation set forth in subsections (vi), (vii), (viii), (ix) and any temporary or final regulations promulgated thereunder, subject (x) above shall immediately stop and the Executive shall be obligated to return to the limitation stated in Section 3(c) below; and (i) Notwithstanding anything to the contrary contained herein, in the event that Corporation any portion of the aggregate payments and (ii) At the option of the Corporation, no payments shall be made pursuant to this Section 3 until the procedure described in this Section 3(c)(ii) is completed (the "Parachute Procedure"). If the Corporation elects to comply with such procedure, the Corporation shall cause its independent auditors to deliver post-employment compensation previously paid or otherwise provided to the Executive, within fifteen . The pro-rated bonus payable pursuant to subsection (15vi) days after the Date of Termination, a statement which shall indicate whether payment to the Executive of the Total Payments would cause any portion of the Total Payments not to be deductible in whole or part in the calculation of federal income tax by reason of section 280G of the Code, or would cause, directly or indirectly, an "excess parachute payment" to exist within the meaning of Section 280G of the Code. Such statement shall set forth the value, calculated paid in accordance with the principles provisions of Section 280G of 3(b) after the Code and any temporary Compensation Committee has approved bonuses payable for the year. All payments to be made or final regulations promulgated thereunder, of any non-cash benefits or any deferred or contingent payment or benefit payable settlements to occur pursuant to the terms of this Agreement or any other plan, arrangement or benefit, together with sufficient information to enable the Corporation to determine the payments that may subsection (vii) and (viii) (excluding stock options) shall be made to the Executive without resulting on the first business day following the date that is sixty (60) days following the date of such termination (except as otherwise expressly provided in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Codeapplicable award agreement). The Corporation warrants to payments set forth in subsection (x) shall commence on the Executive 60th day following the accuracy date of all information and calculations supplied to the Executive in such statementtermination. If such statement indicates that payment of the Total Payments would result in a loss of a deduction by reason of Section 280G of the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the Code, the Executive shall, within thirty (30) days after receipt of the statement, deliver to the Corporation a statement indicating which of the payments and benefits specified in such auditor's statement the Executive elects to receive; provided, however, that the payments and benefits selected by the Executive shall not result in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code and, provided, further, however, that if the Corporation does not comply with the Parachute Procedure, it shall deliver the All payments required by this Section 3 within fifteen to be made pursuant to subsections (15i), (ii), (iii), and (v) days after the Date of Termination. Delivery of the statement by the Executive to the Corporation shall - 10 - 11 constitute completion of the Parachute Procedure. (d) The Corporation shall contest any improper assessment of an excise or other tax imposed as a result of a determination that an "excess parachute payment" has been be made to the Executive within the meaning of Section 280G of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Code, then the Executive shall pay to the Corporation, upon demand, an amount not to exceed the sum of sixty (i60) the excess of the aggregate Total Payments over the aggregate Total Payments that would have been paid without any portion of such payment being deemed an "excess parachute payment" within the meaning of Section 280G of the Code and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate specified in Section 1274(d) of the Code from the date of receipt by the Executive of such excess until days following the date of such repaymenttermination and within any shorter time period required by law.

Payments Upon Termination. If within two three (23) years after a Change in Control of the CorporationCompany, the Corporation or a Subsidiary Company shall terminate the Executive's employment other than by reason of the Executive's death, Disability, Retirement Disability or for Cause Cause, or if the Executive shall terminate his the Executive's employment for Good Reason Reason, then, in any such event, and subject in each case to Section 2(j) hereof, the Corporation or a Subsidiary will pay to the Executive as compensation for services rendered, beginning not later than the fifth business day following completion of the "Parachute Procedure" (as hereinafter defined) if the Corporation elects to follow such procedure and not later than the fifteenth day after the Date of Termination otherwise: (a) The Company will continue to pay to the Executive's Salary through , for a period of thirty (30) months following the Date of Termination, any existing fringe benefits (including medical benefits) and incentive as compensation for the fiscal year in which the termination occurs in accordance with any arrangements then existing with services rendered by the Executive and proportionate to the period of the fiscal year which has expired prior to the termination; and (b) a lump sum severance payment equal to one (1) times on or before the Executive's "Base Amount," as such term is defined in Section 280G Date of Termination, the Internal Revenue Code of 1986, as amended (the "Code") Executive's Salary and Incentive Compensation (subject to any applicable payroll taxes or other taxes and changes required to be withheld computed at the rate for supplemental payments), provided that ) at the highest rate in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times the Executive's Base Amount. The Executive's Base Amount shall be determined in accordance with temporary or final regulations promulgated under Section 280G of the Code then in effect, if any. In the absence of such regulations, if the Executive were not employed by the Corporation (or any corporation or partnership affiliated with the Corporation (an "Affiliate") within the meaning of Section 1504 of the Code or a predecessor of the Corporation) effect during the entire five calendar years twenty-four (24) month period ending on the "Base Period") preceding the calendar year in date on which a Change in Control of the Corporation Company occurred, the Executive's average annual compensation for the purposes of such determination shall be the lesser of (i) the average of the Executive's annual compensation for the complete calendar years during the Base Period during which the Executive was so employed or (ii) the average of the Executive's annual compensation for both complete and partial calendar years during the Base Period during which the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included in the Base Period. Compensation payable to the Executive by the Corporation or any Affiliate or predecessor of the Corporation shall include every type and form of compensation includible in the Executive's gross income in respect of the Executive's employment by the Corporation or any Affiliate or predecessor of the Corporation, including compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired, except to the extent otherwise provided in temporary or final regulations promulgated under Section 280G of the Code. For purposes of this Section 3(b) a "change in control of the Corporation" shall have the meaning set forth in Section 280G of the Code and any temporary or final regulations promulgated thereunder, subject to the limitation stated in Section 3(c) below; and (ib) Notwithstanding anything to the contrary contained herein, in the event that any portion For a period of the aggregate payments and thirty (ii30) At the option of the Corporation, no payments shall be made pursuant to this Section 3 until the procedure described in this Section 3(c)(ii) is completed (the "Parachute Procedure"). If the Corporation elects to comply with such procedure, the Corporation shall cause its independent auditors to deliver to the Executive, within fifteen (15) days after months following the Date of Termination, the Company shall provide, at the Company's expense, the Executive and the Executive's spouse and children with full benefits under any employee benefit plan or arrangement in which the Executive participated immediately prior to the date of a statement which shall indicate whether payment Change in Control, including, without limitation, any hospital, medical and dental insurance with at least equal to or better coverage and benefits as were provided to the Executive immediately prior to the date on which a Change in Control of the Total Payments would cause any portion Company occurred; and (c) The Company will pay on the Date of Termination of the Total Payments Executive as compensation for services rendered on or before the Executive's Date of Termination, in addition to the amounts set forth in paragraph 4(a) above, an amount equal to the sum of (i) all Incentive Compensation and other incentive awards due to the Executive immediately prior to the date on which a Change in Control of the Company occurred which are not yet paid and (ii) all Incentive Compensation and other incentive awards due to be deductible the Executive for the period between the date on which a Change in whole Control of the Company occurred and the Date of Termination which are not yet paid; and (d) For a period of thirty (30) months following the Date of Termination, the Company shall provide to the Executive, at the Company's expense, the automobile (or part a comparable automobile) or automobile allowance, as the case may be, provided by the Company to the Executive immediately prior to the date on which a Change in Control of the Company occurred and the Company shall reimburse the Executive any and all expenses incurred by the Executive in connection with the use of such automobile during such thirty month period to the extent that the Company reimburses generally other executives of comparable title and salary or subject to comparable performance criteria; and (e) Any restricted stock of the Company in the calculation of federal income tax by reason of section 280G Executive's account as an officer of the Code, Company and any stock options granted to the Executive on or would cause, directly or indirectly, an "excess parachute payment" prior to exist within the meaning Date of Section 280G Termination which are not vested in the Executive as of the Code. Such statement Date of Termination shall set forth become immediately vested, and all restrictions thereon (including, but not limited to, any restrictions on the valuetransferability of such stock), calculated in accordance with and any restrictions on any other restricted stock or stock options awarded to the principles of Section 280G Executive through any plan, arrangement or contract of the Code Company on or before the Date of Termination, shall be null and void and of no further force and effect and the Company agrees to accelerate and make immediately exercisable in full all unmatured installments of all outstanding stock options to acquire stock of the Company which the Executive holds as of the Date of Termination; and (f) In event that any temporary or final regulations promulgated thereunder, of any non-cash benefits or any deferred or contingent payment or benefit payable received or to be received by the Executive in connection with a Change in Control of the Company or the termination of the Executive's employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or benefitagreement with the Company (collectively, together with sufficient information to enable the Corporation to determine the payments that may be made and benefits hereunder, "Total Payments") are subject to tax imposed by Section 4999 of the Code (the "Excise Tax"), the Company shall pay to the Executive without resulting an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive after deduction of any Excise Tax on the Total Payments and all federal, state and local income taxes and Excise Tax upon such Gross-Up Payment, shall be equal to the Total Payments. For purposes of this paragraph 4(f) in a loss determining the amount of deduction under Section 280G Excise Tax (A) no portion of the Code Total Payments, the receipt or an "excess parachute payment" enjoyment of which the Executive shall have effectively waived in writing prior to the Executive within the meaning date of Section 280G of the Code. The Corporation warrants to the Executive the accuracy of all information and calculations supplied to the Executive in such statement. If such statement indicates that payment payment, shall be taken into account, (B) no portion of the Total Payments would result shall be taken into account which, in a loss the opinion of a deduction by reason of Section 280G of the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the Code, the Executive shall, within thirty (30) days after receipt of the statement, deliver to the Corporation a statement indicating which of the payments and benefits specified in such auditor's statement the Executive elects to receive; provided, however, that the payments and benefits tax counsel selected by the Executive shall not result in a loss of deduction under Section 280G of the Code or an "excess parachute payment" and acceptable to the Executive within the meaning of Section 280G of the Code andCompany's independent auditors, provided, further, however, that if the Corporation does is not comply with the Parachute Procedure, it shall deliver the payments required by this Section 3 within fifteen (15) days after the Date of Termination. Delivery of the statement by the Executive likely to the Corporation shall - 10 - 11 constitute completion of the Parachute Procedure. (d) The Corporation shall contest any improper assessment of an excise or other tax imposed as a result of a determination that an "excess parachute payment" has been made to the Executive within the meaning of Section 280G of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Code, then the Executive shall pay to the Corporation, upon demand, an amount not to exceed the sum of (i) the excess of the aggregate Total Payments over the aggregate Total Payments that would have been paid without any portion of such payment being deemed an "excess parachute payment" within the meaning of Section 280G(b)(2) of the Code, and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Company's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal, state and local income taxes at the highest marginal rate of income taxation applicable to any individual residing in the jurisdiction in which the Executive resides in the calendar year in which the Gross-Up Payment is to be made. The Company and the Executive each shall reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for any Excise Tax with respect to the Total Payments. As promptly as practicable following the determination of the Excise Tax imposed upon the Total Payments, if any, the Company shall pay the Gross-Up Payment as is then due to the Executive under this Agreement and shall promptly pay or distribute to or for the benefit of the Executive in the future such payments and benefits as they become due to the Executive under this Agreement. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of the Executive's employment, the Executive shall repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax and federal, state and local income tax imposed on the Gross-Up Payment being repaid by the Executive to the extent that such repayment results in a reduction in Excise Tax and/or federal, state or local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time of the termination of the Executive's employment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties, or additions payable by the Executive with respect to such excess) at the time that the amount of such excess is finally determined. The Company shall pay or distribute to or for the benefit of the Executive such payments and benefits as are then due to the Executive under this Agreement even if the Company is unable to deduct any portion of such payment and benefits as a result of Section 280G of the Code and (ii) interest on the amount set forth in clause (i) above at Executive shall have no liability or responsibility to reimburse the applicable federal rate specified in Section 1274(d) Company for any losses incurred by the Company as a result of the Code from Company's inability to deduct such payment, in whole or in part, as the date result of receipt Section 280G of the Code." 3. Paragraph 5(b) is amended by adding after the Executive of such excess until word "compensation" in the date of such repaymentsecond line thereof the following words: "and provide the benefits to the Executive." 4. Paragraph 5(d) is amended by deleting the word "devises" in the fourth line and by deleting the word "devisee" in the eighth line thereof. 5. Paragraph 5

Payments Upon Termination. If within two (2) three years after a Change in Control of the CorporationCompany (or if within nine (9) months prior to a Change in Control if effected in connection with such Change in Control), the Corporation Company or a Subsidiary shall terminate the Executive's employment other than by reason of the Executive's death, Disability, Retirement Disability or for Cause or if the Executive shall terminate his employment for Good Reason then, in any such event, and subject in each case to Section 2(j, (a) hereof, the Corporation The Company or a Subsidiary will pay on the Date of Termination to the Executive as compensation for services rendered, beginning not later than the fifth business day following completion of the "Parachute Procedure" (as hereinafter defined) if the Corporation elects to follow such procedure and not later than the fifteenth day after the Date of Termination otherwise: (a) rendered on or before the Executive's Salary through Date of Termination, a lump sum cash amount (subject to any applicable payroll or taxes required to be withheld computed at the rate for supplemental payments) equal to (i) 2.99 times the sum of the average for each of the five fiscal years of the Company ending before the day on which the Change in Control of the Company occurs of the Executive's Salary, his Incentive Compensation and the annual cost to the Company of all hospital, medical and dental insurance, life insurance, disability insurance and other welfare or benefit plan provided to the Executive (the sum of such Incentive Compensation and annual loss of welfare benefits to be deemed to be $50,000 for each fiscal year of the Company ending on or before November 1, 1997) minus (ii) the cost to the Company of the insurance required under subparagraph 4(b) hereof; (b) For a period of three years following the Date of Termination, any existing fringe benefits (including medical benefits) and incentive compensation for the fiscal year in which the termination occurs in accordance with any arrangements then existing with Company shall provide, at Company expense, the Executive and proportionate the Executive's spouse with full hospital, medical and dental insurance with substantially the same coverage and benefits as were provided to the period of the fiscal year which has expired Executive immediately prior to the terminationChange in Control of the Company; and (bc) In event that any payment or benefit received or to be received by the Executive pursuant to this Agreement in connection with a lump sum severance payment equal to one (1) times Change in Control of the Company or the termination of the Executive's employment (collectively with all payments and benefits hereunder, "Base Amount," Total Payments") would not be deductible in whole or in part by the Company as such term is defined in the result of Section 280G of the Internal Revenue Code of 1986, as amended and the regulations thereunder (the "Code") (subject to any applicable payroll or other taxes and changes required to be withheld computed at the rate for supplemental payments), provided that in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times the Executive's Base Amount. The Executive's Base Amount payments and benefits hereunder shall be determined in accordance with temporary or final regulations promulgated under Section 280G reduced until no portion of the Code then in effect, if any. In the absence of such regulations, if the Executive were Total Payments is not employed deductible by the Corporation (or any corporation or partnership affiliated with the Corporation (an "Affiliate") within the meaning of Section 1504 of the Code or a predecessor of the Corporation) during the entire five calendar years (the "Base Period") preceding the calendar year in which a Change in Control of the Corporation occurred, the Executive's average annual compensation for the purposes of such determination shall be the lesser of (i) the average of the Executive's annual compensation for the complete calendar years during the Base Period during which the Executive was so employed or (ii) the average of the Executive's annual compensation for both complete and partial calendar years during the Base Period during which the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included in the Base Period. Compensation payable to the Executive by the Corporation or any Affiliate or predecessor of the Corporation shall include every type and form of compensation includible in the Executive's gross income in respect of the Executive's employment by the Corporation or any Affiliate or predecessor of the Corporation, including compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired, except reducing to the extent otherwise provided in temporary or final regulations promulgated necessary the payment under Section 280G of the Codesubparagraph (a) hereof. For purposes of this Section 3(b) a "change in control of the Corporation" shall have the meaning set forth in Section 280G of the Code and any temporary or final regulations promulgated thereunder, subject to the limitation stated in Section 3(c) below; and (i) Notwithstanding anything to the contrary contained herein, in the event that any portion of the aggregate payments and (ii) At the option of the Corporation, no payments shall be made pursuant to this Section 3 until the procedure described in this Section 3(c)(ii) is completed (the "Parachute Procedure"). If the Corporation elects to comply with such procedure, the Corporation shall cause its independent auditors to deliver to the Executive, within fifteen (15) days after the Date of Termination, a statement which shall indicate whether payment to the Executive of the Total Payments would cause any portion of the Total Payments not to be deductible the receipt or enjoyment of which the Executive shall have effectively waived in whole or part in the calculation of federal income tax by reason of section 280G of the Code, or would cause, directly or indirectly, an "excess parachute payment" to exist within the meaning of Section 280G of the Code. Such statement shall set forth the value, calculated in accordance with the principles of Section 280G of the Code and any temporary or final regulations promulgated thereunder, of any non-cash benefits or any deferred or contingent payment or benefit payable pursuant writing prior to the terms date of this Agreement or any other planpayment shall be taken into account, arrangement or benefit, together with sufficient information to enable the Corporation to determine the payments that may be made to the Executive without resulting in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code. The Corporation warrants to the Executive the accuracy of all information and calculations supplied to the Executive in such statement. If such statement indicates that payment (ii) no portion of the Total Payments would result shall be taken into account which in a loss the opinion of a deduction by reason of Section 280G of the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the Code, the Executive shall, within thirty (30) days after receipt of the statement, deliver to the Corporation a statement indicating which of the payments and benefits specified in such auditor's statement the Executive elects to receive; provided, however, that the payments and benefits tax counsel selected by the Executive shall not result in a loss of deduction under Section 280G of the Code or an "excess parachute payment" and acceptable to the Executive within the meaning of Section 280G of the Code and, provided, further, however, that if the Corporation does not comply with the Parachute Procedure, it shall deliver the payments required by this Section 3 within fifteen (15) days after the Date of Termination. Delivery of the statement by Company's independent auditors the Executive is not likely to the Corporation shall - 10 - 11 constitute completion of the Parachute Procedure. (d) The Corporation shall contest any improper assessment of an excise or other tax imposed as a result of a determination that an "excess parachute payment" has been made to the Executive within the meaning of Section 280G of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Code, then the Executive shall pay to the Corporation, upon demand, an amount not to exceed the sum of (i) the excess of the aggregate Total Payments over the aggregate Total Payments that would have been paid without any portion of such payment being deemed an "excess parachute payment" within the meaning of Section 280G of the Code and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate specified in Section 1274(d280G(b)(2) of the Code from Code, and (iii) the date value of receipt any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Executive Company's independent auditors in accordance with the principles of such excess until Sections 280G(d)(3) and (4) of the date of such repaymentCode.

Payments Upon Termination. If within two (2) years after a Change in Control of the Corporation, the Corporation or a Subsidiary shall terminate the Executive's employment other than by reason of the Executive's death, Disability, Retirement or for Cause or if the Executive shall terminate his employment for Good Reason then, in any such event, and subject in each case Subject to applicable restrictions arising under Section 2(j) hereof, the Corporation or a Subsidiary will pay to the Executive as compensation for services rendered, beginning not later than the fifth business day following completion of the "Parachute Procedure" (as hereinafter defined) if the Corporation elects to follow such procedure and not later than the fifteenth day after the Date of Termination otherwise: (a) the Executive's Salary through the Date of Termination, any existing fringe benefits (including medical benefits) and incentive compensation for the fiscal year in which the termination occurs in accordance with any arrangements then existing with the Executive and proportionate to the period of the fiscal year which has expired prior to the termination; and (b) a lump sum severance payment equal to one (1) times the Executive's "Base Amount," as such term is defined in Section 280G 4094 of the Internal Revenue Code of 1986, as amended (the "Code"): (a) If Executive's employment is terminated for Cause or Executive voluntarily terminates his employment without Good Reason, as defined herein, all rights of the Executive under this Agreement shall cease as of the effective date of such termination, except that Executive (subject i) shall be entitled to any applicable payroll receive accrued salary through the date of such termination and (ii) shall be entitled to receive the payments and benefits to which he is then entitled under the employee benefit plans of the Corporation or the Change Entity as of the date of such termination. (b) If the Executive is involuntarily terminated (other taxes and changes required than for Cause) in connection with a Change of Control (or an event associated with a Change of Control) during a Protection Period or the Executive voluntarily terminates employment for Good Reason during a Protection Period, then the Corporation or the Change Entity shall: (i) Within thirty (30) days of the Executive's termination of employment, pay to be withheld computed at the rate for supplemental payments), provided that in no event shall "Total Payments" (as hereinafter definedExecutive a lump sum cash amount equal to two(2) exceed 2.99 times the Executive's Base Amount. The Executive's Base Amount shall be determined in accordance with temporary or final regulations promulgated under Section 280G of the Code then in effect, if any. In the absence of such regulations, if the Executive were not employed by the Corporation (or any corporation or partnership affiliated with the Corporation (an "Affiliate") within the meaning of Section 1504 of the Code or a predecessor of the Corporation) during the entire five calendar years (the "Base Period") preceding the calendar year in which a Change in Control of the Corporation occurred, the Executive's average annual compensation for the purposes of such determination shall be the lesser of (i) the average of the Executive's annual compensation for the complete calendar years during the Base Period during which the Executive was so employed or (ii) the average of the Executive's annual compensation for both complete and partial calendar years during the Base Period during which the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included in the Base Period. Compensation payable to the Executive by the Corporation or any Affiliate or predecessor of the Corporation shall include every type and form of compensation includible in the Executive's gross income in respect of the Executive's employment by the Corporation or any Affiliate or predecessor of the Corporation, including compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired, except to the extent otherwise provided in temporary or final regulations promulgated under Section 280G of the Code. For purposes of this Section 3(b) a "change in control of the Corporation" shall have the meaning set forth in Section 280G of the Code and any temporary or final regulations promulgated thereunderAnnual Direct Salary, subject to the limitation stated in Section 3(c) belowapplicable withholdings and taxes; and (i) Notwithstanding anything to the contrary contained herein, in the event that any portion of the aggregate payments and (ii) At Provide to the option Executive (and the Executive's family, if applicable and if the Executive had elected family coverage as of the Corporationday before the date employment terminated) for a period of two (2) years continued health care, no payments shall life insurance and disability insurance coverage provided, on behalf of Executive, at the same level (both separately with respect to each line of coverage and in the aggregate) and subject to the same terms that were in effect on the first day of the Protection Period. These benefits will be made pursuant provided under the insured arrangements maintained for active employees without cost to this Section 3 until the procedure described in this Section 3(c)(ii) Executive. However, if the Corporation or the Change Entity is completed unable to provide these benefits to the Executive through an insured arrangement maintained for active employees and with the same tax consequences available to active employees (the "Parachute ProcedureEquivalent Coverage"). If the Corporation elects to comply with such procedure, the Corporation shall cause its independent auditors or the Change Entity, whichever is appropriate, will distribute to deliver the Executive additional cash equal to the Executive's cost of procuring Equivalent Coverage ("Premium Burden"), within fifteen plus an additional cash amount sufficient to ensure that after all applicable federal, state and local income, employment, wage and excise taxes (15) days after including those imposed under Section 4999 of the Date of TerminationInternal Revenue Code with respect to this amount), a statement which shall indicate whether payment the Executive has remaining cash equal to the Executive of Premium Burden. Collectively, the Total Payments would cause any portion of the Total Payments not to be deductible in whole or part gross-up described in the calculation preceding sentence and the Premium Burden are referred to as the Welfare Benefit Replacement Cost. The Executive agrees to make available to the Corporation or the Change Entity any information reasonably necessary to calculate the cost of federal income tax by reason of section 280G of the Code, this gross-up. The Executive also will be entitled to receive any other payments or would cause, directly or indirectly, an "excess parachute payment" benefits to exist within the meaning of Section 280G of the Code. Such statement shall set forth the value, calculated in accordance with the principles of Section 280G of the Code and any temporary or final regulations promulgated thereunder, of any non-cash benefits or any deferred or contingent payment or benefit payable pursuant to which he is then entitled under the terms of this Agreement or any other plancontract, arrangement arrangement, agreement, plan or benefit, together with sufficient information to enable the Corporation to determine the payments that may be made to the Executive without resulting program in a loss of deduction under Section 280G of the Code which he is or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code. The Corporation warrants to the Executive the accuracy of all information and calculations supplied to the Executive in such statement. If such statement indicates that payment of the Total Payments would result in a loss of a deduction by reason of Section 280G of the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the Code, the Executive shall, within thirty (30) days after receipt of the statement, deliver to the Corporation a statement indicating which of the payments and benefits specified in such auditor's statement the Executive elects to receive; provided, however, that the payments and benefits selected by the Executive shall not result in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code and, provided, further, however, that if the Corporation does not comply with the Parachute Procedure, it shall deliver the payments required by this Section 3 within fifteen (15) days after the Date of Termination. Delivery of the statement by the Executive to the Corporation shall - 10 - 11 constitute completion of the Parachute Procedure. (d) The Corporation shall contest any improper assessment of an excise or other tax imposed as a result of a determination that an "excess parachute payment" has been made to the Executive within the meaning of Section 280G of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Code, then the Executive shall pay to the Corporation, upon demand, an amount not to exceed the sum of (i) the excess of the aggregate Total Payments over the aggregate Total Payments that would have been paid without any portion of such payment being deemed an "excess parachute payment" within the meaning of Section 280G of the Code and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate specified in Section 1274(d) of the Code from the date of receipt by the Executive of such excess until the date of such repaymentparticipant.

