Common use of Payments Upon Termination Clause in Contracts

Payments Upon Termination. (a) In the event of the termination of your employment hereunder for any reason or for no reason, the Company (a) will pay to you (or to your estate) (i) the portion of your Base Salary that has accrued prior to such termination and has not yet been paid, and (ii) an amount equal to the value of your accrued unused vacation days; and (b) will reimburse you for expenses properly incurred by you on behalf of the Company prior to such termination and properly documented in accordance with Section 3(d) above. Such amounts will be paid promptly after termination. (b) If the Company terminates your employment without Cause, or you terminate your employment with Good Reason, the Company will pay you an amount equal to your Severance Compensation in twenty (20) equal monthly installments in arrears commencing one month after the date of termination and shall also pay you, on the date of your termination, your Accrued Base Compensation as of the termination date. The Company’s obligation to make such payments to you shall cease upon your material breach of any written agreement between you and the Company or of any written policy of the Company by which you are bound, if such breach causes or is likely to cause material harm to the Company. (c) If the Company terminates your employment at any time for Cause, or upon your death or Disability, the Company will pay you your Accrued Base Compensation. (d) Upon any termination of your employment with the Company to which Section 4(b) applies, the Company shall maintain the benefits that you were receiving as of the termination date and shall take such measures as are permissible under its medical, life, and disability insurance and any other employee benefit plans or programs to continue coverage or reimbursement for you (and your family, if applicable) on the same terms (including any required contribution by you) as immediately prior to such termination. If it is not permissible to continue any such coverage under any such insurance plans, the Company will pay you on the same schedule as set forth in Section 4(b), as additional severance compensation, such amount, net of state and federal income taxes payable by you with respect thereto, as will be sufficient for you to obtain such insurance coverage on an individual basis assuming that you (and each member of your family who is to be covered) is a “standard risk” for insurance purposes. Your rights under this Section 4(d) shall continue only for so long as you are entitled to receive payments of Severance Compensation under Section 4(b).

Payments Upon Termination. (a) In If the event Executive’s employment shall be terminated because of the voluntary termination of your employment hereunder for any reason by Executive (including retirement), death, Disability or for no reasonCause, the Company (a) will shall pay the Executive or his guardian or estate his pro rata Annual Salary through the date of termination at the rate in effect at the time of termination and any other amounts owing to you Executive at the date of termination. Further, should termination occur because of retirement, death or Disability, the Company shall pay the Executive, or his guardian or estate, at the end of the fiscal year in which the termination occurred, a prorated award under any incentive bonus plan in which the Executive participates. Other than as specifically set forth herein, the Company shall have no obligation to provide payments of benefits beyond what the Executive (or his beneficiary) is entitled to your estate) (i) under the portion of your Base Salary that has accrued prior to such termination terms and has not yet been paid, and (ii) an amount equal to the value of your accrued unused vacation days; and (b) will reimburse you for expenses properly incurred by you on behalf conditions of the Company prior to such termination various compensation and properly documented in accordance with Section 3(d) above. Such amounts will be paid promptly after terminationbenefit plans and arrangements maintained by the Company. (b) If the Company terminates your Executive’s employment without Cause, or you terminate your employment with Good Reason, is terminated by the Company will pay you an amount equal other than for the reasons or circumstances set forth under Sections 11(a), (b) or (c) hereof or as contemplated in Section 12(c) below, then (i) the Executive shall have the option upon written notice to your Severance Compensation in twenty the Company within ten (2010) equal monthly installments in arrears commencing one month after days of such termination to declare this Agreement to be terminated, null and void and of no further effect (and, if the date of termination and Agreement is so terminated, neither Executive nor Company shall also pay youhave any further duty, on the date of your terminationobligation or liability to each other, your Accrued Base Compensation as of the termination date. The except for Company’s obligation to make pay Executive his pro-rated Annual Salary through the employment termination date and any other amounts owing to the Executive at such payments to you shall cease upon your material breach of any written agreement between you and employment termination date), or (ii) if the Executive does not so terminate this Agreement, the Company or of any written policy of shall continue to pay the Company by which you are bound, if such breach causes or is likely to cause material harm Executive his Annual Salary bi-weekly pursuant to the Company’s regular payroll practices for a period (the “Payment Period”) commencing on the effective date of the Executive’s termination of employment (the “Termination Date”) and ending on the third anniversary of the Termination Date, and in the event this option “(ii)” is selected by the Executive the covenanted time periods in above sections 9(a), (c) and (d) shall be three (3) years, not one (1) year. In addition, the Company shall also maintain in full force and effect (and the Executive shall remain a participant in), for the duration of the Payment Period (or until the Executive’s death, if earlier), all disability, medical and health and accident plans and arrangements to which the Executive was entitled prior to the date of termination, if the Executive’s continued participation is permitted under the general terms and conditions and rules and regulations of such plans and arrangements. During such period of continued participation, the Executive shall remain subject to the same cost sharing requirements as are applicable to all Senior Executives. If the Executive’s participation in any health and accident, medical, or disability plan or arrangement is barred, the Company shall obtain and pay for, on Executive’s behalf, individual insurance plans, policies or programs which provide to Executive health, medical, and disability insurance coverage which is equivalent to the insurance coverage to which Executive was entitled prior to the date of termination. In addition, any and all outstanding stock options and/or other Company equity awards or grants held by the Executive shall become immediately vested and exercisable. (c) If termination occurs as a result of expiration or nonrenewal of the Company terminates your employment at any time for Cause, or upon your death or DisabilityAgreement, the Company Executive will pay you your Accrued Base Compensation. (d) Upon any termination of your employment with the Company to which Section 4(b) applies, the Company shall maintain the benefits that you were receiving as of the termination date and shall take such measures as are permissible under its medical, life, and disability insurance and any other employee benefit plans or programs to continue coverage or reimbursement for you (and your family, if applicable) on the same terms (including any required contribution by you) as immediately prior to such termination. If it is not permissible to continue any such coverage under any such insurance plans, the Company will pay you on the same schedule as set forth in Section 4(b), as additional severance compensation, such amount, net of state and federal income taxes payable by you with respect thereto, as will be sufficient for you to obtain such insurance coverage on an individual basis assuming that you (and each member of your family who is to be covered) is a “standard risk” for insurance purposes. Your rights under this Section 4(d) shall continue only for so long as you are entitled to receive any severance payments or continuation of Severance Compensation benefit coverages except as provided under Section 4(b)law. The Executive will be permitted to exercise vested options and/or other equity grants or awards as prescribed in the agreements governing those options, grants and/or other awards.