Payments Upon Termination. If within two (2) three years after a Change in Control of the CorporationCompany (or if within nine (9) months prior to a Change in Control if effected in connection with such Change in Control), the Corporation Company or a Subsidiary shall terminate the Executive's employment other than by reason of the Executive's death, Disability, Retirement Disability or for Cause or if the Executive shall terminate his employment for Good Reason then, in any such event, and subject in each case to Section 2(j, (a) hereof, the Corporation The Company or a Subsidiary will pay on the Date of Termination to the Executive as compensation for services rendered, beginning not later than the fifth business day following completion of the "Parachute Procedure" (as hereinafter defined) if the Corporation elects to follow such procedure and not later than the fifteenth day after the Date of Termination otherwise: (a) rendered on or before the Executive's Salary through Date of Termination, a lump sum cash amount (subject to any applicable payroll deduction or taxes required to be withheld computed at the rate for supplemental payments) equal to (i) 2.99 times the sum of the average for each of the five fiscal years of the Company ending before the day on which the Change in Control of the Company occurs of the Executive's Salary, his Incentive Compensation and the annual cost to the Company of all hospital, medical and dental insurance, life insurance, disability insurance and other welfare or benefit plan provided to the Executive minus (ii) the cost to the Company of the insurance required under subparagraph 4(b) hereof; (b) For a period of three years following the Date of Termination, any existing fringe benefits (including medical benefits) and incentive compensation for the fiscal year in which the termination occurs in accordance with any arrangements then existing with Company shall provide, at Company expense, the Executive and proportionate the Executive's spouse with full hospital, medical and dental insurance with substantially the same coverage and benefits as were provided to the period of the fiscal year which has expired Executive immediately prior to the terminationChange in Control of the Company; and (bc) In event that any payment or benefit received or to be received by the Executive pursuant to this Agreement in connection with a lump sum severance payment equal to one (1) times Change in Control of the Company or the termination of the Executive's employment (collectively with all payments and benefits hereunder, "Base Amount," Total Payments") would not be deductible in whole or in part by the Company as such term is defined in the result of Section 280G of the Internal Revenue Code of 1986, as amended and the regulations thereunder (the "Code") (subject to any applicable payroll or other taxes and changes required to be withheld computed at the rate for supplemental payments), provided that in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times the Executive's Base Amount. The Executive's Base Amount payments and benefits hereunder shall be determined in accordance with temporary or final regulations promulgated under Section 280G reduced until no portion of the Code then in effect, if any. In the absence of such regulations, if the Executive were Total Payments is not employed deductible by the Corporation (or any corporation or partnership affiliated with the Corporation (an "Affiliate") within the meaning of Section 1504 of the Code or a predecessor of the Corporation) during the entire five calendar years (the "Base Period") preceding the calendar year in which a Change in Control of the Corporation occurred, the Executive's average annual compensation for the purposes of such determination shall be the lesser of (i) the average of the Executive's annual compensation for the complete calendar years during the Base Period during which the Executive was so employed or (ii) the average of the Executive's annual compensation for both complete and partial calendar years during the Base Period during which the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included in the Base Period. Compensation payable to the Executive by the Corporation or any Affiliate or predecessor of the Corporation shall include every type and form of compensation includible in the Executive's gross income in respect of the Executive's employment by the Corporation or any Affiliate or predecessor of the Corporation, including compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired, except reducing to the extent otherwise provided in temporary or final regulations promulgated necessary the payment under Section 280G of the Codesubparagraph (a) hereof. For purposes of this Section 3(b) a "change in control of the Corporation" shall have the meaning set forth in Section 280G of the Code and any temporary or final regulations promulgated thereunder, subject to the limitation stated in Section 3(c) below; and (i) Notwithstanding anything to the contrary contained herein, in the event that any portion of the aggregate payments and (ii) At the option of the Corporation, no payments shall be made pursuant to this Section 3 until the procedure described in this Section 3(c)(ii) is completed (the "Parachute Procedure"). If the Corporation elects to comply with such procedure, the Corporation shall cause its independent auditors to deliver to the Executive, within fifteen (15) days after the Date of Termination, a statement which shall indicate whether payment to the Executive of the Total Payments would cause any portion of the Total Payments not to be deductible the receipt or enjoyment of which the Executive shall have effectively waived in whole or part in the calculation of federal income tax by reason of section 280G of the Code, or would cause, directly or indirectly, an "excess parachute payment" to exist within the meaning of Section 280G of the Code. Such statement shall set forth the value, calculated in accordance with the principles of Section 280G of the Code and any temporary or final regulations promulgated thereunder, of any non-cash benefits or any deferred or contingent payment or benefit payable pursuant writing prior to the terms date of this Agreement or any other planpayment shall be taken into account, arrangement or benefit, together with sufficient information to enable the Corporation to determine the payments that may be made to the Executive without resulting in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code. The Corporation warrants to the Executive the accuracy of all information and calculations supplied to the Executive in such statement. If such statement indicates that payment (ii) no portion of the Total Payments would result shall be taken into account which in a loss the opinion of a deduction by reason of Section 280G of the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the Code, the Executive shall, within thirty (30) days after receipt of the statement, deliver to the Corporation a statement indicating which of the payments and benefits specified in such auditor's statement the Executive elects to receive; provided, however, that the payments and benefits tax counsel selected by the Executive shall not result in a loss of deduction under Section 280G of the Code or an "excess parachute payment" and acceptable to the Executive within the meaning of Section 280G of the Code and, provided, further, however, that if the Corporation does not comply with the Parachute Procedure, it shall deliver the payments required by this Section 3 within fifteen (15) days after the Date of Termination. Delivery of the statement by Company's independent auditors the Executive is not likely to the Corporation shall - 10 - 11 constitute completion of the Parachute Procedure. (d) The Corporation shall contest any improper assessment of an excise or other tax imposed as a result of a determination that an "excess parachute payment" has been made to the Executive within the meaning of Section 280G of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Code, then the Executive shall pay to the Corporation, upon demand, an amount not to exceed the sum of (i) the excess of the aggregate Total Payments over the aggregate Total Payments that would have been paid without any portion of such payment being deemed an "excess parachute payment" within the meaning of Section 280G of the Code and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate specified in Section 1274(d280G(b)(2) of the Code from Code, and (iii) the date value of receipt any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Executive Company's independent auditors in accordance with the principles of such excess until Sections 280G(d)(3) and (4) of the date of such repaymentCode.

Payments Upon Termination. If within two (2) years after a Change in Control of the CorporationCompany, the Corporation Company or a Subsidiary shall terminate the ExecutiveAssociate's employment other than by reason of the ExecutiveAssociate's death, Disability, Retirement or for Cause or if the Executive Associate shall terminate his employment for Good Reason then, in any such eventsubject, and subject in each case to Section 2(j4(g) hereof, the Corporation , (a) The Company or a Subsidiary will pay to the Executive Associate as compensation for services rendered, beginning not later than the fifth business day following completion of the "Parachute Procedure" (as hereinafter defined) if ), the Corporation elects to follow such procedure and not later than the fifteenth day after the Date of Termination otherwise: (a) the ExecutiveAssociate's Base Salary through the Date of Termination, Termination and any existing fringe benefits (including medical benefits) and incentive compensation for the fiscal year in which the termination occurs in accordance with any arrangements then existing with the Executive and proportionate bonus theretofore granted to the period of the fiscal year which has expired prior to the termination; and (b) Associate but not yet paid and a lump sum severance payment equal to one (1) times the Executive's "Base Amount," as such term is defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") (subject to any applicable payroll or other taxes and changes charges required to be withheld computed at the rate for supplemental payments), provided that in no event shall "Total Payments" ) equal to three (as hereinafter defined3) exceed 2.99 times the Executive's Base Amount. The Executive's Base Amount shall be determined in accordance with temporary or final regulations promulgated under Section 280G sum of the Code then in effect, if any. In the absence of such regulations, if the Executive were not employed by the Corporation (or any corporation or partnership affiliated with the Corporation (an "Affiliate") within the meaning of Section 1504 of the Code or a predecessor of the Corporation) during the entire five calendar years (the "Base Period") preceding the calendar year in which a Change in Control of the Corporation occurred, the Executive's average annual compensation for the purposes of such determination shall be the lesser of following: (i) the Associate's Base Salary; (ii) the amount of the Associate's last annual bonus prior to the Change in Control (whether or not such bonus was paid in respect of the Company's last completed fiscal year); (iii) the amount last contributed prior to the Change in Control to the account of the Associate under the Profit Sharing Plan (or any successor plan thereto) (whether or not such amount was paid in respect of the Company's last completed fiscal year); (iv) the amount last contributed prior to the Change in Control to the account of the Associate under the Company's Employee Stock Ownership Plan or any plan, including a 401(k) plan, instituted by the Company in lieu of the Employee Stock Ownership Plan (whether or not such amount was paid in respect of the Company's last completed fiscal year), the value of any shares of Company Common Stock contributed thereunder being determined by calculating the average of the Executive's annual compensation closing price for such shares on the New York Stock Exchange for the complete calendar years during ten trading days preceding the Base Period during Change in Control and (v) the amount last contributed prior to the Change in Control to the account of the Associate under the Company's excess benefit plan (whether or not such amount was paid in respect of the Company's last completed fiscal year). (b) During the period from the Change in Control to the earlier of the remaining term of the option or the date one (1) year from the Date of Termination, the Associate, his personal representative or heirs shall have the right either (i) to exercise all outstanding Options previously granted to the Associate by the Company, any successor to the Company or any acquiror of the Company, including shares as to which the Executive was so employed such options would not otherwise then be exercisable, or (ii) to require the average Company, any successor to the Company or any acquiror of the Executive's annual compensation for both complete and partial calendar years during Company, upon written request, to purchase all such options at a cash purchase price equal to the Base Period during amount by which the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average aggregate "fair market value" of the Executive's total compensation shares subject to such options exceeds the aggregate option price for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included in the Base Period. Compensation payable to the Executive by the Corporation or any Affiliate or predecessor of the Corporation shall include every type and form of compensation includible in the Executive's gross income in respect of the Executive's employment by the Corporation or any Affiliate or predecessor of the Corporation, including compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired, except to the extent otherwise provided in temporary or final regulations promulgated under Section 280G of the Codeshares. For purposes of this Section 3(b) a Agreement, the term "change in control of the Corporationfair market value" shall have mean the meaning set forth in Section 280G of the Code and any temporary or final regulations promulgated thereunder, subject highest consideration per share paid to the limitation stated Company's stockholders in Section 3(c) below; and (i) Notwithstanding anything to connection with the contrary contained herein, transactions resulting in the event that any portion of the aggregate payments and (ii) At the option of the Corporation, no payments shall be made pursuant to this Section 3 until the procedure described Change in this Section 3(c)(ii) is completed (the "Parachute Procedure"). If the Corporation elects to comply with such procedure, the Corporation shall cause its independent auditors to deliver to the Executive, within fifteen (15) days after the Date of Termination, a statement which shall indicate whether payment to the Executive of the Total Payments would cause any portion of the Total Payments not to be deductible in whole or part in the calculation of federal income tax by reason of section 280G of the Code, or would cause, directly or indirectly, an "excess parachute payment" to exist within the meaning of Section 280G of the Code. Such statement shall set forth the value, calculated in accordance with the principles of Section 280G of the Code and any temporary or final regulations promulgated thereunder, of any non-cash benefits or any deferred or contingent payment or benefit payable pursuant to the terms of this Agreement or any other plan, arrangement or benefit, together with sufficient information to enable the Corporation to determine the payments that may be made to the Executive without resulting in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code. The Corporation warrants to the Executive the accuracy of all information and calculations supplied to the Executive in such statement. If such statement indicates that payment of the Total Payments would result in a loss of a deduction by reason of Section 280G of the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the Code, the Executive shall, within thirty (30) days after receipt of the statement, deliver to the Corporation a statement indicating which of the payments and benefits specified in such auditor's statement the Executive elects to receiveControl; provided, however, that the payments and benefits selected by the Executive shall not result if no such consideration were paid in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code and, provided, further, however, that if the Corporation does not comply connection with the Parachute ProcedureChange in Control, it the term "fair market value" shall deliver mean the payments required by this Section 3 within fifteen (15) days after the Date of Termination. Delivery of the statement by the Executive to the Corporation shall - 10 - 11 constitute completion of the Parachute Procedure. (d) The Corporation shall contest any improper assessment of an excise or other tax imposed as a result of a determination that an "excess parachute payment" has been made to the Executive within the meaning of Section 280G of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Code, then the Executive shall pay to the Corporation, upon demand, an amount not to exceed the sum of (i) the excess of the aggregate Total Payments over the aggregate Total Payments that would have been paid without any portion of such payment being deemed an "excess parachute payment" within the meaning of Section 280G of the Code and (ii) interest last reported sale price on the amount set forth in clause (i) above at the applicable federal rate specified in Section 1274(d) of the Code from the date of receipt by the Executive Change in Control (or, if there is no reported sale on such date, the last preceding date on which any reported sale occurred) of one share of the Company's common stock, par value $0.02 per share (the "Common Stock"), on the principal exchange or the over-the-counter securities market, including The New York Stock Exchange, on which such excess until shares are then listed for trading, as the case may be, or if the shares are no longer listed for trading on any exchange or on The New York Stock, the fair market value on such date of such repaymentone share of Common Stock as the Company's Board of Directors shall determine.

Payments Upon Termination. If within two (2) years after a Change in Control Upon the termination, expiration or non-renewal of the Corporationthis Agreement as described below, the Corporation or a Subsidiary Company shall terminate the Executive's employment other than by reason of the Executive's death, Disability, Retirement or for Cause or if the Executive shall terminate his employment for Good Reason then, in any such event, and subject in each case to Section 2(j) hereof, the Corporation or a Subsidiary will pay to the Executive as compensation the accrued but unpaid Base Salary and all reimbursements owed under this Agreement for services rendered, beginning not later than the fifth business day following completion of the "Parachute Procedure" (as hereinafter defined) if the Corporation elects to follow such procedure and not later than the fifteenth day after the Date of Termination otherwise: (a) the Executive's Salary through the Date of Termination, any existing fringe benefits (including medical benefits) and incentive compensation for the fiscal year in which the termination occurs in accordance with any arrangements then existing with the Executive and proportionate to the period of the fiscal year which has expired expenses incurred prior to the date of such termination; and (b) a lump sum severance payment equal to one (1) times the Executive's "Base Amount," as such term is defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") (subject to any applicable payroll expiration or other taxes and changes required to be withheld computed at the rate for supplemental payments), provided that in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times the Executive's Base Amount. The Executive's Base Amount shall be determined in accordance with temporary or final regulations promulgated under Section 280G of the Code then in effect, if anynon-renewal. In the absence of such regulations, if the Executive were not employed by the Corporation (or any corporation or partnership affiliated with the Corporation (an "Affiliate") within the meaning of Section 1504 of the Code or a predecessor of the Corporation) during the entire five calendar years (the "Base Period") preceding the calendar year in which a Change in Control of the Corporation occurred, the Executive's average annual compensation for the purposes of such determination shall be the lesser of (i) the average of the Executive's annual compensation for the complete calendar years during the Base Period during which the Executive was so employed or (ii) the average of the Executive's annual compensation for both complete and partial calendar years during the Base Period during which the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included in the Base Period. Compensation payable addition to the Executive by foregoing, upon the Corporation termination, expiration or any Affiliate or predecessor of the Corporation shall include every type and form of compensation includible in the Executive's gross income in respect of the Executive's employment by the Corporation or any Affiliate or predecessor of the Corporation, including compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired, except to the extent otherwise provided in temporary or final regulations promulgated under Section 280G of the Code. For purposes non-renewal of this Section 3(b) a "change in control of the Corporation" shall have the meaning set forth in Section 280G of the Code and any temporary or final regulations promulgated thereunder, subject to the limitation stated in Section 3(c) below; and (i) Notwithstanding anything to the contrary contained herein, in the event that any portion of the aggregate payments and (ii) At the option of the Corporation, no payments shall be made pursuant to this Section 3 until the procedure described in this Section 3(c)(ii) is completed (the "Parachute Procedure"). If the Corporation elects to comply with such procedure, the Corporation shall cause its independent auditors to deliver to the Executive, within fifteen (15) days after the Date of Termination, a statement which shall indicate whether payment to the Executive of the Total Payments would cause any portion of the Total Payments not to be deductible in whole or part in the calculation of federal income tax by reason of section 280G of the Code, or would cause, directly or indirectly, an "excess parachute payment" to exist within the meaning of Section 280G of the Code. Such statement shall set forth the value, calculated in accordance with the principles of Section 280G of the Code and any temporary or final regulations promulgated thereunder, of any non-cash benefits or any deferred or contingent payment or benefit payable pursuant to the terms of this Agreement or any other plan, arrangement or benefit, together with sufficient information to enable the Corporation to determine the payments that may be made to the Executive without resulting in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code. The Corporation warrants to the Executive the accuracy of all information and calculations supplied to the Executive in such statement. If such statement indicates that payment of the Total Payments would result in a loss of a deduction by reason of Section 280G of the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the CodeAgreement, the Executive shallshall 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 (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 after receipt following the date of termination, expiration or non-renewal, and (y) does not breach any of the statementrestrictive covenants in this Agreement (collectively, deliver “Restrictive Covenants”). Subject to the Corporation a statement indicating which foregoing, 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 payments 30-day period described in the preceding sentence. (a) Upon termination of this Agreement and benefits specified in such auditor's statement Executive’s employment hereunder pursuant to Section 11(a) hereof, the Executive elects (or the Executive’s estate or beneficiaries in the case of the death of the Executive) (i) shall be entitled to receive; providedreceive (A) a pro rata bonus for the year of termination, however, determined by multiplying (I) the Performance Bonus that the payments 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, (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) 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 selected hereunder, or any other rights. (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) 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 (B) in the case of the termination of the Executive’s employment by the Executive shall not result in a loss of deduction under other than for Good Reason pursuant to Section 280G 11(e) hereof, treatment of the Code Option or an "excess parachute payment" 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)(B)) and, so long as the Executive within remains employed through the meaning 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 Section 280G this Agreement)), the Executive shall also be eligible to receive a Performance Bonus calculated and determined in accordance with the Bonus Plan for the final year of the Code Term (and, providedfor the avoidance of doubt, furtherthis provision shall remain in effect through such payment date, however, that if the Corporation does not comply with the Parachute Procedure, it shall deliver the payments required by this Section 3 within fifteen (15) days after the Date of Termination. Delivery of the statement by the Executive to the Corporation shall - 10 - 11 constitute completion of the Parachute Procedurenotwithstanding any such non-renewal). (d) The Corporation Upon termination of this Agreement and Executive’s employment hereunder (x) by the Company without Cause pursuant to Section 11(c) hereof, (y) by reason of the Company’s non-renewal of the Term pursuant to Section 3 hereof, or (z) by the Executive for Good Reason 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 contest be entitled to receive (A) 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, (B) indemnification in accordance with any improper assessment of an excise applicable indemnification plan, program, corporate governance document or other tax imposed arrangement, and any vested rights pursuant to any insurance plan, benefit plan or retirement plan, (C) continued payment of his then 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, expiration or non-renewal as a result described herein (D) reimbursement of a determination that an "excess parachute payment" has been made the cost to the Executive within of his COBRA premiums for the meaning 12-month period following the date of Section 280G termination, expiration or non-renewal as described herein, and (E) treatment of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction Option or an Internal Revenue Service proceeding that an "excess parachute payment" does other option grants in fact exist, within accordance with the meaning of Section 280G terms of the Codeapplicable plan and award agreement, then provided that the Executive shall pay to the Corporation, upon demand, an amount not to exceed the sum of (i) the excess portion of the aggregate Total Payments over Option that was exercisable as of the aggregate Total Payments Effective Date, and the portion of the Option that would have been paid without any portion of such payment being deemed an "excess parachute payment" within become exercisable on the meaning of Section 280G next anniversary of the Code 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) interest on shall have no further 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 amount set forth Company without Cause pursuant to Section 11(c) hereof or by Executive for Good Reason pursuant to Section 11(d) hereof, in clause either case within three months prior to or 12 months following a Change of Control, the provisions of Section 12(d) shall apply, except that subsections 12(d)(i)(C) and (iE) above at shall be deleted and replaced with the applicable federal rate specified following: (C) receive a lump sum cash payment equal to two times the sum of Executive’s Base Salary and Target Bonus in Section 1274(deffect immediately prior to any such termination, and (E) exercise 100% of the Code from 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 receipt 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 the Executive of such excess until the date of such repaymentfrom any subsequent employment.