Payments Upon Termination. (a) In If the event Executive’s employment shall be terminated because of the voluntary termination of your employment hereunder by Executive (including retirement but other than for any reason Good Reason), death, Disability or for no reasonCause, the Company (a) will shall pay the Executive or his guardian or estate his pro rata Annual Salary through the date of termination at the rate in effect at the time of termination and any other amounts owing to you Executive at the date of termination. Further, should termination occur because of retirement, death or Disability, the Company may elect to pay the Executive, or his guardian or estate, at the end of the fiscal year in which the termination occurred, a prorated award under any incentive bonus plan in which the Executive participates. Other than as specifically set forth herein, the Company shall have no obligation to provide payments of benefits beyond what the Executive (or his beneficiary) is entitled to your estate) (i) under the portion of your Base Salary that has accrued prior to such termination terms and has not yet been paid, and (ii) an amount equal to the value of your accrued unused vacation days; and (b) will reimburse you for expenses properly incurred by you on behalf conditions of the Company prior to such termination various compensation and properly documented in accordance with Section 3(d) above. Such amounts will be paid promptly after terminationbenefit plans and arrangements maintained by the Company. (b) If (i) the Executive’s employment is terminated by the Company other than for the reasons or circumstances set forth under Sections 11(a), (b) or (c) hereof or (ii) if the Executive terminates your his employment without Cause, or you terminate your employment with within 90 calendar days following the occurrence of any of the events constituting Good Reason, then the Company will shall continue to pay you an amount equal the Executive his Annual Salary bi-weekly pursuant to your Severance Compensation the Company’s regular payroll practices for a period (the “Payment Period”) commencing on the effective date of the Executive’s termination of employment (the “Termination Date”) and ending on the second anniversary of the Termination Date. In addition, the Company shall also maintain in twenty full force and effect (20) equal monthly installments in arrears commencing one month after and the Executive shall remain a participant in), for the duration of the Payment Period (or until the Executive’s death, if earlier), all disability, medical and health and accident plans and arrangements to which the Executive was entitled prior to the date of termination termination, if the Executive’s continued participation is permitted under the general terms and conditions and rules and regulations of such plans and arrangements. During such period of continued participation, the Executive shall also remain subject to the same cost sharing requirements as are applicable to all Senior Executives. If the Executive’s participation in any health and accident, medical, or disability plan or arrangement is barred, the Company shall use its best efforts to obtain and pay youfor, on Executive’s behalf, individual insurance plans, policies or programs which provide to Executive health, medical, and disability insurance coverage which is equivalent to the insurance coverage to which Executive was entitled prior to the date of your termination. In addition, your Accrued Base Compensation as of any and all outstanding stock options and/or other Company equity awards or grants held by the termination date. The Company’s obligation to make such payments to you Executive shall cease upon your material breach of any written agreement between you become immediately vested and the Company or of any written policy of the Company by which you are bound, if such breach causes or is likely to cause material harm to the Companyexercisable. (c) If In the event the Executive’s employment is terminated by the Company terminates your within twelve (12) months following a Change in Control, then the Company shall continue to pay the Executive his Annual Salary bi-weekly pursuant to the Company’s regular payroll practices for a period (the “Payment Period”) commencing on the effective date of the Executive’s termination of employment at any time for Cause, or upon your death or Disability(the “Termination Date”) and ending on the third anniversary of the Termination Date. In addition, the Company will shall also maintain in full force and effect (and the Executive shall remain a participant in), for the duration of the Payment Period (or until the Executive’s death, if earlier), all disability, medical and health and accident plans and arrangements to which the Executive was entitled prior to the date of termination, if the Executive’s continued participation is permitted under the general terms and conditions and rules and regulations of such plans and arrangements. During such period of continued participation, the Executive shall remain subject to the same cost sharing requirements as are applicable to all Senior Executives. If the Executive’s participation in any health and accident, medical, or disability plan or arrangement is barred, the Company shall use its best efforts to obtain and pay you your Accrued Base Compensationfor, on Executive’s behalf, individual insurance plans, policies or programs which provide to Executive health, medical, and disability insurance coverage which is equivalent to the insurance coverage to which Executive was entitled prior to the date of termination. In addition, any and all outstanding stock options and/or other Company equity awards or grants held by the Executive shall become immediately vested and exercisable. (d) Upon any If termination occurs as a result of your employment with expiration of the Company to which Section 4(b) appliesAgreement, the Company shall maintain the benefits that you were receiving as of the termination date and shall take such measures as are permissible under its medical, life, and disability insurance and any other employee benefit plans or programs to continue coverage or reimbursement for you (and your family, if applicable) on the same terms (including any required contribution by you) as immediately prior to such termination. If it is Executive will not permissible to continue any such coverage under any such insurance plans, the Company will pay you on the same schedule as set forth in Section 4(b), as additional severance compensation, such amount, net of state and federal income taxes payable by you with respect thereto, as will be sufficient for you to obtain such insurance coverage on an individual basis assuming that you (and each member of your family who is to be covered) is a “standard risk” for insurance purposes. Your rights under this Section 4(d) shall continue only for so long as you are entitled to receive any severance payments or continuation of Severance Compensation benefit coverages except as provided under Section 4(b)law. The Executive will be permitted to exercise vested options and/or other equity grants or awards as prescribed in the agreements governing those options, grants and/or other awards.