Payments Upon Termination. If In the event that Executive delivers a Notice of Termination to Corporation and Bank (as defined in Section 5 of this Agreement), and the requirements of Section 5 hereof are otherwise satisfied, Executive shall be entitled to receive the compensation and benefits set forth below: Corporation and Bank shall pay Executive a lump sum amount within forty (40) 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 receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Executive during the two (2) years after a Change in Control prior to his termination of employment to the Corporationextent such benefits remain available under the terms of any applicable contracts or policies. To the extent such benefits are unavailable, the Corporation or a Subsidiary shall terminate the Executive's employment other than by reason of the Executive's death, Disability, Retirement or for Cause or if the Executive shall terminate his employment receive comparable coverage on an individual policy basis, limited to aggregate payments for Good Reason then, in any such event, and subject in each case to coverage not exceeding the applicable dollar limitation under Section 2(j402(g)(1)(B) hereof, the Corporation or a Subsidiary will pay to the Executive as compensation for services rendered, beginning not later than the fifth business day following completion of the "Parachute Procedure" (as hereinafter defined) if the Corporation elects to follow such procedure and not later than the fifteenth day after the Date of Termination otherwise: (a) the Executive's Salary through the Date of Termination, any existing fringe benefits (including medical benefits) and incentive compensation for the fiscal year in which the termination occurs in accordance with any arrangements then existing with the Executive and proportionate to the period of the fiscal year which has expired prior to the termination; and (b) a lump sum severance payment equal to one (1) times the Executive's "Base Amount," as such term is defined in Section 280G of the Internal Revenue Code of 1986, as amended amended, (the "Code") (subject to any applicable payroll or other taxes and changes required to be withheld computed at for the rate for supplemental payments), provided that in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times the Executive's Base Amount. The Executive's Base Amount shall be determined in accordance with temporary or final regulations promulgated under Section 280G of the Code then in effect, if any. In the absence of such regulations, if the Executive were not employed by the Corporation (or any corporation or partnership affiliated with the Corporation (an "Affiliate") within the meaning of Section 1504 of the Code or a predecessor of the Corporation) during the entire five calendar years (the "Base Period") preceding the calendar year in which a Change Executive terminates employment. However, in Control the event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Section 4999 of the 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 Corporation's independent auditors, Executive shall remit to Corporation occurredthe amount of the reduction, plus such interest, as may be necessary to avoid the Executive's average annual compensation for the purposes imposition of such determination shall be excise tax. Notwithstanding the lesser foregoing or any other provision of (i) this contract to the average contrary, if any portion of the Executive's annual compensation for the complete calendar years during the Base Period during which the Executive was so employed or (ii) the average of the Executive's annual compensation for both complete and partial calendar years during the Base Period during which the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included in the Base Period. Compensation amount herein payable to the Executive by the Corporation or any Affiliate or predecessor of the Corporation shall include every type and form of compensation includible in the Executive's gross income in respect of the Executive's employment by the Corporation or any Affiliate or predecessor of the Corporation, including compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired, except is determined to be non-deductible pursuant to the extent otherwise provided in temporary or final regulations promulgated under Section 280G of the Code. For purposes of this Section 3(b) a "change in control of the Corporation" shall have the meaning set forth in Section 280G of the Code and any temporary or final regulations promulgated thereunder, subject to the limitation stated in Section 3(c) below; and (i) Notwithstanding anything to the contrary contained herein, in the event that any portion of the aggregate payments and (ii) At the option of the Corporation, no payments shall be made pursuant to this Section 3 until the procedure described in this Section 3(c)(ii) is completed (the "Parachute Procedure"). If the Corporation elects to comply with such procedure, the Corporation shall cause its independent auditors be required only to deliver pay to Executive the Executive, within fifteen (15) days after the Date of Termination, a statement which shall indicate whether payment to the Executive of the Total Payments would cause any portion of the Total Payments not amount determined to be deductible in whole or part in the calculation of federal income tax by reason of section 280G of the Code, or would cause, directly or indirectly, an "excess parachute payment" to exist within the meaning of Section 280G of the Code. Such statement shall set forth the value, calculated in accordance with the principles of Section 280G of the Code and any temporary or final regulations promulgated thereunder, of any non-cash benefits or any deferred or contingent payment or benefit payable pursuant to the terms of this Agreement or any other plan, arrangement or benefit, together with sufficient information to enable the Corporation to determine the payments that may be made to the Executive without resulting in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code. The Corporation warrants to the Executive the accuracy of all information and calculations supplied to the Executive in such statement. If such statement indicates that payment of the Total Payments would result in a loss of a deduction by reason of Section 280G of the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the Code, the Executive shall, within thirty (30) days after receipt of the statement, deliver to the Corporation a statement indicating which of the payments and benefits specified in such auditor's statement the Executive elects to receive; provided, however, that the payments and benefits selected by the Executive shall not result in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code and, provided, further, however, that if the Corporation does not comply with the Parachute Procedure, it shall deliver the payments required by this Section 3 within fifteen (15) days after the Date of Termination. Delivery of the statement by the Executive to the Corporation shall - 10 - 11 constitute completion of the Parachute Procedure. (d) The Corporation shall contest any improper assessment of an excise or other tax imposed as a result of a determination that an "excess parachute payment" has been made to the Executive within the meaning of Section 280G of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Code, then the Executive shall pay to the Corporation, upon demand, an amount not to exceed the sum of (i) the excess of the aggregate Total Payments over the aggregate Total Payments that would have been paid without any portion of such payment being deemed an "excess parachute payment" within the meaning of Section 280G of the Code and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate specified in Section 1274(d) of the Code from the date of receipt by the Executive of such excess until the date of such repayment.280G.

Payments Upon Termination. If within two (2a) years after a Change in Control The expiration or termination of the Corporation, the Corporation or a Subsidiary shall terminate the Executive's employment other than by reason of the Executive's death, Disability, Retirement or for Cause or if the Executive shall terminate his employment for Good Reason then, in this Agreement pursuant to this Article 9 will not release either party from any such event, and subject in each case obligation to Section 2(j) hereof, the Corporation or a Subsidiary will pay to the Executive as compensation for services renderedother party any amounts accrued under Article 8 of this Agreement in connection with activities completed, beginning not later than the fifth business day following completion of the "Parachute Procedure" (as hereinafter defined) if the Corporation elects to follow such procedure Marketing Costs accrued, and not later than the fifteenth day after the Date of Termination otherwise: (a) the Executive's Salary through the Date of Termination, any existing fringe benefits (including medical benefits) and incentive compensation for the fiscal year in which the termination occurs in accordance Net Sales realized with any arrangements then existing with the Executive and proportionate respect to the period of the fiscal year which has expired prior to the effective date of such expiration or termination; and. (b) a lump sum severance payment equal to one Within thirty (1) times the Executive's "Base Amount," as such term is defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") (subject to any applicable payroll or other taxes and changes required to be withheld computed at the rate for supplemental payments), provided that in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times the Executive's Base Amount. The Executive's Base Amount shall be determined in accordance with temporary or final regulations promulgated under Section 280G of the Code then in effect, if any. In the absence of such regulations, if the Executive were not employed by the Corporation (or any corporation or partnership affiliated with the Corporation (an "Affiliate") within the meaning of Section 1504 of the Code or a predecessor of the Corporation) during the entire five calendar years (the "Base Period") preceding the calendar year in which a Change in Control of the Corporation occurred, the Executive's average annual compensation for the purposes of such determination shall be the lesser of (i) the average of the Executive's annual compensation for the complete calendar years during the Base Period during which the Executive was so employed or (ii) the average of the Executive's annual compensation for both complete and partial calendar years during the Base Period during which the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included in the Base Period. Compensation payable to the Executive by the Corporation or any Affiliate or predecessor of the Corporation shall include every type and form of compensation includible in the Executive's gross income in respect of the Executive's employment by the Corporation or any Affiliate or predecessor of the Corporation, including compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired, except to the extent otherwise provided in temporary or final regulations promulgated under Section 280G of the Code. For purposes of this Section 3(b) a "change in control of the Corporation" shall have the meaning set forth in Section 280G of the Code and any temporary or final regulations promulgated thereunder, subject to the limitation stated in Section 3(c) below; and (i) Notwithstanding anything to the contrary contained herein, in the event that any portion of the aggregate payments and (ii) At the option of the Corporation, no payments shall be made pursuant to this Section 3 until the procedure described in this Section 3(c)(ii) is completed (the "Parachute Procedure"). If the Corporation elects to comply with such procedure, the Corporation shall cause its independent auditors to deliver to the Executive, within fifteen (1530) days after the Date expiration or termination of Terminationthis Agreement, Inyx will provide to the AMC and King (i) an Inyx Detail Report for the month during which such expiration or termination occurs (and all Inyx Detail Reports for prior months that were required to be submitted to the AMC and King pursuant to Section 3.4 but were not submitted); (ii) a reasonably detailed statement of Marketing Costs incurred by Inyx during the period of January 1 of the Calendar Year in which such expiration or termination occurs through the effective date of such expiration or termination; and (iii) a reasonably detailed statement of costs and expenses incurred by Inyx in performing Excess Details, if any, during such period. (c) Within thirty (30) days after the expiration or termination of this Agreement, King will provide to the AMC and Inyx (i) a King Detail Report for the month during which such expiration or termination occurs (and all King Detail Reports for prior months that were required to be submitted to the AMC and Inyx pursuant to Section 4.3 but were not submitted); (ii) a reasonably detailed statement of Marketing Costs incurred by King during the period of January 1 of the Calendar Year in which such expiration or termination occurs through the effective date of such expiration or termination; (iii) a reasonably detailed statement of costs and expenses incurred by King in performing Excess Details, if any, during such period; and (iv) a statement which shall indicate whether payment to the Executive of the Total Payments would cause any portion of the Total Payments not to be deductible in whole or part in the calculation of federal income tax by reason of section 280G of the Code, or would cause, directly or indirectly, an "excess parachute payment" to exist within the meaning of Section 280G of the Code. Such statement shall set forth the value, calculated in accordance with the principles of Section 280G of the Code and any temporary or final regulations promulgated thereunder, of any non-cash benefits or any deferred or contingent payment or benefit payable pursuant to the terms of this Agreement or any other plan, arrangement or benefit, together with sufficient information to enable the Corporation to determine the payments that may be made to the Executive without resulting in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code. The Corporation warrants to the Executive the accuracy of all information and calculations supplied to the Executive in Net Sales during such statement. If such statement indicates that payment of the Total Payments would result in a loss of a deduction by reason of Section 280G of the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the Code, the Executive shall, within period. (d) Within thirty (30) days after receipt of such information from King and Inyx, the statementAMC will determine the net amounts due and or payable by Inyx and King, deliver to the Corporation a statement indicating which of the payments and benefits specified in such auditor's statement the Executive elects to receive; provided, however, that the payments and benefits selected amounts will be paid by the Executive shall not result in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive parties within the meaning of Section 280G of the Code and, provided, further, however, that if the Corporation does not comply with the Parachute Procedure, it shall deliver the payments required by this Section 3 within fifteen thirty (1530) days after the Date of Termination. Delivery of the statement by the Executive to the Corporation shall - 10 - 11 constitute completion of the Parachute Proceduresuch AMC determination. (d) The Corporation shall contest any improper assessment of an excise or other tax imposed as a result of a determination that an "excess parachute payment" has been made to the Executive within the meaning of Section 280G of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Code, then the Executive shall pay to the Corporation, upon demand, an amount not to exceed the sum of (i) the excess of the aggregate Total Payments over the aggregate Total Payments that would have been paid without any portion of such payment being deemed an "excess parachute payment" within the meaning of Section 280G of the Code and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate specified in Section 1274(d) of the Code from the date of receipt by the Executive of such excess until the date of such repayment.

Payments Upon Termination. If within two (2) years after a Change in Control In the event of the Corporationtermination of this Agreement and the Executive’s employment hereunder, the Corporation Executive shall receive the amounts and benefits set forth below so long as the Executive (or a Subsidiary shall terminate the Executive's employment other than by reason ’s estate or beneficiaries in the case of the death of the Executive's death, Disability, Retirement or for Cause or if ) (x) executes a separation agreement and general release and waiver of all claims in a form reasonably satisfactory to the Company (the “Release”) and the applicable revocation period with respect to such Release expires without the Executive shall terminate his employment for Good Reason then, in any such event, and subject in each case to Section 2(j) hereof, the Corporation or a Subsidiary will pay to the Executive as compensation for services rendered, beginning not later than the fifth business day following completion of the "Parachute Procedure" (as hereinafter defined) if the Corporation elects to follow such procedure and not later than the fifteenth day after the Date of Termination otherwise: (a) the Executive's Salary through the Date of Termination, any existing fringe benefits (including medical benefits) and incentive compensation for the fiscal year in which the termination occurs in accordance with any arrangements then existing with the Executive and proportionate to the period of the fiscal year which has expired prior to the termination; and (b) a lump sum severance payment equal to one (1) times the Executive's "Base Amount," as such term is defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") (subject to any applicable payroll or other taxes and changes required to be withheld computed at the rate for supplemental payments), provided that in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times the Executive's Base Amount. The Executive's Base Amount shall be determined in accordance with temporary or final regulations promulgated under Section 280G of the Code then in effect, if any. In the absence of such regulations, if the Executive were not employed by the Corporation (or any corporation or partnership affiliated with the Corporation (an "Affiliate") within the meaning of Section 1504 of the Code or a predecessor of the Corporation) during the entire five calendar years (the "Base Period") preceding the calendar year in which a Change in Control of the Corporation occurred, the Executive's average annual compensation for the purposes of such determination shall be the lesser of (i) the average of the Executive's annual compensation for the complete calendar years during the Base Period during which the Executive was so employed or (ii) the average of the Executive's annual compensation for both complete and partial calendar years during the Base Period during which the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included in the Base Period. Compensation payable to the Executive by the Corporation or any Affiliate or predecessor of the Corporation shall include every type and form of compensation includible in the Executive's gross income in respect of the Executive's employment by the Corporation or any Affiliate or predecessor of the Corporation, including compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired, except to the extent otherwise provided in temporary or final regulations promulgated under Section 280G of the Code. For purposes of this Section 3(b) a "change in control of the Corporation" shall have the meaning set forth in Section 280G of the Code and any temporary or final regulations promulgated thereunder, subject to the limitation stated in Section 3(c) below; and (i) Notwithstanding anything to the contrary contained herein, in the event that having revoked any portion of the aggregate payments and (ii) At the option of the CorporationRelease, no payments shall be made pursuant to this Section 3 until the procedure described in this Section 3(c)(ii) is completed (the "Parachute Procedure"). If the Corporation elects to comply with such procedure, the Corporation shall cause its independent auditors to deliver to the Executive, within fifteen (15) days after the Date of Termination, a statement which shall indicate whether payment to the Executive of the Total Payments would cause any portion of the Total Payments not to be deductible in whole or part in the calculation of federal income tax by reason of section 280G of the Code, or would cause, directly or indirectly, an "excess parachute payment" to exist within the meaning of Section 280G of the Code. Such statement shall set forth the value, calculated in accordance with the principles of Section 280G of the Code and any temporary or final regulations promulgated thereunder, of any non-cash benefits or any deferred or contingent payment or benefit payable pursuant to the terms of this Agreement or any other plan, arrangement or benefit, together with sufficient information to enable the Corporation to determine the payments that may be made to the Executive without resulting in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code. The Corporation warrants to the Executive the accuracy of all information and calculations supplied to the Executive in such statement. If such statement indicates that payment of the Total Payments would result in a loss of a deduction by reason of Section 280G of the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the Code, the Executive shall, each case within thirty (30) days after receipt following the date of termination, and (y) does not breach any of the statementrestrictive covenants in this Agreement (collectively, deliver “Restrictive Covenants”). Subject to the Corporation a statement indicating which foregoing, any payments to be made in accordance with this Section 12 will commence on the first payroll date following the end of the payments 30-day period described in the preceding sentence. (a) Upon termination of this Agreement and benefits specified in such auditor's statement Executive’s employment hereunder pursuant to Section 11(a) hereof, the Executive elects (or the Executive’s estate or beneficiaries in the case of the death of the Executive) (i) shall be entitled to receive; provided(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), however(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, (C) a pro rata Performance Bonus for the year of termination, if applicable, determined by multiplying (I) the Performance Bonus that the payments Executive would have received under the Bonus Plan for such year had her 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 (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 (E) if Executive is eligible for and elects continuation benefits selected under COBRA, the Company will pay the employer portion of the COBRA coverage premium for the continuation of the same level of Executive’s medical and dental insurance benefits for the shorter of (x) the 12-month period following the date of termination, or (y) the time at which Executive becomes eligible for medical and dental benefits through another employer, which eligibility must immediately be disclosed by Executive to the Company, 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 shall not result in a loss of deduction under other than for Good Reason pursuant to Section 280G 11(e) hereof, treatment of the Code Option or an "excess parachute payment" to other option grants in accordance with the Executive within the meaning of Section 280G terms of the Code andapplicable plan and award agreement, provided, further, however, provided that if the Corporation does not comply with the Parachute Procedure, it shall deliver the payments required by this Section 3 within fifteen Option (15or a portion thereof) days after the Date of Termination. Delivery that was exercisable as of the statement 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 pursuant to Section 11(c) hereof, or (y) by the Executive for Good Reason 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 earned and accrued under this Agreement prior to the Corporation shall - 10 - 11 constitute completion date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination), (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, (C) continued payment of her Base Salary for the 9-month period following the date of termination and monthly payments for nine (9) months of one-twelfth (1/12th) of the Parachute ProcedurePerformance Bonus, (D) a pro rata Performance 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 her 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 (E) 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 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 (F) if Executive is eligible for and elects continuation benefits under COBRA, the Company will pay the employer portion of the COBRA coverage premium for the continuation of the same level of Executive’s medical and dental insurance benefits for the shorter of (x) the 9-month period following the date of termination, or (y) the time at which Executive becomes eligible for medical and dental benefits through another employer, which eligibility must immediately be disclosed by Executive to the Company, and (ii) shall have no further rights to any other compensation or benefits hereunder, or any other rights hereunder. (d) The Corporation shall contest any improper assessment of an excise or other tax imposed as a result Upon the occurrence of a determination that an "excess parachute payment" has been made to Change in Control as defined Section 11(f) hereof, the Executive within the meaning of Section 280G of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Code, then the Executive shall pay to the Corporation, upon demand, an amount not to exceed the sum of (i) shall be entitled to (A) receive any unpaid Base Salary and other benefits earned and accrued under this Agreement prior to the excess date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination), (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, (C) continued payment of her Base Salary for the 12-month period following the date of termination and monthly payments for twelve (12) months of one-twelfth (1/12th) of the aggregate Total Payments over Performance Bonus, (D) treatment of the aggregate Total Payments 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 Effective Date, and the portion of the Option that would have been paid without any 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 (E) if Executive is eligible for and elects continuation benefits under COBRA, the Company will pay the employer portion of such payment being deemed an "excess parachute payment" within the meaning of Section 280G COBRA coverage premium for the continuation of the Code same level of Executive’s medical and dental insurance benefits for the shorter of (x) the 12-month period following the date of termination, or (y) the time at which Executive becomes eligible for medical and dental benefits through another employer, which eligibility must immediately be disclosed by Executive to the Company, and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate specified in Section 1274(d) of the Code from the date of receipt by the Executive of such excess until the date of such repaymentshall have no further rights to any other compensation or benefits hereunder, or any other rights hereunder.

Payments Upon Termination. (a) Termination without Cause or Termination by Executive for Good Reason (as defined below). If within two the Executive’s employment is terminated by the Corporation without Cause (2but not including due to death or Disability) or terminated by the Executive for Good Reason during the Term of this Agreement, the Executive shall be entitled to the following: (i) Base Compensation accrued through the date of termination, based on the number of days in such year that had elapsed as of the termination date; (ii) any accrued but unpaid PTO through the date of termination; (iii) any bonuses earned but unpaid with respect to fiscal years after a Change in Control or other completed bonus periods preceding the termination date; (iv) any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plans maintained by the Corporation, payable in accordance with the Corporation or a Subsidiary shall terminate the Executive's employment other than by reason terms of the Executive's death, Disability, Retirement or for Cause or if the Executive shall terminate his employment for Good Reason then, in applicable plan; (v) any such event, and subject in each case to Section 2(j) hereof, the Corporation or a Subsidiary will pay expenses owed to the Executive as compensation for services renderedunder Sections 4(d), beginning not later than the fifth business day following completion or 4(e); (vi) any pro-rated portion of the "Parachute Procedure" (as hereinafter defined) if annual bonus that the Corporation elects to follow such procedure and not later than Executive would have earned based on the fifteenth day after the Date of Termination otherwise: (a) the Executive's Salary through the Date of Termination, any existing fringe benefits (including medical benefits) and incentive compensation performance goals or criteria for the fiscal year in which the termination occurs (if he had remained employed for the entire year), based on the number of days in accordance such year that had elapsed as of the termination date, payable at the time that the Corporation pays bonuses to its executive officers for such year; (vii) all of Executive’s outstanding stock options, restricted stock or other equity awards with any arrangements then existing with time-based vesting shall become fully vested and, in the case of stock options, exercisable in full, and the Executive and proportionate shall have the right to the exercise such stock options during a period of ninety (90) days following the fiscal year which has expired prior to the termination; andtermination of employment; (bviii) a lump sum severance payment equal to one (1) times the treatment of all of Executive's "Base Amount," as such term is defined in Section 280G of the Internal Revenue Code of 1986’s outstanding stock options, as amended (the "Code") (subject to any applicable payroll restricted stock, restricted stock units or other taxes and changes required to be withheld computed at the rate for supplemental payments), provided that in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times the Executive's Base Amount. The Executive's Base Amount equity awards with performance-based vesting shall be determined in accordance with temporary or final regulations promulgated the long-term incentive plan, and any other plans, pursuant to which such awards were granted and the applicable award agreement; (ix) continued coverage under Section 280G of the Code then in effect, if any. In the absence of such regulations, if the Executive were not employed any group health plan maintained by the Corporation (or any corporation or partnership affiliated with the Corporation (an "Affiliate") within the meaning of Section 1504 of the Code or a predecessor of the Corporation) during the entire five calendar years (the "Base Period") preceding the calendar year in which a Change in Control the Executive participated at the time of the Corporation occurred, the Executive's average annual compensation his termination for the purposes of such determination shall be the lesser of (i) the average of the Executive's annual compensation for the complete calendar years during the Base Period period during which the Executive was so employed or (ii) the average elects to receive continuation coverage under Section 4980B of the Executive's annual compensation for both complete and partial calendar years during the Base Period during which the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included in the Base Period. Compensation payable Code at an after-tax cost to the Executive by comparable to the Corporation cost that the Executive would have incurred for the same coverage had he remained employed during such period; and (x) a series of semi-monthly severance payments for twenty-four (24) months (the “Severance Period”), each in an amount equal to one-twenty fourth (1/24th) of the sum of (A) the Executive’s annual Base Compensation, as in effect on the date of termination, and (B) the Executive’s target annual cash bonus opportunity at the time of termination, to be paid in accordance with the Corporation’s normal payroll practices. Notwithstanding anything in the long-term incentive plan, and any other plans, pursuant to which any equity awards are granted, or any Affiliate or predecessor applicable equity award agreements to the contrary, the payments set forth in subsections (vi), (vii), (viii), (ix) and (x) are subject to (a) a waiver and general release of the Corporation shall include every type and form of compensation includible claims in the Executive's gross income in respect of the Executive's employment by the Corporation or any Affiliate or predecessor favor of the Corporation, including compensation income recognized as in a result form and manner satisfactory to the Corporation, that is executed by the Executive and which becomes irrevocable within sixty (60) days following the date of such termination, and (b) the Executive's exercise of stock options or sale of ’s compliance with the stock so acquired, except to the extent otherwise provided in temporary or final regulations promulgated under Section 280G of the Code. For purposes of this Section 3(b) a "change in control of the Corporation" shall have the meaning restrictive covenants set forth in Section 280G Sections 9 and 10 below during the Severance Period (the “Severance Requirement”). Notwithstanding anything in the 2016 Long-Term Incentive Plan, any other plans pursuant to which any equity awards are granted, or any applicable equity award agreements to the contrary, upon any violation of the Code Severance Requirement during the Severance Period, all post-employment compensation set forth in subsections (vi), (vii), (viii), (ix) and any temporary or final regulations promulgated thereunder, subject (x) above shall immediately stop and the Executive shall be obligated to return to the limitation stated in Section 3(c) below; and (i) Notwithstanding anything to the contrary contained herein, in the event that Corporation any portion of the aggregate payments and (ii) At the option of the Corporation, no payments shall be made pursuant to this Section 3 until the procedure described in this Section 3(c)(ii) is completed (the "Parachute Procedure"). If the Corporation elects to comply with such procedure, the Corporation shall cause its independent auditors to deliver post-employment compensation previously paid or otherwise provided to the Executive, within fifteen . The pro-rated bonus payable pursuant to subsection (15vi) days after the Date of Termination, a statement which shall indicate whether payment to the Executive of the Total Payments would cause any portion of the Total Payments not to be deductible in whole or part in the calculation of federal income tax by reason of section 280G of the Code, or would cause, directly or indirectly, an "excess parachute payment" to exist within the meaning of Section 280G of the Code. Such statement shall set forth the value, calculated paid in accordance with the principles provisions of Section 280G of 3(b) after the Code and any temporary Compensation Committee has approved bonuses payable for the year. All payments to be made or final regulations promulgated thereunder, of any non-cash benefits or any deferred or contingent payment or benefit payable settlements to occur pursuant to the terms of this Agreement or any other plan, arrangement or benefit, together with sufficient information to enable the Corporation to determine the payments that may subsection (vii) and (viii) (excluding stock options) shall be made to the Executive without resulting on the first business day following the date that is sixty (60) days following the date of such termination (except as otherwise expressly provided in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Codeapplicable award agreement). The Corporation warrants to payments set forth in subsection (x) shall commence on the Executive 60th day following the accuracy day of all information and calculations supplied to the Executive in such statementtermination. If such statement indicates that payment of the Total Payments would result in a loss of a deduction by reason of Section 280G of the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the Code, the Executive shall, within thirty (30) days after receipt of the statement, deliver to the Corporation a statement indicating which of the payments and benefits specified in such auditor's statement the Executive elects to receive; provided, however, that the payments and benefits selected by the Executive shall not result in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code and, provided, further, however, that if the Corporation does not comply with the Parachute Procedure, it shall deliver the All payments required by this Section 3 within fifteen to be made pursuant to subsections (15i), (ii), (iii), and (v) days after the Date of Termination. Delivery of the statement by the Executive to the Corporation shall - 10 - 11 constitute completion of the Parachute Procedure. (d) The Corporation shall contest any improper assessment of an excise or other tax imposed as a result of a determination that an "excess parachute payment" has been be made to the Executive within the meaning of Section 280G of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Code, then the Executive shall pay to the Corporation, upon demand, an amount not to exceed the sum of sixty (i60) the excess of the aggregate Total Payments over the aggregate Total Payments that would have been paid without any portion of such payment being deemed an "excess parachute payment" within the meaning of Section 280G of the Code and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate specified in Section 1274(d) of the Code from the date of receipt by the Executive of such excess until days following the date of such repaymenttermination and within any shorter time period required by law.

Payments Upon Termination. If within two Executive terminates his employment under this Agreement for any reason or if the Bank terminates Executive's employment under this Agreement for any reason, then, upon any such termination of Executive's employment, Executive shall receive from Flagstar: (2a) years after any unpaid Base Salary and Share Salary for any period ending on or before the date of termination of employment, including the Notice Period, (b) a Change in Control pro rata portion of the CorporationBonus Shares for any period ending on or before the date of termination of employment, including the Corporation Notice Period, (c) any unreimbursed business, relocation and legal expenses subject to reimbursement under Section 1.05, (d) vacation pay for accrued but unused vacation days through the date of termination, and (e) any benefits to which Executive may be entitled pursuant to the terms and conditions of this Agreement and any applicable Flagstar employee benefit plan, as accrued through the date of termination, which shall be paid on the first payroll date following Executive's termination of employment (or, for purposes of benefits under an employee benefit plan of the Company or a Subsidiary shall terminate the Bank, provided pursuant to the terms of the applicable employee benefit plan). In addition: (x) amounts payable under the Executive's employment other than by reason of LTIP shall be paid in accordance with its terms, (y) all unvested Bonus Shares shall immediately vest and (z) subject to the Executive's death(i) timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, Disabilityas amended (“COBRA”) with respect to Flagstar's group health insurance plans in which Executive participated immediately prior to the date of termination (“COBRA Continuation Coverage”), Retirement or and (ii) continued payment of premiums for Cause or if such plans at the active employee rate (excluding, for purposes of calculating cost, an employee's ability to pay premiums with pre-tax dollars), Flagstar shall provide COBRA Continuation Coverage for the Executive shall terminate and his employment for Good Reason then, in any such event, and subject in each case to Section 2(jeligible dependents until the earliest of (i) hereof, the Corporation or a Subsidiary will pay to the Executive or his eligible dependents, as compensation for services renderedthe case may be, beginning not later than the fifth business day ceasing to be eligible under COBRA, (ii) eighteen (18) months following completion of the "Parachute Procedure" (as hereinafter defined) if the Corporation elects to follow such procedure and not later than the fifteenth day after the Date of Termination otherwise: (a) the Executive's Salary through the Date of Termination, any existing fringe benefits and (including medical benefitsiii) and incentive compensation for the fiscal year in which the termination occurs in accordance with any arrangements then existing with the Executive becoming eligible for coverage under the health insurance plan of a subsequent employer (the benefits provided under this sub-section (z), the “Medical Continuation Benefits”). The Executive acknowledges and proportionate agrees that he shall be responsible in full for all taxes (including, to the period of the fiscal year which has expired prior extent applicable, interest and penalties) attributable to the termination; and (b) a lump sum severance payment equal to one (1) times amounts includable in the Executive's "Base Amount," as such term is defined in income by reason Section 280G 105(h) of the Internal Revenue Code of 1986, as amended (amended, arising out of or associated with the "Code") (subject to any applicable payroll or other taxes and changes required to be withheld computed at the rate for supplemental payments), provided that in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times the Executive's Base AmountMedical Continuation Benefits. The Executive's Base Amount Bank shall be determined in accordance with temporary or final regulations promulgated continue to pay to Executive his compensation and other benefits under Section 280G of the Code then in effect, if any. In the absence of such regulations, if the Executive were not employed by the Corporation (or any corporation or partnership affiliated with the Corporation (an "Affiliate") within the meaning of Section 1504 of the Code or a predecessor of the Corporation) during the entire five calendar years (the "Base Period") preceding the calendar year in which a Change in Control of the Corporation occurred, the Executive's average annual compensation for the purposes of such determination shall be the lesser of (i) the average of the Executive's annual compensation for the complete calendar years during the Base Period during which the Executive was so employed or (ii) the average of the Executive's annual compensation for both complete and partial calendar years during the Base Period during which the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included in the Base Period. Compensation payable to the Executive by the Corporation or any Affiliate or predecessor of the Corporation shall include every type and form of compensation includible in the Executive's gross income in respect of the Executive's employment by the Corporation or any Affiliate or predecessor of the Corporation, including compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired, except to the extent otherwise provided in temporary or final regulations promulgated under Section 280G of the Code. For purposes of this Section 3(b) a "change in control of the Corporation" shall have the meaning set forth in Section 280G of the Code and any temporary or final regulations promulgated thereunder, subject to the limitation stated in Section 3(c) below; and (i) Notwithstanding anything to the contrary contained herein, in the event that any portion of the aggregate payments and (ii) At the option of the Corporation, no payments shall be made pursuant to this Section 3 until the procedure described in this Section 3(c)(ii) is completed (the "Parachute Procedure"). If the Corporation elects to comply with such procedure, the Corporation shall cause its independent auditors to deliver to the Executive, within fifteen (15) days after the Date of Termination, a statement which shall indicate whether payment to the Executive of the Total Payments would cause any portion of the Total Payments not to be deductible in whole or part in the calculation of federal income tax by reason of section 280G of the Code, or would cause, directly or indirectly, an "excess parachute payment" to exist within the meaning of Section 280G of the Code. Such statement shall set forth the value, calculated in accordance with the principles of Section 280G of the Code and any temporary or final regulations promulgated thereunder, of any non-cash benefits or any deferred or contingent payment or benefit payable pursuant to the terms of this Agreement or any other plan, arrangement or benefit, together with sufficient information to enable the Corporation to determine the payments that may be made to the Executive without resulting in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code. The Corporation warrants to the Executive the accuracy of all information and calculations supplied to the Executive in such statement. If such statement indicates that payment of the Total Payments would result in a loss of a deduction by reason of Section 280G of the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the Code, the Executive shall, within thirty (30) days after receipt of the statement, deliver to the Corporation a statement indicating which of the payments and benefits specified in such auditor's statement the Executive elects to receive; provided, however, that the payments and benefits selected by the Executive shall not result in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code and, provided, further, however, that if the Corporation does not comply with the Parachute Procedure, it shall deliver the payments required by this Section 3 within fifteen (15) days after the Date of Termination. Delivery of the statement by the Executive to the Corporation shall - 10 - 11 constitute completion of the Parachute Procedure. (d) The Corporation shall contest any improper assessment of an excise or other tax imposed as a result of a determination that an "excess parachute payment" has been made to the Executive within the meaning of Section 280G of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Code, then the Executive shall pay to the Corporation, upon demand, an amount not to exceed the sum of (i) the excess of the aggregate Total Payments over the aggregate Total Payments that would have been paid without any portion of such payment being deemed an "excess parachute payment" within the meaning of Section 280G of the Code and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate specified in Section 1274(d) of the Code from through the date of receipt by the Executive termination of such excess until the date of such repaymentExecutive's employment.

Payments Upon Termination. If In the event that Executive delivers a Notice of Termination to Corporation and Bank (as defined in Section 5 of this Agreement), and the requirements of Section 5 hereof are otherwise satisfied, Executive shall be entitled to receive the compensation and benefits set forth below: Corporation and/or Bank shall pay Executive a lump sum amount within two thirty (230) years after a Change days following the date of Executive's termination, which shall be paid in Control of the Corporation, the Corporation or a Subsidiary shall terminate aggregate amount equal to and no greater than 1.0 times the Executive's employment other than by reason of the Executive's deathAnnual Base Salary, Disabilityminus applicable taxes and withholdings. In addition, Retirement or for Cause or if the Executive shall terminate his employment for Good Reason then, in any such event, and subject in each case to Section 2(j) hereof, the Corporation or a Subsidiary will pay to the Executive as compensation for services rendered, beginning not later than the fifth business day following completion of the "Parachute Procedure" (as hereinafter defined) if the Corporation elects to follow such procedure and not later than the fifteenth day after the Date of Termination otherwise: (a) the Executive's Salary through the Date of Termination, any existing fringe benefits (including medical benefits) and incentive compensation for the fiscal year in which the termination occurs in accordance with any arrangements then existing with the Executive and proportionate to the period of the fiscal year which has expired prior to the termination; and (b) a lump sum severance payment equal to one (1) times year from the Executive's "Base Amount," as date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Executive immediately prior to the Date of Change of Control, to the extent such term is defined in benefits remain available under the terms of any applicable contracts 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 dollar limitation under Section 280G 402(g)(1)(B) of the Internal Revenue Code of 1986, as amended amended, (the "Code") (subject to any applicable payroll or other taxes and changes required to be withheld computed at for the rate for supplemental payments), provided that in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times the Executive's Base Amount. The Executive's Base Amount shall be determined in accordance with temporary or final regulations promulgated under Section 280G of the Code then in effect, if any. In the absence of such regulations, if the Executive were not employed by the Corporation (or any corporation or partnership affiliated with the Corporation (an "Affiliate") within the meaning of Section 1504 of the Code or a predecessor of the Corporation) during the entire five calendar years (the "Base Period") preceding the calendar year in which a Change Executive terminates employment. However, in Control the event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Section 4999 of the 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 Corporation's independent auditors, Executive shall remit to Corporation occurredthe amount of the reduction, plus such interest, as may be necessary to avoid the Executive's average annual compensation for the purposes imposition of such determination shall be excise tax. Notwithstanding the lesser foregoing or any other provision of (i) this contract to the average contrary, if any portion of the Executive's annual compensation for the complete calendar years during the Base Period during which the Executive was so employed or (ii) the average of the Executive's annual compensation for both complete and partial calendar years during the Base Period during which the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included in the Base Period. Compensation amount herein payable to the Executive by the Corporation or any Affiliate or predecessor of the Corporation shall include every type and form of compensation includible in the Executive's gross income in respect of the Executive's employment by the Corporation or any Affiliate or predecessor of the Corporation, including compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired, except is determined to be non-deductible pursuant to the extent otherwise provided in temporary or final regulations promulgated under Section 280G of the Code. For purposes of this Section 3(b) a "change in control of the Corporation" shall have the meaning set forth in Section 280G of the Code and any temporary or final regulations promulgated thereunder, subject to the limitation stated in Section 3(c) below; and (i) Notwithstanding anything to the contrary contained herein, in the event that any portion of the aggregate payments and (ii) At the option of the Corporation, no payments shall be made pursuant to this Section 3 until the procedure described in this Section 3(c)(ii) is completed (the "Parachute Procedure"). If the Corporation elects to comply with such procedure, the Corporation shall cause its independent auditors be required only to deliver pay to Executive the Executive, within fifteen (15) days after the Date of Termination, a statement which shall indicate whether payment to the Executive of the Total Payments would cause any portion of the Total Payments not amount determined to be deductible in whole or part in the calculation of federal income tax by reason of section 280G of the Code, or would cause, directly or indirectly, an "excess parachute payment" to exist within the meaning of Section 280G of the Code. Such statement shall set forth the value, calculated in accordance with the principles of Section 280G of the Code and any temporary or final regulations promulgated thereunder, of any non-cash benefits or any deferred or contingent payment or benefit payable pursuant to the terms of this Agreement or any other plan, arrangement or benefit, together with sufficient information to enable the Corporation to determine the payments that may be made to the Executive without resulting in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code. The Corporation warrants to the Executive the accuracy of all information and calculations supplied to the Executive in such statement. If such statement indicates that payment of the Total Payments would result in a loss of a deduction by reason of Section 280G of the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the Code, the Executive shall, within thirty (30) days after receipt of the statement, deliver to the Corporation a statement indicating which of the payments and benefits specified in such auditor's statement the Executive elects to receive; provided, however, that the payments and benefits selected by the Executive shall not result in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code and, provided, further, however, that if the Corporation does not comply with the Parachute Procedure, it shall deliver the payments required by this Section 3 within fifteen (15) days after the Date of Termination. Delivery of the statement by the Executive to the Corporation shall - 10 - 11 constitute completion of the Parachute Procedure. (d) The Corporation shall contest any improper assessment of an excise or other tax imposed as a result of a determination that an "excess parachute payment" has been made to the Executive within the meaning of Section 280G of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Code, then the Executive shall pay to the Corporation, upon demand, an amount not to exceed the sum of (i) the excess of the aggregate Total Payments over the aggregate Total Payments that would have been paid without any portion of such payment being deemed an "excess parachute payment" within the meaning of Section 280G of the Code and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate specified in Section 1274(d) of the Code from the date of receipt by the Executive of such excess until the date of such repayment.280G.

Payments Upon Termination. a) If within two (2) years after a Change in Control of the Corporation, the Corporation or a Subsidiary shall terminate the Executive's employment other than by reason shall be terminated because of the Executive's Early Retirement, Normal Retirement, death, Disability, Retirement Disability or for Cause or if the Executive shall terminate his employment for Good Reason then, in any such event, and subject in each case to Section 2(j) hereofcause, the Corporation shall pay the Executive or a Subsidiary will pay his guardian or estate his full Annual Salary through the date of termination at the rate in effect at the time of termination and any other amounts owing to the Executive as compensation for services renderedat the date of termination. Further, beginning not later than the fifth business day following completion should termination occur because of the "Parachute Procedure" (as hereinafter defined) if Early Retirement, Normal Retirement, death, or Disability, the Corporation elects may elect to follow such procedure and not later than the fifteenth day after the Date of Termination otherwise: (a) pay the Executive's Salary through , or his guardian or estate, at the Date end of Termination, any existing fringe benefits (including medical benefits) and incentive compensation for the fiscal year in which the termination occurs in accordance with any arrangements then existing with occurred, a prorated award under the MICP, and also may elect to accelerate vesting of restricted stock, stock option and performance share awards to provide a full or prorated compensation opportunity for the retired or disabled Executive or the deceased Executive's guardian or estate. Notwithstanding the foregoing, the Corporation shall have no obligation to provide payments of benefits beyond what the Executive is entitled to under the terms and proportionate conditions of the various compensation and benefit plans and arrangements maintained by the Corporation. b) If (i) the Executive's employment is terminated by the Corporation other than for the reasons or circumstances set forth under Sections 10(a), (b) or (c) hereof or (ii) if the Executive terminates his employment within 90 days following the occurrence of any of the events constituting "good reason" as defined in Section 10(d), then the Corporation shall make a lump-sum cash payment to the Executive equal to one and one-half times his highest Annual Salary during the three-calendar-year period ending before the effective date of the termination. In such event the Corporation shall also maintain in full force and effect (and the Executive shall remain a participant in), for a minimum period of eighteen (18) months, all employee benefit plans and programs to which the fiscal year which has expired Executive was entitled prior to the date of termination; , including but not limited to, pension, profit-sharing, savings, supplemental retirement income, medical and health-and -accident plans and arrangements, but specifically excluding the ACCRP and the Performance Unit Plan (b) a lump sum severance payment equal to one (1) times the "PUP"), if the Executive's "Base Amount," continued participation is permitted under the general terms and conditions and rules and regulations of such plans and programs. In the event that the Executive's continued participation in any such plan or program is prohibited, the Executive shall be entitled to receive an amount equal to the annual contribution, payments, premiums, credits or allocations made by the Corporation to him, to his account or on his behalf under such plans and programs from which his continued participation is barred, except that if the Executive's participation in any health, medical, life insurance, or disability plan or program is barred, the Corporation shall use its best efforts to 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. In the event of a termination of the Executive's employment described in this Section 11(b), the termination will be deemed to have been a voluntary termination of employment with the consent of the Corporation for purposes of any stock option plan maintained by the Corporation. c) If termination occurs as such term is a result of expiration of the Agreement, the Executive will not be entitled to receive any severance payments or continuation of benefit coverages except as provided under law (COBRA). The Executive will be permitted to exercise vested stock options and grants as prescribed in the agreements covering those options and grants. d) If, within the period beginning on the date of the Change of Control (as defined in Section 280G of 14(g)) and ending on the Internal Revenue Code of 1986, as amended date that is twenty-four (24) months following the "Code") (subject to any applicable payroll or other taxes and changes required to be withheld computed at the rate for supplemental payments), provided that in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times the Executive's Base Amount. The Executive's Base Amount shall be determined in accordance with temporary or final regulations promulgated under Section 280G of the Code then in effect, if any. In the absence of such regulations, if the Executive were not employed by the Corporation (or any corporation or partnership affiliated with the Corporation (an "Affiliate") within the meaning of Section 1504 of the Code or a predecessor of the Corporation) during the entire five calendar years (the "Base Period") preceding the calendar year in which a Change in Control of the Corporation occurred, the Executive's average annual compensation for the purposes of such determination shall be the lesser later of (i) the average date of the Executive's annual compensation for Change of Control or (ii) in the complete calendar years during case of a Change of Control described in Sections 14(c) or (d), the Base Period during date on which the transaction resulting in the Change of Control was consummated, (i) the Executive was so employed terminates his employment within ninety (90) days following the occurrence of any of the events constituting "good reason" as described in Section 10(d) or (ii) the average Executive terminates employment for any reason during the thirty (30)-day period beginning on the later of (A) the date that is twelve (12) months following the date of the Change of Control (as defined in Section 14(g)) or (B) in the case of a Change of Control described in Sections 14(c) or (d), the date that is twelve (12) months following the date on which the transaction resulting in the Change of Control is consummated, then the Corporation shall (i) make a lump-sum payment to the Executive equal to two and one-half times the sum of (A) his highest Annual Salary during the three-calendar-year period ending before the effective date of the termination and (B) an amount equal to the highest annual MICP award earned during the three-complete-plan-year period ending before the effective date of the termination; (ii) maintain benefit coverages for the Executive as specified in Section 11(b) (such coverages shall, however, include the PUP and the ACCRP) for a period of twenty-four (24) months; (iii) release its collateral assignment under the Split Dollar Agreement with Executive without reimbursement of premiums paid for that policy; and (iv) provide to the Executive outplacement and career counseling services as may be requested by the Executive, provided that the costs of such services may not exceed 15% of the Executive's annual compensation for both complete and partial calendar years highest Annual Salary during the Base Period during which three-calendar-year period ending before the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average effective date of the Executive's total compensation for termination. Further, notwithstanding the Base Period during which the Executive was so employedterms of any restricted stock, determined by dividing such total compensation by the number of whole and fractional years included in the Base Period. Compensation payable to the Executive by the Corporation stock option and/or performance share award or any Affiliate or predecessor of the Corporation shall include every type and form of compensation includible in the Executive's gross income in respect of the Executive's employment by the Corporation or any Affiliate or predecessor of the Corporation, including compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired, except to the extent otherwise provided in temporary or final regulations promulgated under Section 280G of the Code. For purposes of this Section 3(b) a "change in control of the Corporation" shall have the meaning set forth in Section 280G of the Code and any temporary or final regulations promulgated thereunder, subject to the limitation stated in Section 3(c) below; and (i) Notwithstanding anything to the contrary contained herein, in the event that any portion of the aggregate payments and (ii) At the option of the Corporation, no payments shall be grant made pursuant to this Section 3 until the procedure described in this Section 3(c)(ii) is completed (the "Parachute Procedure"). If the Corporation elects to comply with such procedure, the Corporation shall cause its independent auditors to deliver to the Executive, within fifteen (15) days after the Date of Termination, a statement which shall indicate whether payment to such award or grant will become fully vested and the Executive of the Total Payments would cause any portion of the Total Payments not to be deductible in whole or part in the calculation of federal income tax by reason of section 280G of the Code, or would cause, directly or indirectly, an "excess parachute payment" to exist within the meaning of Section 280G of the Code. Such statement shall set forth the value, calculated in accordance with the principles of Section 280G of the Code and any temporary or final regulations promulgated thereunder, of any nonwill have a six-cash benefits or any deferred or contingent payment or benefit payable pursuant to the terms of this Agreement or any other plan, arrangement or benefit, together with sufficient information to enable the Corporation to determine the payments that may be made to the Executive without resulting in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code. The Corporation warrants to the Executive the accuracy of all information and calculations supplied to the Executive in such statement. If such statement indicates that payment of the Total Payments would result in a loss of a deduction by reason of Section 280G of the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the Code, the Executive shall, within thirty (30) days after receipt of the statement, deliver to the Corporation a statement indicating which of the payments and benefits specified in such auditor's statement the Executive elects to receive; provided, however, that the payments and benefits selected by the Executive shall not result in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code and, provided, further, however, that if the Corporation does not comply with the Parachute Procedure, it shall deliver the payments required by this Section 3 within fifteen (15) days after the Date of Termination. Delivery of the statement by the Executive to the Corporation shall - 10 - 11 constitute completion of the Parachute Procedure. (d) The Corporation shall contest any improper assessment of an excise or other tax imposed as a result of a determination that an "excess parachute payment" has been made to the Executive within the meaning of Section 280G of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Code, then the Executive shall pay to the Corporation, upon demand, an amount not to exceed the sum of (i) the excess of the aggregate Total Payments over the aggregate Total Payments that would have been paid without any portion of such payment being deemed an "excess parachute payment" within the meaning of Section 280G of the Code and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate specified in Section 1274(d) of the Code month period from the date of receipt by the Executive of such excess until the date of such repaymenttermination in which to exercise available stock options.