Payments Upon Termination. (ai) Upon termination of this Agreement for any reason, Employee shall be entitled to all compensation and benefits earned but not yet paid up to and including the termination date, including Base Salary, pro rata bonus, if any, in the year of termination (payable in accordance with Company policy), and any other incentive compensation. Unless otherwise specified in this Agreement, unused vacation shall be treated in accordance with Company policy. (ii) In the event of the Employee's (A) termination of your employment hereunder for any reason or for no reason, this Agreement by the Company other than for Cause, or (aB) will pay termination of employment by Employee for "Good Reason" (as defined below), in addition to you (or to your estate) the Company's obligations set forth in subparagraph (i) the portion of your Base Salary that has accrued prior above, Employee shall be entitled to such termination and has not yet been paid, and (ii) severance in an amount equal to one full year of Base Salary (the value "Severance Amount"), all unvested Options then held by Employee shall immediately vest and Employee shall retain all rights to the Options, but shall have a period of your accrued unused vacation days; and nine (b9) will reimburse you for expenses properly incurred by you on behalf months following the Date of the Company prior Termination in which to exercise such termination and properly documented Options, in accordance with Section 3(dthe option agreement governing such options (the "Option Agreement"), and Employee shall continue to receive employee benefits for a period of six months following the Date of Termination and the Employee's eligible dependents will continue to participate in all of Company's health and welfare plans (or Company-provided equivalent benefits) abovein which such dependents participated prior to the Date of Termination, subject to the Employee continuing to make any required contributions for such participation. Such amounts will Following such 6-month period, Employee shall be paid promptly after termination. (b) If the Company terminates your employment without Cause, or you terminate your employment with Good Reason, the Company will pay you an amount equal entitled to your Severance Compensation in twenty (20) equal monthly installments in arrears commencing one month after the date of termination and shall also pay you, on the date of your termination, your Accrued Base Compensation as all benefits ordinarily accorded terminated employees of the termination dateCompany. The Company’s 's obligation to make such payments the foregoing employee benefits available to you Employee and his eligible dependents shall cease upon your material breach Employee becoming eligible for comparable benefits from a subsequent employer. Effective upon the Date of any written agreement between you Termination pursuant to clause (A) or (B) above, in consideration of the payment of the Severance Amount and as a condition to the payment thereof, Employee acknowledges that payment of the Severance Amount and the Company or of any written policy provision of the other benefits contemplated hereby shall constitute complete satisfaction of all obligations owed by the Company by which you are bound, if such breach causes or is likely to cause material harm to the Employee and shall further constitute Employee's sole remedy against the Company. (ciii) If In the event of a termination by Employee other than for Good Reason, in addition to the Company's obligations set forth in subparagraph (i) above, Employee shall retain that portion of the Options which have vested prior to the Date of Termination, but shall have a period of ninety (90) days from the Date of Termination in which to exercise such Options. In the event of a termination by the Company terminates your employment at any time for Cause, or upon your death or Disability, the Company will pay you your Accrued Base Compensationprovisions of Section 5(f) below shall govern. (div) Upon any In the event of a termination of your employment with by reason of Employee's death or disability, in addition to the Company to which Section 4(bCompany's obligations set forth in subparagraph (i) appliesabove, the Company shall maintain the benefits that you were receiving as of the termination date and shall take such measures as are permissible under its medical, life, and disability insurance and any other employee benefit plans all unvested Options then held by Employee (or programs to continue coverage or reimbursement for you (and your familyhis estate, if applicable) on the same terms shall immediately vest and Employee (including any required contribution by you) as immediately prior to such termination. If it is not permissible to continue any such coverage under any such insurance plans, the Company will pay you on the same schedule as set forth in Section 4(b), as additional severance compensation, such amount, net of state and federal income taxes payable by you with respect thereto, as will be sufficient for you to obtain such insurance coverage on an individual basis assuming that you (and each member of your family who is to be covered) is a “standard risk” for insurance purposes. Your rights under this Section 4(dor his estate) shall continue only for so long as you are entitled retain all rights to receive payments the Options, but shall have a period of Severance Compensation under Section 4(b)eighteen (18) months from the Date of Termination in which to exercise such Options.