Payments Upon Termination. If within two (2) years after a Change in Control of the Corporation, the Corporation or a Subsidiary shall terminate the Executive's employment other than by reason of the Executive's death, Disability, Retirement or for Cause or if the Executive shall terminate his employment for Good Reason then, in any such event, and subject in each case to Section 2(j) hereof, the Corporation or a Subsidiary will pay to the Executive as compensation for services rendered, beginning not later than the fifth business day following completion of the "Parachute Procedure" (as hereinafter defined) if the Corporation elects to follow such procedure and not later than the fifteenth day after the Date of Termination otherwise: (a) the The Company recognizes that because of Executive's Salary through special talents, stature and opportunities in the Date restaurant industry, and because of Terminationthe special creative nature of and compensation practices of said industry and the material impact that individual projects can have on the operations of a company such as the Company, any existing fringe benefits in the event of termination of this Agreement by the Company hereunder (including medical benefits) except under Section 11), or in the event of termination by Executive under Section 13(a), before the end of the agreed term, the Company acknowledges and incentive compensation agrees that the provisions of this Agreement regarding further payments of Base Salary, Incentive Bonuses and the exercisability of stock options constitute fair and reasonable provisions for the fiscal year in which consequences of such termination, do not constitute a penalty, and such payments and benefits shall not be limited or reduced by amounts Executive might earn or be able to earn from any other employment or ventures during the termination occurs in accordance with any arrangements then existing with the Executive and proportionate to the period remainder of the fiscal year which has expired prior to the termination; andagreed term of this Agreement. (b) a lump sum severance payment equal If any benefit received by Executive upon the termination of this Agreement is determined by the Internal Revenue Service to one (1) times the Executive's "Base Amount," as such term is defined in be subject to tax under Section 280G 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (subject to any applicable payroll or other taxes and changes required to be withheld computed at the rate for supplemental payments), provided that in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times the Executive's Base Amount. The Executive's Base Amount shall be determined in accordance with temporary or final regulations promulgated under Section 280G of the Code then in effect, if any. In the absence of such regulations, if the Executive were not employed by the Corporation (or any corporation or partnership affiliated with the Corporation (an "Affiliate") within the meaning of Section 1504 of the Code or a predecessor of the Corporation) during the entire five calendar years (the "Base Period") preceding the calendar year in which a Change in Control of the Corporation occurred, the Executive's average annual compensation for the purposes of such determination shall be the lesser of (i) the average of the Executive's annual compensation for the complete calendar years during the Base Period during which the Executive was so employed or (ii) the average of the Executive's annual compensation for both complete and partial calendar years during the Base Period during which the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included in the Base Period. Compensation payable to the Executive by the Corporation or any Affiliate or predecessor of the Corporation shall include every type and form of compensation includible in the Executive's gross income in respect of the Executive's employment by the Corporation or any Affiliate or predecessor of the Corporation, including compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired, except to the extent otherwise provided in temporary or final regulations promulgated under Section 280G of the Code. For purposes of this Section 3(b) a "change in control of the Corporation" shall have the meaning set forth in Section 280G of the Code and any temporary or final regulations promulgated thereunder, subject to the limitation stated in Section 3(c) below; and (i) Notwithstanding anything to the contrary contained herein, in the event that any portion of the aggregate payments and (ii) At the option of the Corporation, no payments shall be made pursuant to this Section 3 until the procedure described in this Section 3(c)(ii) is completed (the "Parachute Procedure"). If the Corporation elects to comply with such procedure, the Corporation shall cause its independent auditors to deliver to the Executive, within fifteen (15) days after the Date of Termination, a statement which shall indicate whether payment to the Executive of the Total Payments would cause any portion of the Total Payments not to be deductible in whole or part in the calculation of federal income tax by reason of section 280G of the Code, or would cause, directly or indirectly, an "excess parachute payment" "), the Company shall, as soon as reasonably practicable, pay Executive an additional cash amount sufficient to exist within ensure that Executive receives the meaning of same net after-tax benefit (taking into account all federal, state and local income and other taxes) that Executive would have received had no tax under Section 280G of the Code4999 (or any similar or comparable federal, state or local tax) been imposed. Such statement shall set forth the value, calculated in accordance with the principles of Section 280G of the Code and any temporary or final regulations promulgated thereunder, The amount of any non-such additional cash benefits or any deferred or contingent payment or benefit payable pursuant shall promptly be determined by the Company's independent accounting firm and written notice thereof, along with a schedule detailing such accounting firm's calculations, shall be furnished to the terms of this Agreement or any other plan, arrangement or benefit, together with sufficient information to enable the Corporation to determine the payments that may be made to the Executive without resulting in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning ten (10) days of Section 280G of the Code. The Corporation warrants to the Executive the accuracy of all information and calculations supplied to the Executive in such statementdetermination. If Executive objects to such statement indicates that payment of the Total Payments would result in a loss of a deduction by reason of Section 280G of the Code or would cause an "excess parachute payment" to exist determination within the meaning of Section 280G of the Code, the Executive shall, within thirty ten (3010) days after of his receipt of same, then Executive and the statement, deliver Company shall promptly agree on a secondary accounting firm to the Corporation a statement indicating which of the payments and benefits specified in such auditor's statement the Executive elects to receive; provided, however, that the payments and benefits selected by the Executive shall not result in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code and, provided, further, however, that if the Corporation does not comply with the Parachute Procedure, it shall deliver the payments required by this Section 3 within fifteen (15) days after the Date of Termination. Delivery of the statement by the Executive to the Corporation shall - 10 - 11 constitute completion of the Parachute Procedure. (d) The Corporation shall contest any improper assessment of an excise or other tax imposed as a result of a determination that an "excess parachute payment" has been made to the Executive within the meaning of Section 280G of the Code. If it is established pursuant to make a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Code, then the Executive shall pay to the Corporation, upon demand, an amount not to exceed the sum of (i) the excess of the aggregate Total Payments over the aggregate Total Payments that would have been paid without any portion of such payment being deemed an "excess parachute additional cash payment" within , with the meaning costs of Section 280G of the Code and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate specified in Section 1274(d) of the Code from the date of receipt such accounting firm to be paid by the Executive of such excess until the date of such repaymentnon-prevailing party.

Payments Upon Termination. (a) If, during the term of this Agreement, Executive’s employment is terminated for any reason, Executive shall receive the following (“Standard Pay”): (i) the portion of Executive’s then current Annual Base Salary accrued through Executive’s date of termination (pro-rated if applicable); (ii) any vested (as determined by Parent’s compensation committee with respect to performance-vested awards and at the date of vesting with respect to time-vested awards) bonus payments, stock options or restricted stock to which Executive is entitled as of the date of termination pursuant to this Agreement or any plan in which Executive 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 (including, without limitation, performance criteria) which has not been satisfied; and (iii) any payments for reimbursement of expenses, which are due, accrued or payable as of the date of Executive’s termination in accordance with the Company’s expense reimbursement policy. (b) If within two Executive has been employed by any member of the Company Group for three (23) or more years after prior to Executive’s termination (including time employed by any entity that any member of the Company Group has acquired by virtue of an asset purchase, equity purchase, merger, or other business combination) and Executive’s employment is terminated by the Company without Cause, at any time other than between execution of a definitive agreement in contemplation of a Change in Control (as defined below) and continuing through twenty-four (24) months following a Change in Control, and other than as a result of Executive’s death or Disability, then the CorporationCompany shall pay to Executive, in addition to the Standard Pay, the Corporation or following payments (the “Continuation Severance Payments”), subject to Section 5 below: (i) Executive’s then-current Annual Base Salary for a Subsidiary shall terminate the Executive's employment other than by reason of the Executive's death, Disability, Retirement or for Cause or if the Executive shall terminate his employment for Good Reason then___________ period, in the form of salary continuation payments, plus (ii) any management incentive cash bonus payment that Parent’s compensation committee determined was attained under the terms of such event, cash bonus plan (and subject in each case would have been paid to Section 2(j) hereof, the Corporation or a Subsidiary will pay to the Executive as compensation for services rendered, beginning not later than the fifth business day following completion of the "Parachute Procedure" (as hereinafter defined) if the Corporation elects to follow such procedure and not later than the fifteenth day after the Date of Termination otherwise: (a) the Executive's Salary through the Date of Termination, any existing fringe benefits (including medical benefits) and incentive compensation for the fiscal year in which Executive’s employment is terminated) except (A) such cash bonus payment, if any, shall be prorated through Executive’s date of separation, and (B) any performance criteria applicable to such cash bonus will be deemed to have been achieved at the termination occurs “target” level set forth in such cash bonus plan (regardless of the level actually attained), all of which shall be payable periodically in accordance with any arrangements then existing with the Company’s normal payroll procedures, practices and policies. Additionally, the Company will pay the premiums for coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for Executive and proportionate Executive’s eligible dependents, if any, at the rates and eligibility then in effect, subject to any subsequent changes in rates that are generally applicable to the Company’s active employees (the “COBRA Coverage”), until the earliest of (A) a period of ___________ from the fiscal year date of Executive’s termination of employment, (B) the date upon which Executive (and Executive’s eligible dependents, as applicable) becomes covered under similar plans, or (C) the date upon which Executive ceases to be eligible for coverage under COBRA. Executive’s receipt of COBRA Coverage is subject to Executive electing COBRA continuation coverage within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, if any. Alternatively, if Executive has expired prior to been employed by any member of the termination; and Company Group for less than three (b3) a lump sum severance payment equal to years but more than one (1) year prior to Executive’s termination (including time employed by any entity that any member of the Company Group has acquired by virtue of an asset purchase, equity purchase, merger, or other business combination) and Executive’s employment is terminated by the Company without Cause, at any time other than between execution of a definitive agreement in contemplation of a Change in Control and continuing through twenty-four (24) months following a Change in Control, and other than as a result of Executive’s death or Disability, then the Company shall (x) pay to Executive, in addition to the Standard Pay, one half (1/2) of the Continuation Severance Payments set forth above, and (y) pay for Executive’s COBRA Coverage until the earliest of (A) a period of ___________ months from the date of Executive’s termination of employment, (B) the date upon which Executive (and Executive’s eligible dependents, as applicable) becomes covered under similar plans, or (C) the date upon which Executive ceases to be eligible for coverage under COBRA, provided, however, that in no event will Company provide less COBRA Coverage than Executive is legally entitled to under applicable law. (c) If Executive has been employed by any member of the Company Group for three (3) or more years prior to Executive’s termination (including time employed by any entity that any member of the Company Group has acquired by virtue of an asset purchase, equity purchase, merger, or other business combination) and either (i) a Constructive Termination of Executive occurs while Executive remains employed by the Company or its successor, or (ii) if Executive’s employment is terminated by the Company without Cause, in each case, between execution of a definitive agreement in contemplation of a Change in Control and continuing through twenty-four (24) months following a Change in Control, then the Company shall pay to Executive, in addition to the Standard Pay, the following amounts (the “CIC Severance Payments”) (the Continuation Severance Payments and the CIC Severance Payments, each individually a “Severance Payment” and together, the “Severance Payments”), subject to Section 5 below: a lump sum amount equal to: (i) ___________times the sum of Executive's "’s Annual Base Amount," Salary, plus (ii) any management incentive cash bonus payment that Executive would have been eligible for in the year in which Executive’s employment is terminated (regardless of whether or not the criteria for such cash bonus payment was actually met), provided that any performance criteria applicable to such cash bonus will be deemed to have been achieved at the “target” level (regardless of the level actually attained or whether or not any level was actually attained). Additionally, the Company will pay for Executive’s COBRA Coverage until the earliest of (A) a period of ___________ months from the date of Executive’s termination of employment, (B) the date upon which Executive (and Executive’s eligible dependents, as applicable) becomes covered under similar plans, or (C) the date upon which Executive ceases to be eligible for coverage under COBRA. Executive’s receipt of COBRA Coverage is subject to Executive electing COBRA continuation coverage within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, if any. Alternatively, if Executive has been employed by any member of the Company Group for less than three (3) years but more than one (1) year prior to Executive’s termination (including time employed by any entity that any member of the Company Group has acquired by virtue of an asset purchase, equity purchase, merger, or other business combination) and either (i) a Constructive Termination of Executive occurs while Executive remains employed by the Company or its successor, or (ii) if Executive’s employment is terminated by the Company without Cause, in each case, between execution of a definitive agreement in contemplation of a Change in Control and continuing through twenty-four (24) months following a Change in Control, then the Company shall (x) pay to Executive, in addition to the Standard Pay, one half (1/2) of the CIC Severance Payments set forth above, and (y) pay for Executive’s COBRA Coverage until the earliest of (A) a period of ___________ months from the date of Executive’s termination of employment, (B) the date upon which Executive (and Executive’s eligible dependents, as applicable) becomes covered under similar plans, or (C) the date upon which Executive ceases to be eligible for coverage under COBRA, provided, however, that in no event will Company provide less COBRA Coverage than Executive is legally entitled to under applicable law. For the avoidance of doubt, and notwithstanding anything contained herein to the contrary, if Executive receives CIC Severance Payments (or any portion thereof) under this Section 4.2(c), then Executive shall not receive any Continuation Severance Payments (or any portion thereof) under Section 4.2(b) above. (d) For the avoidance of doubt, a termination of Executive due to Executive’s death or Disability shall not be deemed a termination of Executive without Cause, and in such term is defined in event Executive will only be entitled to receive the Standard Pay. (e) The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 280G 409A of the Internal Revenue Code of 1986, as amended 1986 (the "“Code"”) and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any applicable payroll or other taxes and changes required to ambiguities in this Agreement will be withheld computed at the rate for supplemental payments), provided that in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times the Executive's Base Amount. The Executive's Base Amount shall be determined interpreted in accordance with temporary this intent. No payment or final regulations promulgated benefits to be paid to Executive (including settlement of Company equity awards that constitute deferred compensation under Section 280G of the Code then in effect409A), if any. In , under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the absence of such regulations, if the “Deferred Payments”) will be paid or otherwise provided until Executive were not employed by the Corporation (or any corporation or partnership affiliated with the Corporation (an "Affiliate") has a “separation from service” within the meaning of Section 1504 409A. If, at the time of the Code or Executive’s termination of employment, Executive is a predecessor of the Corporation) during the entire five calendar years (the "Base Period") preceding the calendar year in which a Change in Control of the Corporation occurred, the Executive's average annual compensation for the purposes of such determination shall be the lesser of (i) the average of the Executive's annual compensation for the complete calendar years during the Base Period during which the Executive was so employed or (ii) the average of the Executive's annual compensation for both complete and partial calendar years during the Base Period during which the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included in the Base Period. Compensation payable to the Executive by the Corporation or any Affiliate or predecessor of the Corporation shall include every type and form of compensation includible in the Executive's gross income in respect of the Executive's employment by the Corporation or any Affiliate or predecessor of the Corporation, including compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired, except to the extent otherwise provided in temporary or final regulations promulgated under Section 280G of the Code. For purposes of this Section 3(b) a "change in control of the Corporation" shall have the meaning set forth in Section 280G of the Code and any temporary or final regulations promulgated thereunder, subject to the limitation stated in Section 3(c) below; and (i) Notwithstanding anything to the contrary contained herein, in the event that any portion of the aggregate payments and (ii) At the option of the Corporation, no payments shall be made pursuant to this Section 3 until the procedure described in this Section 3(c)(ii) is completed (the "Parachute Procedure"). If the Corporation elects to comply with such procedure, the Corporation shall cause its independent auditors to deliver to the Executive, within fifteen (15) days after the Date of Termination, a statement which shall indicate whether payment to the Executive of the Total Payments would cause any portion of the Total Payments not to be deductible in whole or part in the calculation of federal income tax by reason of section 280G of the Code, or would cause, directly or indirectly, an "excess parachute payment" to exist “specified employee” within the meaning of Section 280G 409A, then the payment of the Code. Such statement shall set forth Deferred Payments will be delayed to the value, calculated in accordance with extent necessary to avoid the principles of Section 280G imposition of the Code additional tax imposed under Section 409A, which generally means that Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and any temporary or final regulations promulgated thereunder, 1 day following Executive’s termination of any non-cash benefits or any deferred or contingent payment or benefit payable pursuant employment. The Company reserves the right to the terms of amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of Executive or any other planindividual, arrangement to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or benefitto otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, together with sufficient information installment, and benefit payable under this Agreement is intended to enable constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will the Corporation to determine Company or any member of the payments Company Group reimburse, indemnify, or hold harmless Executive for any taxes, penalties and interest that may be made to the Executive without resulting in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code. The Corporation warrants to the Executive the accuracy of all information and calculations supplied to the Executive in such statement. If such statement indicates that payment of the Total Payments would result in a loss of a deduction by reason of Section 280G of the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the Codeimposed, the Executive shall, within thirty (30) days after receipt of the statement, deliver to the Corporation a statement indicating which of the payments and benefits specified in such auditor's statement the Executive elects to receive; provided, however, that the payments and benefits selected by the Executive shall not result in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code and, provided, further, however, that if the Corporation does not comply with the Parachute Procedure, it shall deliver the payments required by this Section 3 within fifteen (15) days after the Date of Termination. Delivery of the statement by the Executive to the Corporation shall - 10 - 11 constitute completion of the Parachute Procedure. (d) The Corporation shall contest any improper assessment of an excise or other tax imposed costs that may be incurred, as a result of a determination that an "excess parachute payment" has been made to the Executive within the meaning of Section 280G of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Code, then the Executive shall pay to the Corporation, upon demand, an amount not to exceed the sum of (i) the excess of the aggregate Total Payments over the aggregate Total Payments that would have been paid without any portion of such payment being deemed an "excess parachute payment" within the meaning of Section 280G of the Code and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate specified in Section 1274(d) of the Code from the date of receipt by the Executive of such excess until the date of such repayment.409A.

Payments Upon Termination. If within two (2) years after a Change in Control In the event of the Corporationtermination of this Agreement and the Executive’s employment hereunder, the Corporation Executive shall receive the amounts and benefits set forth below so long as the Executive (or a Subsidiary shall terminate the Executive's employment other than by reason ’s estate or beneficiaries in the case of the death of the Executive's death, Disability, Retirement or for Cause or if ) (x) executes a separation agreement and general release and waiver of all claims in a form reasonably satisfactory to the Company (the “Release”) and the applicable revocation period with respect to such Release expires without the Executive shall terminate his employment for Good Reason then, in any such event, and subject in each case to Section 2(j) hereof, the Corporation or a Subsidiary will pay to the Executive as compensation for services rendered, beginning not later than the fifth business day following completion of the "Parachute Procedure" (as hereinafter defined) if the Corporation elects to follow such procedure and not later than the fifteenth day after the Date of Termination otherwise: (a) the Executive's Salary through the Date of Termination, any existing fringe benefits (including medical benefits) and incentive compensation for the fiscal year in which the termination occurs in accordance with any arrangements then existing with the Executive and proportionate to the period of the fiscal year which has expired prior to the termination; and (b) a lump sum severance payment equal to one (1) times the Executive's "Base Amount," as such term is defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") (subject to any applicable payroll or other taxes and changes required to be withheld computed at the rate for supplemental payments), provided that in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times the Executive's Base Amount. The Executive's Base Amount shall be determined in accordance with temporary or final regulations promulgated under Section 280G of the Code then in effect, if any. In the absence of such regulations, if the Executive were not employed by the Corporation (or any corporation or partnership affiliated with the Corporation (an "Affiliate") within the meaning of Section 1504 of the Code or a predecessor of the Corporation) during the entire five calendar years (the "Base Period") preceding the calendar year in which a Change in Control of the Corporation occurred, the Executive's average annual compensation for the purposes of such determination shall be the lesser of (i) the average of the Executive's annual compensation for the complete calendar years during the Base Period during which the Executive was so employed or (ii) the average of the Executive's annual compensation for both complete and partial calendar years during the Base Period during which the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included in the Base Period. Compensation payable to the Executive by the Corporation or any Affiliate or predecessor of the Corporation shall include every type and form of compensation includible in the Executive's gross income in respect of the Executive's employment by the Corporation or any Affiliate or predecessor of the Corporation, including compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired, except to the extent otherwise provided in temporary or final regulations promulgated under Section 280G of the Code. For purposes of this Section 3(b) a "change in control of the Corporation" shall have the meaning set forth in Section 280G of the Code and any temporary or final regulations promulgated thereunder, subject to the limitation stated in Section 3(c) below; and (i) Notwithstanding anything to the contrary contained herein, in the event that having revoked any portion of the aggregate payments and (ii) At the option of the CorporationRelease, no payments shall be made pursuant to this Section 3 until the procedure described in this Section 3(c)(ii) is completed (the "Parachute Procedure"). If the Corporation elects to comply with such procedure, the Corporation shall cause its independent auditors to deliver to the Executive, within fifteen (15) days after the Date of Termination, a statement which shall indicate whether payment to the Executive of the Total Payments would cause any portion of the Total Payments not to be deductible in whole or part in the calculation of federal income tax by reason of section 280G of the Code, or would cause, directly or indirectly, an "excess parachute payment" to exist within the meaning of Section 280G of the Code. Such statement shall set forth the value, calculated in accordance with the principles of Section 280G of the Code and any temporary or final regulations promulgated thereunder, of any non-cash benefits or any deferred or contingent payment or benefit payable pursuant to the terms of this Agreement or any other plan, arrangement or benefit, together with sufficient information to enable the Corporation to determine the payments that may be made to the Executive without resulting in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code. The Corporation warrants to the Executive the accuracy of all information and calculations supplied to the Executive in such statement. If such statement indicates that payment of the Total Payments would result in a loss of a deduction by reason of Section 280G of the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the Code, the Executive shall, each case within thirty (30) days after receipt following the date of termination, and (y) does not breach any of the statementrestrictive covenants in this Agreement (collectively, deliver “Restrictive Covenants”). Subject to the Corporation a statement indicating which foregoing, any payments to be made in accordance with this Section 12 will commence on the first payroll date following the end of the payments 30-day period described in the preceding sentence. (a) Upon termination of this Agreement and benefits specified in such auditor's statement Executive’s employment hereunder pursuant to Section 11(a) hereof, the Executive elects (or the Executive’s estate or beneficiaries in the case of the death of the Executive) (i) shall be entitled to receive; provided(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), however(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, (C) a pro rata bonus payment under the Bonus Plan for the year of termination, if applicable, determined by multiplying (I) the bonus payment that the payments 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, (D) treatment of the Executive’s stock option grants in accordance with the terms of the applicable plan and award agreement, provided that the portion of the Executive’s options that were exercisable as of the Effective Date, and the portion of the Executive’s options 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 (E) if Executive is eligible for and elects continuation benefits selected under COBRA, the Company will pay the employer portion of the COBRA coverage premium for the continuation of the same level of Executive’s medical and dental insurance benefits for the shorter of (x) the 12-month period following the date of termination, or (y) the time at which Executive becomes eligible for medical and dental benefits through another employer, which eligibility must immediately be disclosed by Executive to the Company, 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 shall not result in a loss of deduction under other than for Good Reason pursuant to Section 280G 11(e) hereof, treatment of the Code or an "excess parachute payment" to Executive’s stock option grants in accordance with the Executive within the meaning of Section 280G terms of the Code andapplicable plan and award agreement, provided, further, however, provided that if the Corporation does not comply with the Parachute Procedure, it shall deliver the payments required by this Section 3 within fifteen Executive’s options (15or a portion thereof) days after the Date of Termination. Delivery that were exercisable as of the statement 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 pursuant to Section 11(c) hereof, or (y) by the Executive for Good Reason 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 earned and accrued under this Agreement prior to the Corporation shall - 10 - 11 constitute completion 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 bonus 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 employment 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 for the twelve (12) month period following the date of termination, (E) treatment of Executive’s option grants in accordance with the terms of the Parachute Procedureapplicable plan and award agreement, provided that the portion of the Executive’s options that were exercisable as of the date of termination, and the portion of the Executive’s options 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 (F) if Executive is eligible for and elects continuation benefits under COBRA, the Company will pay the employer portion of the COBRA coverage premium for the continuation of the same level of Executive’s medical and dental insurance benefits for the shorter of (x) the twelve (12) month period following the date of termination, or (y) the time at which Executive becomes eligible for medical and dental benefits through another employer, which eligibility must immediately be disclosed by Executive to the Company, and (ii) shall have no further rights to any other compensation or benefits hereunder, or any other rights hereunder. (d) The Corporation shall contest any improper assessment of an excise or other tax imposed as a result Upon the occurrence of a determination that an "excess parachute payment" has been made Change in Control as defined Section 11(f) hereof, and Executive’s termination of employment without cause, or the material diminution of Executive’s authority, in either case within the six (6) month period immediately subsequent to the Executive within the meaning of Section 280G occurrence of the Code. If it is established pursuant Change of Control, in addition to any other rights provided for herein upon a final determination Change of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact existControl, within the meaning of Section 280G of the Code, then the Executive shall pay to the Corporation, upon demand, an amount not to exceed the sum of (i) shall be entitled to (A) receive any unpaid Base Salary and other benefits earned and accrued under this Agreement prior to the excess 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 bonus 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 employment 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 for the 12-month period following the date of termination, and (E) if Executive is eligible for and elects continuation benefits under COBRA, the Company will pay the employer portion of the aggregate Total Payments over COBRA coverage premium for the aggregate Total Payments that would have been paid without any portion of such payment being deemed an "excess parachute payment" within the meaning of Section 280G continuation of the Code same level of Executive’s medical and dental insurance benefits for the shorter of (x) the 12-month period following the date of termination, or (y) the time at which Executive becomes eligible for medical and dental benefits through another employer, which eligibility must immediately be disclosed by Executive to the Company, and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate specified in Section 1274(d) of the Code from the date of receipt by the Executive of such excess until the date of such repaymentshall have no further rights to any other compensation or benefits hereunder, or any other rights hereunder.

Payments Upon Termination. If (i) In the event that the Executive’s employment terminates for any reason, the Company shall pay to the Executive all amounts accrued but unpaid hereunder through the date of termination in respect of Salary, any unpaid Bonus in respect to any completed fiscal year which has ended prior to the date of termination, accrued but unused vacation and any unreimbursed expenses. Amounts owed by the Company in respect of the payments under Section 6(e)(i) hereof or reimbursement for expenses under the provisions of Section 5 hereof shall be paid within five (5) business days of any termination , except amounts payable with respect to unpaid Bonus, which shall be paid at such time bonus amounts are paid to other senior executives. (ii) In the event that prior to a Change in Control, 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), in addition to the amounts specified in subsection (i) above, (A) the Executive shall be entitled to an amount equal to twelve (12) months Salary (less any applicable withholding or similar taxes) at the rate in effect hereunder on the date of such termination, such amount to be payable in substantially equal monthly installments from the date of such termination through the date two months from end of the Company’s fiscal year following the year of such termination (the “Severance Term”); (B the Company shall pay the Executive an aggregate amount equal to one times the Bonus payable or paid to the Executive in respect of the completed fiscal year which has ended prior to the date of termination, payable in substantially equal monthly installments during the Severance Term; (C) a lump-sum payment equal to twelve (12) times the monthly cost of health continuation coverage for the Executive and his dependents, as provided under COBRA and as determined on the date of termination, whether or not the Executive elects such COBRA coverage; and (D) all outstanding options then held by the Executive shall immediately vest as to the number of covered shares which would otherwise have vested during the Severance Term, assuming no termination of employment had occurred. Payment of any amounts pursuant to this Section 6(e) shall be expressly conditioned upon the Executive’s execution of a general waiver and release of claims against the Company and its officers, directors, agents, and affiliates. (iii) In the event that in connection with or following a Change in Control, 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), in lieu of amounts payable and benefits provided to the Executive pursuant to subsection (ii) above, the Executive shall be entitled to receive (A) a lump-sum cash payment equal to two (2) years after times (x) the Executive’s then-current Salary and (y) the Bonus payable or paid to the Executive in respect of the completed fiscal year which has ended prior to the date of termination; (B) a lump-sum payment equal to twenty four (24) times the monthly cost of health continuation coverage for the Executive and his dependents, as provided under COBRA and as determined on the date of termination, whether or not the Executive elects such COBRA coverage; and (C) all outstanding options then held by the Executive shall immediately vest and be fully exercisable as of the date of such termination. For purposes of this Agreement, the term “Change in Control” shall have the same meaning as “Change in Control of the Corporation, Company” as provided in the Corporation or a Subsidiary shall terminate the Executive's employment other than by reason of the Executive's death, Disability, Retirement or for Cause or if the Executive shall terminate his employment for Good Reason then, in any such event, and subject in each case to Section 2(j) hereof, the Corporation or a Subsidiary will pay to the Executive as compensation for services rendered, beginning not later than the fifth business day following completion of the "Parachute Procedure" (as hereinafter defined) if the Corporation elects to follow such procedure and not later than the fifteenth day after the Date of Termination otherwise: (a) the Executive's Salary through the Date of Termination, any existing fringe benefits (including medical benefits) and incentive compensation for the fiscal year in which the termination occurs in accordance with any arrangements then existing with the Executive and proportionate to the period of the fiscal year which has expired prior to the termination; and (b) a lump sum severance payment equal to one (1) times the Executive's "Base Amount," as such term is defined in Section 280G of the Internal Revenue Code of 1986, as amended Company’s Stock Option Plan (the "Code") (subject to any applicable payroll or other taxes and changes required to be withheld computed at the rate for supplemental payments“Option Plan”), provided that in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times the Executive's Base Amount. The Executive's Base Amount shall be determined in accordance with temporary or final regulations promulgated under Section 280G of the Code then in effect, if any. In the absence of such regulations, if the Executive were not employed by the Corporation (or any corporation or partnership affiliated with the Corporation (an "Affiliate") within the meaning of Section 1504 of the Code or a predecessor of the Corporation) during the entire five calendar years (the "Base Period") preceding the calendar year in which a Change in Control of the Corporation occurred, the Executive's average annual compensation for the purposes of such determination shall be the lesser of (i) the average of the Executive's annual compensation for the complete calendar years during the Base Period during which the Executive was so employed or (ii) the average of the Executive's annual compensation for both complete and partial calendar years during the Base Period during which the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included in the Base Period. Compensation payable to the Executive by the Corporation or any Affiliate or predecessor of the Corporation shall include every type and form of compensation includible in the Executive's gross income in respect of the Executive's employment by the Corporation or any Affiliate or predecessor of the Corporation, including compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired, except to the extent otherwise provided in temporary or final regulations promulgated under Section 280G of the Code. For purposes of this Section 3(b) a "change in control of the Corporation" shall have the meaning set forth in Section 280G of the Code and any temporary or final regulations promulgated thereunder, subject to the limitation stated in Section 3(c) below; and (i) Notwithstanding anything to the contrary contained herein, in the event that any portion of the aggregate payments and (ii) At the option of the Corporation, no payments shall be made pursuant to this Section 3 until the procedure described in this Section 3(c)(ii) is completed (the "Parachute Procedure"). If the Corporation elects to comply with such procedure, the Corporation shall cause its independent auditors to deliver to the Executive, within fifteen (15) days after the Date of Termination, a statement which shall indicate whether payment to the Executive of the Total Payments would cause any portion of the Total Payments not to be deductible in whole or part in the calculation of federal income tax by reason of section 280G of the Code, or would cause, directly or indirectly, an "excess parachute payment" to exist within the meaning of Section 280G of the Code. Such statement shall set forth the value, calculated in accordance with the principles of Section 280G of the Code and any temporary or final regulations promulgated thereunder, of any non-cash benefits or any deferred or contingent payment or benefit payable pursuant to the terms of this Agreement or any other plan, arrangement or benefit, together with sufficient information to enable the Corporation to determine the payments that may be made to the Executive without resulting in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code. The Corporation warrants to the Executive the accuracy of all information and calculations supplied to the Executive in such statement. If such statement indicates that payment of the Total Payments would result in a loss of a deduction by reason of Section 280G of the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the Code, the Executive shall, within thirty (30) days after receipt of the statement, deliver to the Corporation a statement indicating which of the payments and benefits specified in such auditor's statement the Executive elects to receive; provided, however, that the payments and benefits selected by the Executive shall not result in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code and, provided, further, however, that if the Corporation does not comply with the Parachute Procedure, it shall deliver the payments required by this Section 3 within fifteen (15) days after the Date of Termination. Delivery of the statement by the Executive to the Corporation shall - 10 - 11 constitute completion of the Parachute Procedure. (d) The Corporation shall contest any improper assessment of an excise or other tax imposed as a result of a determination that an "excess parachute payment" has been made to the Executive within the meaning of Section 280G of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Code, then the Executive shall pay to the Corporation, upon demand, an amount not to exceed the sum of (i) the excess of the aggregate Total Payments over the aggregate Total Payments that would have been paid without any portion of such payment being deemed an "excess parachute payment" within the meaning of Section 280G of the Code and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate specified in Section 1274(d) of the Code from the date of receipt by the Executive of such excess until the date of such repayment.

Payments Upon Termination. If (i) In the event that the Executive's employment terminates for any reason, the Company shall pay to the Executive all amounts accrued but unpaid hereunder through the date of termination in respect of Salary, any unpaid Bonus in respect to any completed fiscal year which has ended prior to the date of termination, accrued but unused vacation and any unreimbursed expenses. Amounts owed by the 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 paid within five (5) business days of any termination, except amounts payable with respect to unpaid Bonus, which shall be paid at such time bonus amounts are paid to other senior executives. (ii) In the event that prior to a Change in Control, 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 for Good Reason, in addition to the amounts specified in subsection (i) above, (A) the Executive shall continue to receive the Salary (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"); (B) the Company shall pay the Executive an aggregate amount equal to the Bonus payable or paid to the Executive in respect of the completed fiscal year which has ended prior to the date of termination, multiplied by a fraction, the numerator of which equals the number of months in the Severance Term, and the denominator of which equals 12, such amount to be payable in substantially equal monthly installments during the Severance Term; (C) during the Severance Term, the Company shall pay the monthly cost of health continuation coverage for the Executive and his dependents, as provided under COBRA, provided the Executive elects COBRA coverage; and (D) all outstanding options then held by the Executive shall immediately vest as to the number of covered shares which would otherwise have vested during the Severance Term, assuming no termination of employment had occurred. Payment of any amounts pursuant to this Section 6(f) shall be expressly conditioned upon the Executive's execution of a general waiver and release of claims against the Company and its officers, directors, agents, and affiliates. (iii) In the event that in connection with or following a Change in Control, 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 for Good Reason, in lieu of amounts payable and benefits provided to the Executive pursuant to subsection (ii) above, the Executive shall be entitled to receive (A) a lump-sum cash payment equal to two (2) years after a Change in Control times the sum of the Corporation, the Corporation or a Subsidiary shall terminate the Executive's employment other than by reason of the Executive's death, Disability, Retirement or for Cause or if the Executive shall terminate his employment for Good Reason then, in any such event, and subject in each case to Section 2(j) hereof, the Corporation or a Subsidiary will pay to the Executive as compensation for services rendered, beginning not later than the fifth business day following completion of the "Parachute Procedure" (as hereinafter defined) if the Corporation elects to follow such procedure and not later than the fifteenth day after the Date of Termination otherwise: (ax) the Executive's then-current Salary through and (y) the Date of Termination, any existing fringe benefits (including medical benefits) and incentive compensation for the fiscal year in which the termination occurs in accordance with any arrangements then existing with Bonus payable or paid to the Executive and proportionate to the period in respect of the completed fiscal year which has expired ended prior to the date of termination; and (bB) a lump lump-sum severance payment equal to one twenty four (124) times the Executive's "Base Amount," monthly cost of health continuation coverage for the Executive and his dependents, as provided under COBRA and as determined on the date of termination, whether or not the Executive elects such term is defined in Section 280G COBRA coverage; and (C) all outstanding options then held by the Executive shall immediately vest and be fully exercisable as of the Internal Revenue Code of 1986, as amended (the "Code") (subject to any applicable payroll or other taxes and changes required to be withheld computed at the rate for supplemental payments), provided that in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times the Executive's Base Amount. The Executive's Base Amount shall be determined in accordance with temporary or final regulations promulgated under Section 280G of the Code then in effect, if any. In the absence date of such regulations, if the Executive were not employed by the Corporation (or any corporation or partnership affiliated with the Corporation (an "Affiliate") within the meaning of Section 1504 of the Code or a predecessor of the Corporation) during the entire five calendar years (the "Base Period") preceding the calendar year in which a Change in Control of the Corporation occurred, the Executive's average annual compensation for the purposes of such determination shall be the lesser of (i) the average of the Executive's annual compensation for the complete calendar years during the Base Period during which the Executive was so employed or (ii) the average of the Executive's annual compensation for both complete and partial calendar years during the Base Period during which the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included in the Base Period. Compensation payable to the Executive by the Corporation or any Affiliate or predecessor of the Corporation shall include every type and form of compensation includible in the Executive's gross income in respect of the Executive's employment by the Corporation or any Affiliate or predecessor of the Corporation, including compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired, except to the extent otherwise provided in temporary or final regulations promulgated under Section 280G of the Code. For purposes of this Section 3(b) a "change in control of the Corporation" shall have the meaning set forth in Section 280G of the Code and any temporary or final regulations promulgated thereunder, subject to the limitation stated in Section 3(c) below; andtermination. (iiv) Notwithstanding anything to the contrary contained herein, in the event that Payment of any portion of the aggregate payments and (ii) At the option of the Corporation, no payments shall be made amounts pursuant to this Section 3 until the procedure described in this Section 3(c)(ii6(f) is completed (the "Parachute Procedure"). If the Corporation elects to comply with such procedure, the Corporation shall cause its independent auditors to deliver to be expressly conditioned upon the Executive, within fifteen (15) days after the Date of Termination, a statement which shall indicate whether payment to the Executive of the Total Payments would cause any portion of the Total Payments not to be deductible in whole or part in the calculation of federal income tax by reason of section 280G of the Code, or would cause, directly or indirectly, an "excess parachute payment" to exist within the meaning of Section 280G of the Code. Such statement shall set forth the value, calculated in accordance with the principles of Section 280G of the Code and any temporary or final regulations promulgated thereunder, of any non-cash benefits or any deferred or contingent payment or benefit payable pursuant to the terms of this Agreement or any other plan, arrangement or benefit, together with sufficient information to enable the Corporation to determine the payments that may be made to the Executive without resulting in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code. The Corporation warrants to the Executive the accuracy of all information and calculations supplied to the Executive in such statement. If such statement indicates that payment of the Total Payments would result in a loss 's execution of a deduction by reason general waiver and release of Section 280G of claims against the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the CodeCompany and its officers, the Executive shalldirectors, within thirty (30) days after receipt of the statementagents, deliver to the Corporation a statement indicating which of the payments and benefits specified in such auditor's statement the Executive elects to receive; provided, however, that the payments and benefits selected by the Executive shall not result in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code and, provided, further, however, that if the Corporation does not comply with the Parachute Procedure, it shall deliver the payments required by this Section 3 within fifteen (15) days after the Date of Termination. Delivery of the statement by the Executive to the Corporation shall - 10 - 11 constitute completion of the Parachute Procedureaffiliates. (d) The Corporation shall contest any improper assessment of an excise or other tax imposed as a result of a determination that an "excess parachute payment" has been made to the Executive within the meaning of Section 280G of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Code, then the Executive shall pay to the Corporation, upon demand, an amount not to exceed the sum of (i) the excess of the aggregate Total Payments over the aggregate Total Payments that would have been paid without any portion of such payment being deemed an "excess parachute payment" within the meaning of Section 280G of the Code and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate specified in Section 1274(d) of the Code from the date of receipt by the Executive of such excess until the date of such repayment.

Payments Upon Termination. (a) Involuntary Termination or Termination by Executive for Good Reason (as defined below). If within two the Executive’s employment is involuntarily terminated by the Corporation or terminated by the Executive for Good Reason during the term of this Agreement, the Executive shall be entitled to the following: (2i) base salary accrued through the date of termination; (ii) any accrued but unpaid vacation pay through the date of termination; (iii) any bonuses earned but unpaid with respect to fiscal years after a Change in Control or other completed periods preceding the termination date; (iv) any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plans maintained by the Corporation, payable in accordance with the Corporation or a Subsidiary shall terminate the Executive's employment other than by reason terms of the Executive's deathapplicable plan; (v) all stock options, Disability, Retirement restricted stock or for Cause or if the Executive shall terminate his employment for Good Reason then, in any such event, and subject in each case to Section 2(j) hereof, the Corporation or a Subsidiary will pay other awards with time-based vesting granted to the Executive as compensation for services renderedunder any deferred compensation, beginning not later than the fifth business day following completion of the "Parachute Procedure" (as hereinafter defined) if incentive or other benefit plan maintained by the Corporation elects shall become fully vested and earned and payable and, in the case of stock options, exercisable in full and all stock options, restricted stock or other awards with performance-based vesting granted to follow such procedure and not later than the fifteenth day after Executive under any deferred compensation, incentive or other benefit plan maintained by the Date of Termination otherwise:Corporation shall become vested to the extent provided in the applicable award agreements; (avi) continued coverage at the Executive's Salary through Corporation’s expense under any life, health and disability insurance programs maintained by the Date of Termination, any existing fringe benefits (including medical benefits) and incentive compensation for the fiscal year Corporation in which the Executive participated at the time of his termination occurs in accordance with any arrangements then existing with for the remaining term of the Agreement (but not less than six (6) months and not more than the period during which the Executive and proportionate would be entitled to the period of the fiscal year which has expired prior to the termination; and (b) a lump sum severance payment equal to one (1) times the Executive's "Base Amount," as such term is defined in continuation coverage under Section 280G 4980B of the Internal Revenue Code of 1986Code, as amended (the "“Code") (subject to any applicable payroll or other taxes and changes required to be withheld computed at the rate for supplemental payments”), provided that in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times the Executive's Base Amount. The Executive's Base Amount shall be determined in accordance with temporary or final regulations promulgated under Section 280G of the Code then in effect, if any. In the absence of such regulations, if the Executive were not employed by elected such coverage and paid the Corporation (applicable premiums), or any corporation or partnership affiliated with the Corporation (an "Affiliate") within the meaning of Section 1504 of the Code or a predecessor of the Corporation) during the entire five calendar years (the "Base Period") preceding the calendar year in which a Change in Control of the Corporation occurreduntil, if earlier, the Executive's average annual compensation for the purposes of such determination shall be the lesser of (i) the average of the Executive's annual compensation for the complete calendar years during the Base Period during which date the Executive was so employed or (ii) the average of the Executive's annual compensation for both complete and partial calendar years during the Base Period during which the Executive was so employed, determined obtains comparable coverage under benefit plans maintained by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included in the Base Period. Compensation payable to the Executive by the Corporation or any Affiliate or predecessor of the Corporation shall include every type and form of compensation includible in the Executive's gross income in respect of the Executive's employment by the Corporation or any Affiliate or predecessor of the Corporation, including compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired, except to the extent otherwise provided in temporary or final regulations promulgated under Section 280G of the Code. For purposes of this Section 3(b) a "change in control of the Corporation" shall have the meaning set forth in Section 280G of the Code and any temporary or final regulations promulgated thereunder, subject to the limitation stated in Section 3(c) belownew employer; and (ivii) Notwithstanding anything to the contrary contained herein, in the event that any portion of the aggregate payments and (ii) At the option of the Corporation, no payments shall be made pursuant to this Section 3 until the procedure described in this Section 3(c)(ii) is completed (the "Parachute Procedure"). If the Corporation elects to comply with such procedure, the Corporation shall cause its independent auditors to deliver to the Executive, within fifteen (15) days after the Date of Termination, a statement which shall indicate whether payment subject to the Executive signing a general release of claims in favor of the Total Payments would cause any portion of the Total Payments not to be deductible Corporation and related persons and entities in whole or part in the calculation of federal income tax by reason of section 280G of the Code, or would cause, directly or indirectly, an "excess parachute payment" to exist within the meaning of Section 280G of the Code. Such statement shall set forth the value, calculated in accordance with the principles of Section 280G of the Code a form and any temporary or final regulations promulgated thereunder, of any non-cash benefits or any deferred or contingent payment or benefit payable pursuant manner satisfactorily to the terms of this Agreement or any other planCorporation (the “Release”), arrangement or benefit, together with sufficient information to enable and the Corporation to determine the payments that may be made to the Executive without resulting in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code. The Corporation warrants to the Executive the accuracy of all information and calculations supplied to the Executive in such statement. If such statement indicates that payment of the Total Payments would result in a loss of a deduction by reason of Section 280G of the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the Code, the Executive shall, Release becoming irrevocable within thirty (30) days after receipt the date of termination, a series of monthly severance payments for each month during the remaining term of this Agreement, but not less than twelve (12) months (the “Severance Period”), each in an amount equal to one-twelfth (1/12th) of the statementsum of (A) the Executive’s base salary, deliver to as in effect on the Corporation a statement indicating which date of termination, and (B) the average of the payments and benefits specified in such auditor's statement the Executive elects to receive; provided, however, that the payments and benefits selected by the Executive shall not result in a loss of deduction under Section 280G of the Code or an "excess parachute payment" annual bonuses paid to the Executive within for the meaning prior three fiscal years preceding the termination date, which shall be paid to the Executive beginning with the first payroll date that begins thirty (30) days following the date of termination in accordance with the Corporation’s normal payroll practices, except to the extent delayed payments are required by Section 16 below. The Executive shall be under no duty to mitigate the amounts owed to him under this paragraph by seeking such a replacement position but all payments of severance payments shall cease if the Executive violates the provisions of Section 280G of the Code and, provided, further, however, that if the Corporation does not comply with the Parachute Procedure, it shall deliver the 10 hereof. All cash payments required by to be paid pursuant to this Section 3 within fifteen (15other than severance payments) days after the Date of Termination. Delivery of the statement by the Executive to the Corporation shall - 10 - 11 constitute completion of the Parachute Procedure. (d) The Corporation shall contest any improper assessment of an excise or other tax imposed as a result of a determination that an "excess parachute payment" has been be made to the Executive within the meaning of Section 280G of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Code, then the Executive shall pay to the Corporation, upon demand, an amount not to exceed the sum of sixty (i60) the excess of the aggregate Total Payments over the aggregate Total Payments that would have been paid without any portion of such payment being deemed an "excess parachute payment" within the meaning of Section 280G of the Code and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate specified in Section 1274(d) of the Code from the date of receipt by the Executive of such excess until days following the date of such repaymenttermination.