Payments Upon Termination. If this Agreement is terminated for any reason set forth in Section 7, then Employee shall be entitled to receive (a) In his Base Salary for the event applicable calendar year through the date of the termination at the Applicable Percentage times the combined EBITDA of your employment hereunder for any reason or for no reason, the Company (a) will pay to you (or to your estate) and FR for the twelve month period ending on the last day of the calendar month immediately preceding the date of termination multiplied by a fraction, (i) the portion numerator of your Base Salary that has accrued prior to which shall be the number of days Employee was employed during the then such termination and has not yet been paid, current calendar year and (ii) an the denominator of which shall be three hundred sixty-five (365) (for avoidance of doubt, the amount equal of draws paid by Company to the value of your accrued unused vacation days; and Employee during such calendar year as contemplated by Section 4.02, shall be credited against such amount), (b) will reimburse you for expenses properly incurred by you on behalf any accrued and unused vacation or paid time off time through the date of the Company prior to such termination termination, and properly documented (c) reimbursement of any business expenses incurred in accordance with Section 3(d) above. Such amounts will be paid promptly after termination. (b) If the Company terminates your employment without Cause, or you terminate your employment with Good Reason, the Company will pay you an amount equal to your Severance Compensation in twenty (20) equal monthly installments in arrears commencing one month after ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.04. Any overpayments or underpayments shall be paid by one party to the other, as applicable, within thirty (30) days following the final calculation. If Employee’s employment is terminated pursuant to Section 7.01(e) or (f) and provided that Employee shall also pay youhave executed and delivered to the Company the Company’s standard form of release of claims and any period for rescission of such release shall have expired without Employee having rescinding such release, then Employee shall be entitled to receive the Severance Amount (as defined below), payment of which shall be made over a one (1) year period at the same times and in the same manner as his Base Salary had been paid to Employee prior to the termination of his employment hereunder. As used herein, the “Severance Amount” shall be equal to the combined EBITDA of the Company and FR for the twelve month period ending on the last day of the calendar month immediately preceding the date of your termination, your Accrued Base Compensation as of termination multiplied by the termination date. The Company’s obligation to make such payments to you shall cease upon your material breach of any written agreement between you and the Company or of any written policy of the Company by which you are bound, if such breach causes or is likely to cause material harm to the CompanyApplicable Percentage. (c) If the Company terminates your employment at any time for Cause, or upon your death or Disability, the Company will pay you your Accrued Base Compensation. (d) Upon any termination of your employment with the Company to which Section 4(b) applies, the Company shall maintain the benefits that you were receiving as of the termination date and shall take such measures as are permissible under its medical, life, and disability insurance and any other employee benefit plans or programs to continue coverage or reimbursement for you (and your family, if applicable) on the same terms (including any required contribution by you) as immediately prior to such termination. If it is not permissible to continue any such coverage under any such insurance plans, the Company will pay you on the same schedule as set forth in Section 4(b), as additional severance compensation, such amount, net of state and federal income taxes payable by you with respect thereto, as will be sufficient for you to obtain such insurance coverage on an individual basis assuming that you (and each member of your family who is to be covered) is a “standard risk” for insurance purposes. Your rights under this Section 4(d) shall continue only for so long as you are entitled to receive payments of Severance Compensation under Section 4(b).

Payments Upon Termination. (a) In Except as provided in Section 6.6 above, if during the event term of this Agreement, the termination of your Company terminates Executive’s employment hereunder for any reason other than Cause, death or, Disability or the Executive resigns for no reasonGood Reason, Executive shall receive the Company (a) will pay to you (or to your estate) following compensation: (i) the portion of your his then current Annual Base Salary that which has accrued prior to such termination and has not yet been paid, and through his date of termination; (ii) an amount equal any vested incentive payments, stock options and restricted stock to which Executive is entitled as of the date of termination pursuant to this Agreement or any bonus or incentive compensation plan in which he is then participating, provided the payment thereof is not contingent or conditional on Executive’s continued employment with the Company or the satisfaction of any other condition which has not been satisfied; provided, however, the Company shall give good faith consideration to paying Executive a pro-rata or full bonus for the bonus period most recently completed by Executive; (iii) any payments for unused vacation and floating holidays, and reimbursement of expenses, which are due, accrued or payable as of the date of Executive’s termination; and (iv) if Executive signs a release of claims in a form acceptable to the value Company, the Company shall pay to Executive, in addition to the amounts set forth above, the following severance payments and benefits: (A) salary continuation at Executive’s then current Annual Base Salary for a 24-month period, 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 your accrued unused vacation days; claims and any revocation period has expired; (bB) will reimburse you medical and dental coverage continuation for expenses properly incurred by you on behalf a 24-month period following Executive’s termination as if Executive had remained employed with the Company and to the same extent provided to Executive and his family immediately prior to the date of termination other than as part of across-the-board changes affecting such coverage for similarly situated executives of the Company prior to such during this 24-month period; and (C) payment in full of any and all unpaid Retention Payments, payable no later than thirty (30) days after the date of Executive’s termination and properly documented in accordance with Section 3(d) above. Such amounts will be paid promptly after terminationof employment. (b) If Executive’s employment terminates as a result of him becoming totally disabled (as defined in Section 6.3) or death, then Executive or his heirs shall be entitled to payment of the Company terminates your employment without Causeamounts set forth in Sections 6.6(a)(i), or you terminate your employment with Good Reason(ii) and (iii) above, the Company will pay you plus a payment in an amount equal to your Severance Compensation in twenty one-half of Executive’s then current Annual Base Salary, payable no later than thirty (2030) equal monthly installments in arrears commencing one month days after the date of Executive’s termination and shall also pay you, on the date of your termination, your Accrued Base Compensation as of the termination date. The Company’s obligation to make such payments to you shall cease upon your material breach of any written agreement between you and the Company or of any written policy of the Company by which you are bound, if such breach causes or is likely to cause material harm to the Companyemployment. (c) If the Company terminates your Executive’s employment at any time for CauseCause or if Executive voluntarily resigns for other than Good Reason, or upon your death or DisabilityExecutive shall only be entitled to the compensation set forth in Sections 6.6(a)(i), (ii) and (iii) above. Such amounts shall be paid in accordance with the Company will pay you your Accrued Base CompensationCompany’s normal payroll procedures and policies. (d) Upon Notwithstanding anything herein to the contrary, to the extent that the Company in good faith determines that any termination payment pursuant to this Section 6.7 provides for a “deferral of your employment compensation” under Section 409A of the Internal Revenue Code, as amended (“Section 409A”), no amounts shall be payable to Executive pursuant to this Section 6.7 prior to the earlier of (i) Executive’s death or “disability” (within the meaning of Section 409A(a)(2)(C)), or (ii) the date that is six months following the date of Executive’s “separation from service” with the Company to which (within the meaning of Section 4(b) applies, the Company shall maintain the benefits that you were receiving as of the termination date and shall take such measures as are permissible under its medical, life, and disability insurance and any other employee benefit plans or programs to continue coverage or reimbursement for you (and your family, if applicable) on the same terms (including any required contribution by you) as immediately prior to such termination. If it is not permissible to continue any such coverage under any such insurance plans, the Company will pay you on the same schedule as set forth in Section 4(b), as additional severance compensation, such amount, net of state and federal income taxes payable by you with respect thereto, as will be sufficient for you to obtain such insurance coverage on an individual basis assuming that you (and each member of your family who is to be covered) is a “standard risk” for insurance purposes. Your rights under this Section 4(d) shall continue only for so long as you are entitled to receive payments of Severance Compensation under Section 4(b409A).

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 thirty (30) days of the date of such termination all Salary and other compensation and vested benefits accrued but unpaid as of the date of such termination. 12.7.2 If this Agreement is terminated pursuant to Section 12.2 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 within thirty (30) days of the date of such termination, (a) In the event all Salary and other compensation and vested benefits accrued but unpaid as of the termination date of your employment hereunder for any reason or for no reason, the Company (a) will pay to you (or to your estate) (i) the portion of your Base Salary that has accrued prior to such termination and has not yet been paid, and (ii) an amount equal to the value of your accrued unused vacation daystermination; and (b) will reimburse you for expenses properly incurred by you on behalf an allocable RCJ Veridian Corporation Employment Agreement Form portion of any incentive compensation that the Company, using its reasonable business discretion, determines would have been earned had Executive remained through the end of the year in which such termination occurs. 12.7.3 If this Agreement is terminated by the Company pursuant to Section 12.4 or pursuant to Section 12.5, then, in addition to the Salary earned by Executive prior to the date of such termination termination, the Company shall (a) pay Executive, within thirty (30) days of the date of such termination, all Salary and properly documented other compensation and vested benefits accrued but unpaid as of the date of termination, and (b) make severance payments in amounts and forms determined in accordance with Section 3(d) above. Such amounts will be paid promptly after terminationthe Company's severance policy for senior corporate executives then in effect, if any. 12.7.4 If this Agreement is terminated pursuant to Section 12.6, then, in addition to the Salary earned by Executive prior to the date of such termination, the Company shall pay Executive, within thirty (30) days of the date of such termination, (a) all Salary and other compensation and vested benefits accrued but unpaid as of the date of termination, (b) If an allocable portion of any incentive compensation that the Company, using its reasonable business discretion, determines would have been earned had Executive remained employed through the end of the year in which such termination occurs, plus two-thirds of one full year, determined pro rata based on target bonus, and (c) a lump-sum severance payment in the amount of two times Executive's annual Salary then in effect. In addition: (d) the Company terminates your employment without Causeshall provide continuation of medical benefits, or you terminate your employment with Good Reasona cash equivalent, for a period of two years or until Executive obtains new employment, whichever is the shorter period, (e) the Company will shall pay you an amount equal to your Severance Compensation in twenty (20) equal monthly installments in arrears commencing for outplacement services for Executive for a period of one month after year following the date of such termination or until Executive obtains a comparable position, whichever occurs first, and shall also pay you, (f) on the date of your such termination, your Accrued Base Compensation as of the termination date. The Company’s obligation to make such payments to you shall cease upon your material breach of any written agreement between you and the Company or of any written policy all rights of the Company by which you are bound, if such breach causes or is likely under the Stock Purchase Agreement to cause material harm to repurchase the Company. (c) If ownership interests of Executive in the Company terminates your employment at any time for Cause, or upon your death or Disability, 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 will pay you your Accrued Base Compensationthen outstanding and held by Executive shall fully vest. (d) Upon any termination of your employment with the Company to which Section 4(b) applies, the Company shall maintain the benefits that you were receiving as of the termination date and shall take such measures as are permissible under its medical, life, and disability insurance and any other employee benefit plans or programs to continue coverage or reimbursement for you (and your family, if applicable) on the same terms (including any required contribution by you) as immediately prior to such termination. If it is not permissible to continue any such coverage under any such insurance plans, the Company will pay you on the same schedule as set forth in Section 4(b), as additional severance compensation, such amount, net of state and federal income taxes payable by you with respect thereto, as will be sufficient for you to obtain such insurance coverage on an individual basis assuming that you (and each member of your family who is to be covered) is a “standard risk” for insurance purposes. Your rights under this Section 4(d) shall continue only for so long as you are entitled to receive payments of Severance Compensation under Section 4(b).