Payments Upon Termination. If within two (2i) years after a Change in Control of In the Corporation, the Corporation or a Subsidiary shall terminate event that the Executive's employment other than by reason of the Executive's death, Disability, Retirement or terminates for Cause or if the Executive shall terminate his employment for Good Reason then, in any such event, and subject in each case to Section 2(j) hereofreason, the Corporation or a Subsidiary will Company shall pay to the Executive as compensation for services rendered, beginning not later than the fifth business day following completion of the "Parachute Procedure" (as hereinafter defined) if the Corporation elects to follow such procedure and not later than the fifteenth day after the Date of Termination otherwise: (a) the Executive's Salary all amounts accrued but unpaid hereunder through the Date date of Terminationtermination in respect of Salary, any existing fringe benefits (including medical benefits) and incentive compensation for the fiscal year unpaid Bonus in which the termination occurs in accordance with respect to any arrangements then existing with the Executive and proportionate to the period of the completed fiscal year which has expired ended prior to the date of termination; and, accrued but unused vacation and any unreimbursed expenses. Amounts owed by the 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 paid within five (5) business days of any termination, except amounts payable with respect to unpaid Bonus, which shall be paid at such time bonus amounts are paid to other senior executives. (bii) In the event that prior to a Change in Control, 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 for Good Reason, in addition to the amounts specified in subsection (i) above, (A) the Executive shall continue to receive the Salary (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"); (B) the Company shall pay the Executive an aggregate amount equal to the Bonus payable or paid to the Executive in respect of the completed fiscal year which has ended prior to the date of termination, multiplied by a fraction, the numerator of which equals the number of months in the Severance Term, and the denominator of which equals 12, such amount to be payable in substantially equal monthly installments during the Severance Term; (C) during the Severance Term, the Company shall pay the monthly cost of health continuation coverage for the Executive and his dependents, as provided under COBRA, provided the Executive elects COBRA coverage; and (D) all outstanding options then held by the Executive shall immediately vest as to the number of covered shares which would otherwise have vested during the Severance Term, assuming no termination of employment had occurred. Payment of any amounts pursuant to this Section 6(f) shall be expressly conditioned upon the Executive's execution of a general waiver and release of claims against the Company and its officers, directors, agents, and affiliates. (iii) In the event that in connection with or following a Change in Control, 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 for Good Reason, in lieu of amounts payable and benefits provided to the Executive pursuant to subsection (ii) above, the Executive shall be entitled to receive (A) a lump lump-sum severance cash payment equal to one (1) times the Executive's "Base Amount," as such term is defined in Section 280G sum of the Internal Revenue Code of 1986, as amended (the "Code"x) (subject to any applicable payroll or other taxes and changes required to be withheld computed at the rate for supplemental payments), provided that in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times the Executive's Base Amount. The Executive's Base Amount shall be determined in accordance with temporary or final regulations promulgated under Section 280G of the Code then in effect, if any. In the absence of such regulations, if the Executive were not employed by the Corporation then-current Salary and (or any corporation or partnership affiliated with the Corporation (an "Affiliate") within the meaning of Section 1504 of the Code or a predecessor of the Corporation) during the entire five calendar years (the "Base Period") preceding the calendar year in which a Change in Control of the Corporation occurred, the Executive's average annual compensation for the purposes of such determination shall be the lesser of (iy) the average of the Executive's annual compensation for the complete calendar years during the Base Period during which the Executive was so employed Bonus payable or (ii) the average of the Executive's annual compensation for both complete and partial calendar years during the Base Period during which the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included in the Base Period. Compensation payable paid to the Executive by the Corporation or any Affiliate or predecessor of the Corporation shall include every type and form of compensation includible in the Executive's gross income in respect of the Executive's employment completed fiscal year which has ended prior to the date of termination; (B) a lump-sum payment equal to twelve (12) times the monthly cost of health continuation coverage for the Executive and his dependents, as provided under COBRA and as determined on the date of termination, whether or not the Executive elects such COBRA coverage; and (C) all outstanding options then held by the Corporation or any Affiliate or predecessor Executive shall immediately vest and be fully exercisable as of the Corporation, including compensation income recognized as a result date of the Executive's exercise of stock options or sale of the stock so acquired, except to the extent otherwise provided in temporary or final regulations promulgated under Section 280G of the Code. For purposes of this Section 3(b) a "change in control of the Corporation" shall have the meaning set forth in Section 280G of the Code and any temporary or final regulations promulgated thereunder, subject to the limitation stated in Section 3(c) below; andsuch termination. (iiv) Notwithstanding anything to the contrary contained herein, in the event that Payment of any portion of the aggregate payments and (ii) At the option of the Corporation, no payments shall be made amounts pursuant to this Section 3 until the procedure described in this Section 3(c)(ii6(f) is completed (the "Parachute Procedure"). If the Corporation elects to comply with such procedure, the Corporation shall cause its independent auditors to deliver to be expressly conditioned upon the Executive, within fifteen (15) days after the Date of Termination, a statement which shall indicate whether payment to the Executive of the Total Payments would cause any portion of the Total Payments not to be deductible in whole or part in the calculation of federal income tax by reason of section 280G of the Code, or would cause, directly or indirectly, an "excess parachute payment" to exist within the meaning of Section 280G of the Code. Such statement shall set forth the value, calculated in accordance with the principles of Section 280G of the Code and any temporary or final regulations promulgated thereunder, of any non-cash benefits or any deferred or contingent payment or benefit payable pursuant to the terms of this Agreement or any other plan, arrangement or benefit, together with sufficient information to enable the Corporation to determine the payments that may be made to the Executive without resulting in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code. The Corporation warrants to the Executive the accuracy of all information and calculations supplied to the Executive in such statement. If such statement indicates that payment of the Total Payments would result in a loss 's execution of a deduction by reason general waiver and release of Section 280G of claims against the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the CodeCompany and its officers, the Executive shalldirectors, within thirty (30) days after receipt of the statementagents, deliver to the Corporation a statement indicating which of the payments and benefits specified in such auditor's statement the Executive elects to receive; provided, however, that the payments and benefits selected by the Executive shall not result in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code and, provided, further, however, that if the Corporation does not comply with the Parachute Procedure, it shall deliver the payments required by this Section 3 within fifteen (15) days after the Date of Termination. Delivery of the statement by the Executive to the Corporation shall - 10 - 11 constitute completion of the Parachute Procedureaffiliates. (d) The Corporation shall contest any improper assessment of an excise or other tax imposed as a result of a determination that an "excess parachute payment" has been made to the Executive within the meaning of Section 280G of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Code, then the Executive shall pay to the Corporation, upon demand, an amount not to exceed the sum of (i) the excess of the aggregate Total Payments over the aggregate Total Payments that would have been paid without any portion of such payment being deemed an "excess parachute payment" within the meaning of Section 280G of the Code and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate specified in Section 1274(d) of the Code from the date of receipt by the Executive of such excess until the date of such repayment.

Payments Upon Termination. (a) If the Company terminates Executive’s employment for any reason other than Cause or Executive resigns for Good Reason, then Executive (or Executive’s estate) shall receive the following compensation, only: (i) the portion of Executive’s then current Annual Base Salary which has accrued through Executive’s date of termination; (ii) any vested incentive payments, stock options and restricted stock and other benefits to which Executive is entitled as of the date of termination in accordance with the terms of the governing documents, 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; and (iii) if Executive signs a release of claims substantially in the form attached hereto as Exhibit A (as such form may be modified by the Company in its sole discretion), and provided Executive cooperates with the Company in transitioning Executive’s job responsibilities (including consulting by telephone as may be necessary) during the period he is paid severance and receives reimbursement for the cost of medical coverage, the Company shall pay to Executive, in addition to the amounts set forth above, the following severance payments and benefits: (A) pro-rata Bonus for the year of termination based on actual achievement of results during such partial year, payable at the time when bonuses are payable to participants generally under the applicable bonus program; (B) continuation of Executive’s then current Annual Base Salary for twelve (12) months, payable in accordance with the Company’s normal payroll procedures and policies as if Executive had remained employed with the Company, starting on the first regular Company payday after the Company receives the signed release of claims and any revocation period has expired; and (C) reimbursement of Executive’s costs of medical insurance continuation pursuant to COBRA for twelve (12) months following Executive’s termination as if Executive had remained employed with the Company, and to the same extent provided to Executive and Executive’s family immediately prior to the date of termination. (b) If Executive’s employment terminates within two twenty-four (224) years after months of a Change in Control for any reason other than Cause or Executive resigns for Good Reason, then Executive (or Executive’s estate) shall receive the following compensation: (i) the portion of Executive’s then current Annual Base Salary which has accrued through Executive’s date of termination; (ii) any vested incentive payments, stock options and restricted stock and other benefits to which Executive is entitled as of the Corporationdate of termination in accordance with the terms of the governing documents, 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; and (iii) if Executive signs a release of claims substantially in the form attached hereto as Exhibit A (as such form may be modified by the Company in its sole discretion), and provided Executive cooperates with the Company in transitioning Executive’s job responsibilities (including consulting by telephone as may be necessary) during the period he is paid severance and receives reimbursement for the cost of medical coverage, the Corporation or a Subsidiary Company shall terminate pay to Executive, in addition to the amounts set forth above, the following severance payments and benefits: (A) Twelve (12) months of Executive's employment ’s Annual Target Bonus; (B) continuation of Executive’s then current Annual Base Salary for twelve (12) months, payable in accordance with the Company’s normal payroll procedures and policies as if Executive had remained employed with the Company, starting on the first regular Company payday after the Company receives the signed release of claims and any revocation period has expired; and (C) Full vesting of any unvested stock shares previously awarded to Executive, which in all other than by reason respects shall be subject to the terms of the ICAP and award grant. (D) reimbursement of Executive's death, Disability, Retirement or ’s costs of medical insurance continuation pursuant to COBRA for Cause or twelve (12) months following Executive’s termination as if Executive had remained employed with the Executive shall terminate his employment for Good Reason then, in any such eventCompany, and subject to the same extent provided to Executive and Executive’s family immediately prior to the date of termination. (c) For purposes of Section 7.6(b), a "Change in each Control" of the Company shall be deemed to have occurred upon any of the following events: (i) A person or entity or group of persons or entities, acting in concert, shall become the direct or indirect beneficial owner (within the meaning of Rule 13d-3 of the Exchange Act) of securities of the Company representing fifty-one percent (51%) or more of the combined voting power of the issued and outstanding common stock of the Company (a "Significant Owner"), unless such shares are originally issued to such Significant Owner by the Company; or (ii) The majority of the Company's Board of Directors is no longer comprised of the incumbent directors who constitute the Board of Directors on the Effective Date and any other individual(s) who becomes a director subsequent to the Effective Date whose initial election or nomination for election as a director, as the case to Section 2(jmay be, was approved by at least a majority of the directors who comprised the incumbent directors as of the date of such election or nomination; or (iii) hereofA sale of all or substantially all of the assets of the Company; or (iv) The Board of Directors shall approve any merger, consolidation, or like business combination or reorganization of the Company, the Corporation or a Subsidiary will pay consummation of which would result in the occurrence of any event described in clause (iii) above, and such transaction shall have been consummated. The release described above shall be furnished to the Executive as soon as practical, but in no event more than five (5) days after the date of Executive’s termination of employment, and, provided that the Executive has signed and not revoked the release, payment of the compensation for services rendereddescribed in this Section 7.6(a)(iii) or 7.6(b)(iii), beginning not shall commence (except to the extent that a deferral until six (6) months following termination is required by Section 7.7) on the first regular payday after the revocation period expires, but in no event later than the fifth business day following completion first regular payday that follows the sixty (60)-day anniversary of the "Parachute Procedure" date of termination (as hereinafter defined) the “latest commencement date”); provided that if the Corporation elects to follow such procedure and latest commencement date falls in the year following the year that includes the termination date, payment shall commence not later earlier than the fifteenth day after the Date of Termination otherwise: (a) the Executive's Salary through the Date of Termination, any existing fringe benefits (including medical benefits) and incentive compensation for the fiscal year first regular payday in which the termination occurs in accordance with any arrangements then existing with the Executive and proportionate such following year. Anything else contained herein to the period of the fiscal year which has expired prior to the termination; and (b) a lump sum severance payment equal to one (1) times the Executive's "Base Amount," as such term is defined in Section 280G of the Internal Revenue Code of 1986contrary, as amended (the "Code") (subject to any applicable payroll or other taxes and changes required to be withheld computed at the rate for supplemental payments), provided that in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times the Executive's Base Amount. The Executive's Base Amount shall be determined in accordance with temporary or final regulations promulgated under Section 280G of the Code then in effect, if any. In the absence of such regulations, if the Executive were not employed by the Corporation (or any corporation or partnership affiliated with the Corporation (an "Affiliate") within the meaning of Section 1504 of the Code or a predecessor of the Corporation) during the entire five calendar years (the "Base Period") preceding the calendar year in which a Change in Control of the Corporation occurred, the Executive's average annual compensation for the purposes of such determination shall be the lesser of (i) the average of the Executive's annual compensation for the complete calendar years during the Base Period during which the Executive was so employed or (ii) the average of the Executive's annual compensation for both complete and partial calendar years during the Base Period during which the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included in the Base Period. Compensation amount payable to the Executive by pursuant to Section 7.6(a)(iii) or 7.6(b)(iii) be paid later than the Corporation or any Affiliate or predecessor last day of the Corporation shall include every type and form of compensation includible in second year after the Executive's gross income in respect of year that includes the Executive's employment by the Corporation or any Affiliate or predecessor of the Corporationtermination date, including compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired, except to the extent otherwise provided in temporary or final regulations promulgated under Section 280G of the Code. For purposes of this Section 3(b) a "change in control of the Corporation" shall have the meaning set forth in Section 280G of the Code and any temporary or final regulations promulgated thereunder, subject to the limitation stated in Section 3(c) below; and (i) Notwithstanding anything to the contrary contained herein, in the event amount that any portion of the aggregate payments and (ii) At the option of the Corporation, no payments would otherwise be payable after such date shall be made pursuant to this Section 3 until the procedure described in this Section 3(c)(ii) is completed (the "Parachute Procedure"). If the Corporation elects to comply with paid on such procedure, the Corporation shall cause its independent auditors to deliver to the Executive, within fifteen (15) days after the Date of Termination, a statement which shall indicate whether payment to the Executive of the Total Payments would cause any portion of the Total Payments not to be deductible in whole or part in the calculation of federal income tax by reason of section 280G of the Code, or would cause, directly or indirectly, an "excess parachute payment" to exist within the meaning of Section 280G of the Code. Such statement shall set forth the value, calculated in accordance with the principles of Section 280G of the Code and any temporary or final regulations promulgated thereunder, of any non-cash benefits or any deferred or contingent payment or benefit payable pursuant to the terms of this Agreement or any other plan, arrangement or benefit, together with sufficient information to enable the Corporation to determine the payments that may be made to the Executive without resulting in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code. The Corporation warrants to the Executive the accuracy of all information and calculations supplied to the Executive in such statement. If such statement indicates that payment of the Total Payments would result in a loss of a deduction by reason of Section 280G of the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the Code, the Executive shall, within thirty (30) days after receipt of the statement, deliver to the Corporation a statement indicating which of the payments and benefits specified in such auditor's statement the Executive elects to receive; provided, however, that the payments and benefits selected by the Executive shall not result in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code and, provided, further, however, that if the Corporation does not comply with the Parachute Procedure, it shall deliver the payments required by this Section 3 within fifteen (15) days after the Date of Termination. Delivery of the statement by the Executive to the Corporation shall - 10 - 11 constitute completion of the Parachute Proceduredate. (d) The Corporation If the Company terminates Executive’s employment for Cause, then Executive shall contest any improper assessment of an excise or other tax imposed as a result of a determination that an "excess parachute payment" has been made be entitled only to the Executive within the meaning of Section 280G of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Code, then the Executive shall pay to the Corporation, upon demand, an amount not to exceed the sum of (i) the excess of the aggregate Total Payments over the aggregate Total Payments that would have been paid without any portion of such payment being deemed an "excess parachute payment" within the meaning of Section 280G of the Code and (ii) interest on the amount compensation set forth in clause (iSection 7.6(a)(i) above at above. If Executive voluntarily resigns for other than Good Reason, then Executive shall be entitled to only the applicable federal rate specified compensation set forth in Section 1274(dSections 7.6(a)(i)-(ii) of above. Such amounts shall be paid in accordance with the Code from the date of receipt by the Executive of such excess until the date of such repaymentCompany’s normal payroll procedures and policies.

Payments Upon Termination. If within two (2) years after a Change in Control of the Corporation, the Corporation or a Subsidiary Payments to Executive upon termination shall terminate the Executive's employment other than by reason of the Executive's death, Disability, Retirement or for Cause or if the Executive shall terminate his employment for Good Reason then, in any such event, and subject in each case to Section 2(j) hereof, the Corporation or a Subsidiary will pay be limited to the Executive as compensation for services rendered, beginning not later than the fifth business day following completion of the "Parachute Procedure" (as hereinafter defined) if the Corporation elects to follow such procedure and not later than the fifteenth day after the Date of Termination otherwisefollowing: (a) If Executive is terminated due to (i) voluntary resignation pursuant to Section 15(c) other than for Good Reason, (ii) dissolution and liquidation of the Executive's Corporation pursuant to Section 15(d) other than in conjunction with a Change in Control, or (iii) for Cause pursuant to Section 15(e), Executive shall be entitled to (A) all arrearages of Base Salary through the Date of Termination, payable on the Date of Termination, (B) any existing fringe benefits accrued but unused vacation through the Date of Termination, payable on the Date of Termination, (including medical benefitsC) and incentive compensation for the fiscal year in which the termination occurs in accordance with any arrangements then existing with the Executive and proportionate to the period of the fiscal year which has expired Annual Incentive earned but not paid prior to the termination; and (b) Date of Termination, payable in a lump sum severance payment equal on the date on which Annual Incentives for the calendar year to one (1) times which such Annual Incentive relates are paid to the Executive's "Base Amount," as Corporation’s executive officers generally, but in all events such term is defined in Section 280G payment shall be made no later than March 15 of the Internal Revenue Code of 1986, as amended (the "Code") (subject to any applicable payroll or other taxes and changes required to be withheld computed at the rate for supplemental payments), provided that in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times the Executive's Base Amount. The Executive's Base Amount shall be determined in accordance with temporary or final regulations promulgated under Section 280G of the Code then in effect, if any. In the absence of such regulations, if the Executive were not employed by the Corporation (or any corporation or partnership affiliated with the Corporation (an "Affiliate") within the meaning of Section 1504 of the Code or a predecessor of the Corporation) during the entire five calendar years (the "Base Period") preceding year following the calendar year in which a Change in Control the Date of the Corporation occurredTermination occurs, the Executive's average annual compensation for the purposes of such determination shall be the lesser of plus (iD) the average of the Executive's annual compensation for the complete calendar years during the Base Period during which the Executive was so employed all other benefits, if any, under any group retirement plan, health benefits plan or (ii) the average of the Executive's annual compensation for both complete and partial calendar years during the Base Period during which the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included in the Base Period. Compensation payable to the Executive group benefit plan maintained by the Corporation or any Affiliate or predecessor of the Corporation shall include every type and form of compensation includible in the Executive's gross income in respect of the Executive's employment by the Corporation or any Affiliate or predecessor of the Corporation, including compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired, except to the extent otherwise provided in temporary or final regulations promulgated under Section 280G of the Code. For purposes of this Section 3(b) a "change in control of the Corporation" shall have the meaning set forth in Section 280G of the Code its subsidiaries and any temporary or final regulations promulgated thereunder, subject to the limitation stated in Section 3(c) below; and (i) Notwithstanding anything to the contrary contained herein, in the event that any portion reimbursement of the aggregate payments and (ii) At the option of the Corporation, no payments shall be made expenses pursuant to this Section 3 until the procedure described in this Section 3(c)(ii) is completed (the "Parachute Procedure"). If the Corporation elects 6 to comply with such procedure, the Corporation shall cause its independent auditors to deliver to the Executive, within fifteen (15) days after the Date of Termination, a statement which shall indicate whether payment to the Executive of the Total Payments would cause any portion of the Total Payments not to may be deductible in whole or part in the calculation of federal income tax by reason of section 280G of the Code, or would cause, directly or indirectly, an "excess parachute payment" to exist within the meaning of Section 280G of the Code. Such statement shall set forth the value, calculated in accordance with the principles of Section 280G of the Code and any temporary or final regulations promulgated thereunder, of any non-cash benefits or any deferred or contingent payment or benefit payable entitled pursuant to the terms of this Agreement such plans or any other plan, arrangement or benefit, together agreements at the time of Executive’s Date of Termination payable in accordance with sufficient information the applicable plans and the Corporation’s customary policies as in effect from time to enable the Corporation to determine the payments that may be made to the Executive without resulting in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code. The Corporation warrants to the Executive the accuracy of all information and calculations supplied to the Executive in such statement. If such statement indicates that payment of the Total Payments would result in a loss of a deduction by reason of Section 280G of the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the Codetime (collectively, the Executive shall“Accrued Obligations”), within thirty (30) days after receipt of the statement, deliver to the Corporation a statement indicating which of the payments and benefits specified in such auditor's statement the Executive elects to receive; provided, however, that the payments and benefits selected by the Executive but shall not result in a loss of deduction under Section 280G of the Code or an "excess parachute payment" be entitled to the Executive within the meaning of Section 280G of the Code and, provided, further, however, that if the Corporation does not comply with the Parachute Procedure, it shall deliver the payments required by this Section 3 within fifteen (15) days after the Date of Termination. Delivery of the statement by the Executive to the Corporation shall - 10 - 11 constitute completion of the Parachute Procedurefurther compensation. (db) The Corporation shall contest any improper assessment of an excise If Executive is terminated due to death or other tax imposed as a result of a determination that an "excess parachute payment" has been made to the Executive within the meaning of Section 280G of the Code. If it is established Total Disability pursuant to a final determination of a court of competent jurisdiction Section 15(a) or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist15(b), within the meaning of Section 280G of the Coderespectively, then the Executive shall pay to the Corporation, upon demand, an amount not to exceed the sum of be entitled to: (i) the excess Accrued Obligations; (ii) payment of the aggregate Total Payments over the aggregate Total Payments that an amount equal to any Annual Incentive to which Executive would have been entitled to receive for the calendar year in which Executive’s Date of Termination occurs had Executive remained employed by the Corporation pursuant to this Agreement, which Annual Incentive shall be determined by the Board or the Compensation Committee thereof based on the Corporation’s performance for such calendar year and in accordance with the terms of the applicable Annual Incentive program for such calendar year, payable in a lump sum payment on the date on which Annual Incentives for the calendar year in which the Date of Termination occurs are paid without any portion of to the Corporation’s executive officers generally, but in all events such payment being deemed an "excess parachute payment" within the meaning of Section 280G shall be made no later than March 15 of the Code and calendar year following the calendar year in which the Date of Termination occurs; and (iiiii) interest on (A) the amount set forth in clause vesting and/or exercisability of each of Executive’s outstanding Long-Term Incentive Awards (ias defined below) above at the applicable federal rate specified in Section 1274(d(other than Performance Awards (as defined below)) shall be accelerated, with such acceleration to be effective as of the Code from the date Executive’s Date of receipt by the Executive of such excess until the date of such repayment.Termination; and