Payments Upon Termination. (a) Following any termination of Employee’s employment under this Agreement, all compensation and benefits provided to Employee under this Agreement shall cease to accrue as of the date of such termination, with Employee entitled to all base salary and benefits hereunder accrued through the effective date of termination, except as set forth in the paragraphs below. f. In the event case of the a termination of your employment hereunder for any reason arising under Section 5(b) from Employee’s death or for no reasonunder Section 5(c) from Employee’s incapacity or disability, the Company (a) will shall, for a period of one month following death, incapacity or disability, pay to you (Employee’s representative or estate an amount equal to your estateEmployee’s regular monthly installment of base salary and continue the benefit programs in which Employee was participating at the time of death, incapacity or disability, including paying all premiums for coverage for dependent family members. g. In the case of a termination arising under Section 5(d) from the Company’s termination of Employee without Cause, then, subject in all cases to Employee’s execution and delivery to the Company of a release and waiver of claims in customary and negotiated form reasonably acceptable to the Company, the Company shall: (i) pay Employee severance pay in the portion form of your Base Salary that has accrued prior continuation of Employee’s then-current base salary, less standard deductions and withholdings, for a period of 12 months from the effective date of Employee’s termination of employment with Company, with such payments to such termination and has be made at the same time as the base salary otherwise would have been payable had Employee not yet been paid, terminated; and (ii) an amount equal if Employee elects continued coverage under COBRA, reimburse him for his health insurance premiums (for both himself and his family) for a period of 12 months from the effective date of Employee’s termination of employment with Company, but only if and to the value of your accrued unused vacation days; and (b) will reimburse you for expenses properly incurred by you on behalf of extent that the Company prior to was paying such termination and properly documented in accordance with Section 3(d) above. Such amounts will be paid promptly after premiums at the time of termination. h. In the case of a termination arising under Section 5(e) from the Company’s termination with Cause or under Section 5(a) from the resignation of the Employee, then (bi) If no severance or continued benefits shall be due to Employee and (ii), if there are any damages to the Company terminates your employment without arising by virtue of the events, actions or omissions constituting Cause, or you terminate your employment with Good Reason, the Company will pay you an amount equal to your Severance Compensation in twenty (20) equal monthly installments in arrears commencing one month after the date of termination and shall also pay you, on the date of your termination, your Accrued Base Compensation as of the termination date. The Company’s obligation to make such payments to you shall cease upon your material breach of any written agreement between you and the Company or of any written policy of the Company by which you are bound, if such breach causes or is likely to cause material harm to the Company. (c) If the Company terminates your employment at any time for Cause, or upon your death or Disability, the Company will pay you your Accrued Base Compensation. (d) Upon any termination of your employment with the Company to which Section 4(b) applies, then the Company shall maintain be entitled to offset the benefits that you were receiving as amount of the termination date and shall take such measures as are permissible under its medical, life, and disability insurance and any other employee benefit plans or programs to continue coverage or reimbursement for you (and your family, if applicable) on the same terms (including any required contribution by you) as immediately prior to such termination. If it is not permissible to continue any such coverage under damages against any such insurance plans, the Company will pay you on the same schedule as set forth in Section 4(b), as additional severance compensation, such amount, net of state and federal income taxes payable by you with respect thereto, as will be sufficient for you amounts owed to obtain such insurance coverage on an individual basis assuming that you (and each member of your family who is to be covered) is a “standard risk” for insurance purposes. Your rights Employee under this Section 4(d) shall continue only for so long as you are entitled to receive payments of Severance Compensation under Section 4(b)Section.

Payments Upon Termination. (a) In If the event of the termination of your Executive's employment hereunder for any terminates by reason or for no reason, the Company (a) will pay to you (or to your estate) of: (i) resignation by the portion Executive or abandonment by the Executive of your Base Salary that has accrued prior to such termination and has not yet been paid, and his employment, (ii) an amount equal Termination by the Company For Cause (as defined below), or (iii) the Executive's death or Disability (as defined below), then the Company shall pay to the value of your accrued unused vacation days; and (b) will reimburse you for expenses properly incurred by you on behalf of Executive or his beneficiary or his estate, as the Company prior to such termination and properly documented in accordance with Section 3(d) above. Such amounts will be paid promptly after terminationcase may be, his Base Salary through the Termination Date. (b) If the Executive's employment hereunder terminates for one of the following reasons and he is not entitled to any payments pursuant to the Management Agreement: (i) termination by the Company terminates your employment without other than Termination by the Company For Cause, (ii) termination by the Company other than because of the Executive's Disability (as defined below), or (iii) expiration of the Employment Period following a written notice from the Company pursuant to Section 1 hereof, then the Company (A) shall pay to the Executive in 12 equal monthly installments after the Termination Date an amount equal the Executive's Base Salary as of the Termination Date, and (B) shall provide to the Executive continuing health care coverage for the 12-month period commencing on the first day of the month immediately after the month in which the Termination Date occurs, so long as the Executive timely elects continuing health care coverage under COBRA following the Termination Date. The Company either shall make group health insurance available to the Executive on the same basis and on the same terms that such insurance is made available to senior executives of the Company or you terminate your employment shall provide him with Good Reasonan individual health insurance policy, provided that the Executive is able to comply with all requirements respecting insurability. So long as the Executive is covered under the Company's group health insurance program, the Company will shall pay you an amount equal to your Severance Compensation in twenty (20) equal monthly installments in arrears commencing one month after the date of termination and shall also pay you, on the date of your termination, your Accrued Base Compensation as same portion of the termination datepremium as the Company pays for its senior executives for such coverage, and any portion of the premium for such coverage payable by the Executive shall be paid by him at least monthly on or before the last day of each month during which he is subject to such coverage. The So long as the Executive is covered by an individual health insurance policy provided by the Company’s obligation , he shall pay the Company at least monthly on or before the last day of each month during which he has such coverage the same amount that he last paid to make such payments to you shall cease upon your material breach the Company for his portion of any written agreement between you the premium for coverage under the Company's group health insurance program, and the Company or of any written policy shall pay the balance of the Company by which you are bound, if premium for such breach causes or is likely individual coverage up to cause material harm to the Companya maximum of $500.00 per month. (c) If Notwithstanding the Company foregoing provisions of this Section 6, if the Executive's employment hereunder terminates your employment at any the time for Causeof, or upon your death following, or Disabilityin connection with, any Change in Control (as defined in the Company will pay you your Accrued Base CompensationManagement Agreement), then the Executive's rights to payments and benefits following his employment termination shall be determined by the terms of the Management Agreement, and he shall not be entitled to receive any payments or benefits as provided in Section 6(b). (d) Upon any termination of your employment with Termination by the Company For Cause" shall mean the Executive's employment termination for: (i) a persistent failure by the Executive to perform the duties and responsibilities of his employment hereunder, which Section 4(b) applies, failure is willful and deliberate on the Executive's part and is not remedied by him within 30 days after the Executive's receipt of written notice from the Company shall maintain of such failure; (ii) an act or acts of dishonesty undertaken by the benefits that you were receiving as Executive and intended to result in substantial gain or personal enrichment of the termination date Executive at the expense of the Company; (iii) unlawful conduct or gross misconduct that is willful and shall take such measures as are permissible under its medical, life, and disability insurance and any other employee benefit plans or programs to continue coverage or reimbursement for you (and your family, if applicable) deliberate on the same terms Executive's part and that, in either event, is materially injurious to the reputation or financial interests of the Company; (including any required contribution iv) the conviction of the Executive of or his entry of a nolo contendre plea to a felony; or (v) a material breach by you) as immediately prior to such termination. If it the Executive of this Agreement, which breach is not permissible to continue any such coverage under any such insurance plans, remedied by him within ten days after the Executive's receipt of written notice from the Company will pay you on the same schedule as set forth in Section 4(b), as additional severance compensation, of such amount, net of state and federal income taxes payable by you with respect thereto, as will be sufficient for you to obtain such insurance coverage on an individual basis assuming that you (and each member of your family who is to be covered) is a “standard risk” for insurance purposes. Your rights under this Section 4(d) shall continue only for so long as you are entitled to receive payments of Severance Compensation under Section 4(b)breach.

Payments Upon Termination. If after a Change of Control and within eighteen months after a Change of Control shall occur, the Company shall terminate the Employee’s employment other than by reason of the Employee’s death, Disability, Retirement or for Cause or if the Employee shall terminate his or her employment for Good Reason then, (a) the Company will pay to the Employee as compensation for services rendered, (subject to any applicable payroll or other taxes required to be withheld) commencing on the first day of the month following the month of termination, one-twelfth (1/12) of Base Salary of the Employee payable once monthly until the date which is eighteen months after the Date of Termination determined as if there were no Disputes. (b) In the event of that any payment or benefit received or to be received by the Employee in connection with a Change in Control or the termination of your the Employee’s employment hereunder for (whether pursuant to the terms of this Agreement or any reason other plan, arrangement or for no reasonagreement with the Company, any person whose actions result in a Change in Control or any person affiliated with the Company or such person) (collectively with the payments and benefits hereunder, “Total Payments”) would not be deductible (in whole or part) as a result of section 280G of the Internal Revenue Code of 1986, as amended and the regulations thereunder (the “Code”) by the Company, an affiliate or other person making such payment or providing such benefit, the Company payments and benefits hereunder shall be reduced until no portion of the Total Payments is not deductible, or the payments and benefits hereunder are reduced to zero. At the Company’s sole discretion, such reduction may be effected by extending the date the payment would otherwise be due by not more than one year or by decreasing the amount of the payment or benefit otherwise due and payable. For purposes of this limitation (i) no portion of the Total Payments the receipt or enjoyment of which the Employee shall have effectively waived in writing prior to the date of payment under subsection (a) will pay shall be taken into account, (ii) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel selected by the Employee and acceptable to you the Company’s independent auditors, is not likely to constitute a “parachute payment” within the meaning of section 280G(b)(2) of the Code, (or iii) the payments and benefits hereunder shall be reduced only to your estate) the extent necessary so that, in the opinion of the tax counsel referred to in clause (ii), the Total Payments (other than those referred to in clauses (i) or (ii)) in their entirety are likely to constitute reasonable compensation for services actually rendered within the meaning of section 280G(b)(4) of the Code or are otherwise not likely to be subject to disallowance as deductions; and (iv) 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. (c) In the event that any payment or benefit received or to be received by the Employee in connection with a Change in Control or the termination of the Employee’s employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a Change in Control or any person affiliated with the Company or such person) (collectively with the payments and benefits hereunder, “Total Payments”) would not be deductible (in whole or part) as a result of Section 162(m) of the Code, or any combination of Section 162(m) and Section 280G of the Code, by the Company, an affiliate or other person making such payment or providing such benefit, the payments and benefits hereunder shall be reduced until no portion of your Base Salary that has accrued the Total Payments is not deductible, or the payments and benefits