Payments Upon Termination. If In the event that Executive delivers a Notice of Termination to Corporation and Bank (as defined in Section 5 of this Agreement), and the requirements of Section 5 hereof are otherwise satisfied, Executive shall be entitled to receive the compensation and benefits set forth below: Corporation and/or Bank shall pay Executive a lump sum amount within two forty (240) years after a Change days following the date of Executive's termination, which shall be paid in Control of the Corporation, the Corporation or a Subsidiary shall terminate aggregate amount equal to and no greater than 1.0 times the Executive's employment other than by reason of the Executive's deathAnnual Base Salary, Disabilityminus applicable taxes and withholdings. In addition, Retirement or for Cause or if the Executive shall terminate his employment for Good Reason then, in any such event, and subject in each case to Section 2(j) hereof, the Corporation or a Subsidiary will pay to the Executive as compensation for services rendered, beginning not later than the fifth business day following completion of the "Parachute Procedure" (as hereinafter defined) if the Corporation elects to follow such procedure and not later than the fifteenth day after the Date of Termination otherwise: (a) the Executive's Salary through the Date of Termination, any existing fringe benefits (including medical benefits) and incentive compensation for the fiscal year in which the termination occurs in accordance with any arrangements then existing with the Executive and proportionate to the period of the fiscal year which has expired prior to the termination; and (b) a lump sum severance payment equal to one (1) times year from the Executive's "Base Amount," as date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Executive immediately prior to the Date of Change of Control, to the extent such term is defined in benefits remain available under the terms of any applicable contracts 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 dollar limitation under Section 280G 402(g)(1)(B) of the Internal Revenue Code of 1986, as amended amended, (the "Code") (subject to any applicable payroll or other taxes and changes required to be withheld computed at for the rate for supplemental payments), provided that in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times the Executive's Base Amount. The Executive's Base Amount shall be determined in accordance with temporary or final regulations promulgated under Section 280G of the Code then in effect, if any. In the absence of such regulations, if the Executive were not employed by the Corporation (or any corporation or partnership affiliated with the Corporation (an "Affiliate") within the meaning of Section 1504 of the Code or a predecessor of the Corporation) during the entire five calendar years (the "Base Period") preceding the calendar year in which a Change Executive terminates employment. However, in Control the event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Section 4999 of the 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 Corporation's independent auditors, Executive shall remit to Corporation occurredthe amount of the reduction, plus such interest, as may be necessary to avoid the Executive's average annual compensation for the purposes imposition of such determination shall be excise tax. Notwithstanding the lesser foregoing or any other provision of (i) this contract to the average contrary, if any portion of the Executive's annual compensation for the complete calendar years during the Base Period during which the Executive was so employed or (ii) the average of the Executive's annual compensation for both complete and partial calendar years during the Base Period during which the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included in the Base Period. Compensation amount herein payable to the Executive by the Corporation or any Affiliate or predecessor of the Corporation shall include every type and form of compensation includible in the Executive's gross income in respect of the Executive's employment by the Corporation or any Affiliate or predecessor of the Corporation, including compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired, except is determined to be non-deductible pursuant to the extent otherwise provided in temporary or final regulations promulgated under Section 280G of the Code. For purposes of this Section 3(b) a "change in control of the Corporation" shall have the meaning set forth in Section 280G of the Code and any temporary or final regulations promulgated thereunder, subject to the limitation stated in Section 3(c) below; and (i) Notwithstanding anything to the contrary contained herein, in the event that any portion of the aggregate payments and (ii) At the option of the Corporation, no payments shall be made pursuant to this Section 3 until the procedure described in this Section 3(c)(ii) is completed (the "Parachute Procedure"). If the Corporation elects to comply with such procedure, the Corporation shall cause its independent auditors be required only to deliver pay to Executive the Executive, within fifteen (15) days after the Date of Termination, a statement which shall indicate whether payment to the Executive of the Total Payments would cause any portion of the Total Payments not amount determined to be deductible in whole or part in the calculation of federal income tax by reason of section 280G of the Code, or would cause, directly or indirectly, an "excess parachute payment" to exist within the meaning of Section 280G of the Code. Such statement shall set forth the value, calculated in accordance with the principles of Section 280G of the Code and any temporary or final regulations promulgated thereunder, of any non-cash benefits or any deferred or contingent payment or benefit payable pursuant to the terms of this Agreement or any other plan, arrangement or benefit, together with sufficient information to enable the Corporation to determine the payments that may be made to the Executive without resulting in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code. The Corporation warrants to the Executive the accuracy of all information and calculations supplied to the Executive in such statement. If such statement indicates that payment of the Total Payments would result in a loss of a deduction by reason of Section 280G of the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the Code, the Executive shall, within thirty (30) days after receipt of the statement, deliver to the Corporation a statement indicating which of the payments and benefits specified in such auditor's statement the Executive elects to receive; provided, however, that the payments and benefits selected by the Executive shall not result in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code and, provided, further, however, that if the Corporation does not comply with the Parachute Procedure, it shall deliver the payments required by this Section 3 within fifteen (15) days after the Date of Termination. Delivery of the statement by the Executive to the Corporation shall - 10 - 11 constitute completion of the Parachute Procedure. (d) The Corporation shall contest any improper assessment of an excise or other tax imposed as a result of a determination that an "excess parachute payment" has been made to the Executive within the meaning of Section 280G of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Code, then the Executive shall pay to the Corporation, upon demand, an amount not to exceed the sum of (i) the excess of the aggregate Total Payments over the aggregate Total Payments that would have been paid without any portion of such payment being deemed an "excess parachute payment" within the meaning of Section 280G of the Code and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate specified in Section 1274(d) of the Code from the date of receipt by the Executive of such excess until the date of such repayment.280G.

Payments Upon Termination. If (i) In the event that the Executive’s employment terminates for any reason, the Company shall pay to the Executive all amounts accrued but unpaid hereunder through the date of termination in respect of Salary, any unpaid Bonus in respect to any completed fiscal year which has ended prior to the date of termination, accrued but unused vacation and any unreimbursed expenses. Amounts owed by the Company in respect of the payments under Section 6(e)(i) hereof or reimbursement for expenses under the provisions of Section 5 hereof shall be paid within five (5) business days of any termination , except amounts payable with respect to unpaid Bonus, which shall be paid at such time bonus amounts are paid to other senior executives. (ii) In the event that prior to a Change in Control, 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), in addition to the amounts specified in subsection (i) above, (A) the Executive shall be entitled to an amount equal to twelve (12) months Salary (less any applicable withholding or similar taxes) at the rate in effect hereunder on the date of such termination, such amount to be payable in substantially equal monthly installments from the date of such termination through the date two months from end of the Company’s fiscal year following the year of such termination (the “Severance Term”); (B) the Company shall pay the Executive an aggregate amount equal to one times the Bonus payable or paid to the Executive in respect of the completed fiscal year which has ended prior to the date of termination, payable in substantially equal monthly installments during the Severance Term; (C) a lump-sum payment equal to twelve (12) times the monthly cost of health continuation coverage for the Executive and her dependents, as provided under COBRA and as determined on the date of termination, whether or not the Executive elects such COBRA coverage; and (D) all outstanding options then held by the Executive shall immediately vest as to the number of covered shares which would otherwise have vested during the Severance Term, assuming no termination of employment had occurred. Payment of any amounts pursuant to this Section 6(e) shall be expressly conditioned upon the Executive’s execution of a general waiver and release of claims against the Company and its officers, directors, agents, and affiliates. (iii) In the event that in connection with or following a Change in Control, 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), in lieu of amounts payable and benefits provided to the Executive pursuant to subsection (ii) above, the Executive shall be entitled to receive (A) a lump-sum cash payment equal to two (2) years after times (x) the Executive’s then-current Salary and (y) the Bonus payable or paid to the Executive in respect of the completed fiscal year which has ended prior to the date of termination; (B) a lump-sum payment equal to twenty four (24) times the monthly cost of health continuation coverage for the Executive and her dependents, as provided under COBRA and as determined on the date of termination, whether or not the Executive elects such COBRA coverage; and (C) all outstanding options then held by the Executive shall immediately vest and be fully exercisable as of the date of such termination. For purposes of this Agreement, the term “Change in Control” shall have the same meaning as “Change in Control of the Corporation, Company” as provided in the Corporation or a Subsidiary shall terminate the Executive's employment other than by reason of the Executive's death, Disability, Retirement or for Cause or if the Executive shall terminate his employment for Good Reason then, in any such event, and subject in each case to Section 2(j) hereof, the Corporation or a Subsidiary will pay to the Executive as compensation for services rendered, beginning not later than the fifth business day following completion of the "Parachute Procedure" (as hereinafter defined) if the Corporation elects to follow such procedure and not later than the fifteenth day after the Date of Termination otherwise: (a) the Executive's Salary through the Date of Termination, any existing fringe benefits (including medical benefits) and incentive compensation for the fiscal year in which the termination occurs in accordance with any arrangements then existing with the Executive and proportionate to the period of the fiscal year which has expired prior to the termination; and (b) a lump sum severance payment equal to one (1) times the Executive's "Base Amount," as such term is defined in Section 280G of the Internal Revenue Code of 1986, as amended Company’s Stock Option Plan (the "Code") (subject to any applicable payroll or other taxes and changes required to be withheld computed at the rate for supplemental payments“Option Plan”), provided that in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times the Executive's Base Amount. The Executive's Base Amount shall be determined in accordance with temporary or final regulations promulgated under Section 280G of the Code then in effect, if any. In the absence of such regulations, if the Executive were not employed by the Corporation (or any corporation or partnership affiliated with the Corporation (an "Affiliate") within the meaning of Section 1504 of the Code or a predecessor of the Corporation) during the entire five calendar years (the "Base Period") preceding the calendar year in which a Change in Control of the Corporation occurred, the Executive's average annual compensation for the purposes of such determination shall be the lesser of (i) the average of the Executive's annual compensation for the complete calendar years during the Base Period during which the Executive was so employed or (ii) the average of the Executive's annual compensation for both complete and partial calendar years during the Base Period during which the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included in the Base Period. Compensation payable to the Executive by the Corporation or any Affiliate or predecessor of the Corporation shall include every type and form of compensation includible in the Executive's gross income in respect of the Executive's employment by the Corporation or any Affiliate or predecessor of the Corporation, including compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired, except to the extent otherwise provided in temporary or final regulations promulgated under Section 280G of the Code. For purposes of this Section 3(b) a "change in control of the Corporation" shall have the meaning set forth in Section 280G of the Code and any temporary or final regulations promulgated thereunder, subject to the limitation stated in Section 3(c) below; and (i) Notwithstanding anything to the contrary contained herein, in the event that any portion of the aggregate payments and (ii) At the option of the Corporation, no payments shall be made pursuant to this Section 3 until the procedure described in this Section 3(c)(ii) is completed (the "Parachute Procedure"). If the Corporation elects to comply with such procedure, the Corporation shall cause its independent auditors to deliver to the Executive, within fifteen (15) days after the Date of Termination, a statement which shall indicate whether payment to the Executive of the Total Payments would cause any portion of the Total Payments not to be deductible in whole or part in the calculation of federal income tax by reason of section 280G of the Code, or would cause, directly or indirectly, an "excess parachute payment" to exist within the meaning of Section 280G of the Code. Such statement shall set forth the value, calculated in accordance with the principles of Section 280G of the Code and any temporary or final regulations promulgated thereunder, of any non-cash benefits or any deferred or contingent payment or benefit payable pursuant to the terms of this Agreement or any other plan, arrangement or benefit, together with sufficient information to enable the Corporation to determine the payments that may be made to the Executive without resulting in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code. The Corporation warrants to the Executive the accuracy of all information and calculations supplied to the Executive in such statement. If such statement indicates that payment of the Total Payments would result in a loss of a deduction by reason of Section 280G of the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the Code, the Executive shall, within thirty (30) days after receipt of the statement, deliver to the Corporation a statement indicating which of the payments and benefits specified in such auditor's statement the Executive elects to receive; provided, however, that the payments and benefits selected by the Executive shall not result in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code and, provided, further, however, that if the Corporation does not comply with the Parachute Procedure, it shall deliver the payments required by this Section 3 within fifteen (15) days after the Date of Termination. Delivery of the statement by the Executive to the Corporation shall - 10 - 11 constitute completion of the Parachute Procedure. (d) The Corporation shall contest any improper assessment of an excise or other tax imposed as a result of a determination that an "excess parachute payment" has been made to the Executive within the meaning of Section 280G of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Code, then the Executive shall pay to the Corporation, upon demand, an amount not to exceed the sum of (i) the excess of the aggregate Total Payments over the aggregate Total Payments that would have been paid without any portion of such payment being deemed an "excess parachute payment" within the meaning of Section 280G of the Code and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate specified in Section 1274(d) of the Code from the date of receipt by the Executive of such excess until the date of such repayment.

Payments Upon Termination. If within two (2) years after a Change in Control of the Corporation, the Corporation or a Subsidiary shall terminate the Executive's employment other than by reason of the Executive's death, Disability, Retirement or for Cause or if the Executive shall terminate his employment for Good Reason then, in any such event, and subject in each case to Section 2(j) hereof, the Corporation or a Subsidiary will pay to the Executive as compensation for services rendered, beginning not later than the fifth business day following completion of the "Parachute Procedure" (as hereinafter defined) if the Corporation elects to follow such procedure and not later than the fifteenth day after the Date of Termination otherwise: (a) the Executive's Salary through the Date of TerminationIf, any existing fringe benefits (including medical benefits) and incentive compensation for the fiscal year in which the termination occurs in accordance with any arrangements then existing with the Executive and proportionate to during the period of time between the fiscal year execution of an agreement to effect a Change of Control(as defined herein) and the actual Date of the Change of Control (as defined herein), Executive’s employment is terminated for Cause (as defined herein), all rights of the Executive under this Agreement shall cease as of the effective date of such termination, except that Executive (i) shall be entitled to receive accrued salary through the date of such termination and (ii) shall be entitled to receive the payments and benefits to which has expired prior to he is then entitled under the employee benefit plans of the Corporation as of the date of such termination; and. (b) If a lump sum severance payment equal to one (1) times the Executive's "Base Amount," as such term is defined in Section 280G Change of the Internal Revenue Code of 1986, as amended (the "Code") (subject to any applicable payroll or other taxes and changes required to be withheld computed at the rate for supplemental payments), provided that in no event shall "Total Payments" Control (as hereinafter defineddefined herein) exceed 2.99 times the Executive's Base Amount. The Executive's Base Amount shall be determined in accordance with temporary or final regulations promulgated under Section 280G of the Code then in effect, if any. In the absence of such regulations, if the Executive were not employed by the Corporation (or any corporation or partnership affiliated with the Corporation (an "Affiliate") within the meaning of Section 1504 of the Code or a predecessor of the Corporation) during the entire five calendar years (the "Base Period") preceding the calendar year in which a Change in Control of the Corporation occurred, the Executive's average annual compensation for the purposes of such determination shall be the lesser of (i) the average of the Executive's annual compensation for the complete calendar years during the Base Period during which occurs and the Executive was so employed or (ii) the average of the Executive's annual compensation not terminated for both complete and partial calendar years during the Base Period during which the Executive was so employed, determined by any compensation (other than nonrecurring items) includible in the Executive's gross income for any partial calendar year or (iii) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such total compensation by the number of whole and fractional years included in the Base Period. Compensation payable Cause prior to the Executive by the Corporation or any Affiliate or predecessor of the Corporation shall include every type and form of compensation includible in the Executive's gross income in respect of the Executive's employment by the Corporation or any Affiliate or predecessor of the Corporation, including compensation income recognized as a result of the Executive's exercise of stock options or sale of the stock so acquired, except to the extent otherwise provided in temporary or final regulations promulgated under Section 280G of the Code. For purposes of this Section 3(b) a "change in control of the Corporation" shall have the meaning set forth in Section 280G of the Code and any temporary or final regulations promulgated thereunder, subject to the limitation stated in Section 3(c) below; and (i) Notwithstanding anything to the contrary contained herein, in the event that any portion of the aggregate payments and (ii) At the option of the Corporation, no payments shall be made pursuant to this Section 3 until the procedure described in this Section 3(c)(ii) is completed (the "Parachute Procedure"). If the Corporation elects to comply with such procedure, the Corporation shall cause its independent auditors to deliver to the Executive, within fifteen (15) days after the Date of Termination, the Change of Control or if during the period of time between the execution of an agreement to effect a statement which shall indicate whether payment to Change of Control (as defined herein) and the Executive of the Total Payments would cause any portion of the Total Payments not to be deductible in whole or part in the calculation of federal income tax by reason of section 280G of the Code, or would cause, directly or indirectly, an "excess parachute payment" to exist within the meaning of Section 280G of the Code. Such statement shall set forth the value, calculated in accordance with the principles of Section 280G of the Code and any temporary or final regulations promulgated thereunder, of any non-cash benefits or any deferred or contingent payment or benefit payable pursuant to the terms of this Agreement or any other plan, arrangement or benefit, together with sufficient information to enable the Corporation to determine the payments that may be made to the Executive without resulting in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code. The Corporation warrants to the Executive the accuracy of all information and calculations supplied to the Executive in such statement. If such statement indicates that payment of the Total Payments would result in a loss of a deduction by reason of Section 280G of the Code or would cause an "excess parachute payment" to exist within the meaning of Section 280G of the Code, the Executive shall, within thirty (30) days after receipt of the statement, deliver to the Corporation a statement indicating which of the payments and benefits specified in such auditor's statement the Executive elects to receive; provided, however, that the payments and benefits selected by the Executive shall not result in a loss of deduction under Section 280G of the Code or an "excess parachute payment" to the Executive within the meaning of Section 280G of the Code and, provided, further, however, that if the Corporation does not comply with the Parachute Procedure, it shall deliver the payments required by this Section 3 within fifteen (15) days after the actual Date of Termination. Delivery Change of the statement by the Control (as defined herein), Executive to the Corporation shall - 10 - 11 constitute completion of the Parachute Procedure. (d) The Corporation shall contest any improper assessment of an excise was terminated or demoted or his salary was reduced, other tax imposed as a result of a determination that an "excess parachute payment" has been made to the Executive within the meaning of Section 280G of the Code. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that an "excess parachute payment" does in fact exist, within the meaning of Section 280G of the Codethan for Cause, then the Executive shall be entitled to receive a lump sum payment equal to 2 times the Executive’s then current Annual Direct Salary (as defined herein), minus applicable withholdings and taxes. Said sum shall be paid to the Executive on the Date of the Change of Control. (c) If a Change of Control (as defined herein) occurs and the Executive was not terminated for Cause prior to the Date of the Change of Control, or if during the period of time between the execution of an agreement to effect a Change of Control (as defined herein) and the actual Date of Change of Control (as defined herein), Executive was terminated or demoted or his salary was reduced, other than for Cause, then the Executive shall receive, in addition to the payment forth in Section 5(b) of this Agreement, continued health care, life insurance, and disability insurance coverage with the Corporation providing, on behalf of Executive, the same contribution level toward Executive’s health care, life insurance and disability insurance coverage, that it was providing prior to the Change of Control. These contributions shall continue for a period of 2 years, if permitted under the terms and conditions of Corporation’s contracts with the insurance providers. If continued coverage is not permitted, Corporation shall pay to the Corporation, upon demand, an amount not to exceed Executive the sum of (i) the excess of the aggregate Total Payments over the aggregate Total Payments that which it would have been paid without any portion of such payment being deemed an "excess parachute payment" within the meaning of Section 280G of the Code and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate specified in Section 1274(d) of the Code from the date of receipt by the Executive of such excess until the date of such repaymenthealth care and/or life insurance and/or disability insurance providers for Executive’s continued coverage.