hereunder are reduced to zero. At the Company’s sole discretion, such reduction may be effected by extending the date the payment would otherwise be due by not more than one year or by decreasing the amount of the payment or benefit otherwise due and payable. For purposes of this limitation (i) no portion of the Total Payments the receipt or enjoyment of which the Employee shall have effectively waived in writing prior to such termination and has not yet been paidthe date of payment under subsection (a) shall be taken into account, and (ii) an amount equal the payments and benefits hereunder shall be reduced only to the value extent necessary so that, in the opinion of your accrued unused vacation days; tax counsel selected by the Employee and (b) will reimburse you for expenses properly incurred by you on behalf of the Company prior to such termination and properly documented in accordance with Section 3(d) above. Such amounts will be paid promptly after termination. (b) If the Company terminates your employment without Cause, or you terminate your employment with Good Reason, the Company will pay you an amount equal to your Severance Compensation in twenty (20) equal monthly installments in arrears commencing one month after the date of termination and shall also pay you, on the date of your termination, your Accrued Base Compensation as of the termination date. The Company’s obligation to make such payments to you shall cease upon your material breach of any written agreement between you and the Company or of any written policy of the Company by which you are bound, if such breach causes or is likely to cause material harm acceptable to the Company. ’s independent auditors, the Total Payments (cother than those referred to in clause (i)) If in their entirety are likely to constitute performance-based compensation or remuneration payable on a commission basis within the Company terminates your employment at any time for Causemeaning of Section 162(m)(4) of the Code, do not exceed the $1,000,000 limitation of Section 162(m)(1) of the Code, or upon your death or Disability, the Company will pay you your Accrued Base Compensation. (d) Upon any termination of your employment with the Company to which Section 4(b) applies, the Company shall maintain the benefits that you were receiving as of the termination date and shall take such measures as are permissible under its medical, life, and disability insurance and any other employee benefit plans or programs to continue coverage or reimbursement for you (and your family, if applicable) on the same terms (including any required contribution by you) as immediately prior to such termination. If it is otherwise not permissible to continue any such coverage under any such insurance plans, the Company will pay you on the same schedule as set forth in Section 4(b), as additional severance compensation, such amount, net of state and federal income taxes payable by you with respect thereto, as will be sufficient for you to obtain such insurance coverage on an individual basis assuming that you (and each member of your family who is likely to be covered) is a “standard risk” for insurance purposes. Your rights under this Section 4(d) shall continue only for so long subject to disallowance as you are entitled to receive payments of Severance Compensation under Section 4(b)deductions.

Payments Upon Termination. (a) In Upon termination of your employment for any reason you will become entitled to (i) any accrued and unpaid base salary and contractual benefits up to the event date of termination, and (ii) any accrued and unpaid vacation pay up to the date of termination ((i) and (ii) being collectively referred to as the “Accrued Compensation”). The Company reserves the right in its absolute discretion to terminate your employment immediately or at any time after a Notice of Termination has been served by either party. Where applicable, the Company also reserves the right to make a payment in lieu of any notice which may be given by the Company and stated in such Notice of Termination. Such payment will consist of Accrued Compensation (as defined in paragraph 20.2(a) hereof) and pay and benefits for the period to the date on which your notice would otherwise have expired but excluding any payment for holiday accruing during any such unworked notice period. For the avoidance of doubt, the Company’s right to make a payment in lieu of notice does not give you a right to receive such a payment in lieu of notice. The Company may, at its absolute discretion, require you not to attend at work and/or not to undertake all or any of your duties hereunder during any period of notice (whether given by the Company or you), provided always that the Company shall continue to pay your salary and contractual benefits as detailed herein. For the avoidance of doubt, there is no obligation on the Company to provide you with any work during any period of notice and you will not be entitled to work on your own account or on account of any other person, firm or company during that period. (b) Upon termination of your employment due to death, in addition to Accrued Compensation, your estate will become entitled to an amount equal to the bonus that you would have been entitled to receive for the fiscal year in which the termination of your employment hereunder for any reason or for no reasonoccurs had you continued to be employed until the end of such fiscal year, the Company (a) will pay to you (or to your estate) multiplied by a fraction (i) the portion numerator of which is the number of days in such fiscal year through to the date on which your employment terminates and (ii) the denominator of which is 365 (a “Pro-rata Bonus”). (c) Upon a termination of your Base Salary that has accrued prior employment (1) by the Company “without cause” (as defined in paragraph 20.1(e) hereof), (2) by you for “good reason” (as defined in paragraph 20.1(d) hereof) (including upon a “Change of Control” (as defined in paragraph 20.3) hereof)), or (3) by the Company where PHI Non-Eligibility occurs (as defined in paragraph 20.1(b)), in addition to such termination and has not yet been paidAccrued Compensation, you will become entitled to (i) a sum equivalent to your base salary for twelve (12) months following the date of termination, and (ii) an amount equal to the value of your accrued unused vacation days; and (b) will reimburse you for expenses properly incurred by you on behalf of the Company prior to such termination and properly documented in accordance with Section 3(d) above. Such amounts will be paid promptly after terminationPro-rata Bonus. (bd) If You shall not be required to mitigate the Company terminates your amount of any payment provided for under this paragraph by seeking other employment without Cause, or otherwise and no payment shall be offset or reduced by the amount of any compensation or benefits provided to you terminate your employment with Good Reason, the Company will pay you an amount equal to your Severance Compensation in twenty (20) equal monthly installments in arrears commencing one month after the date of termination and shall also pay you, on the date of your termination, your Accrued Base Compensation as of the termination dateany subsequent employment. The Company’s obligation to make such the payments to you provided for in this paragraph and otherwise perform its obligations hereunder shall cease upon your material breach of not be affected by any written agreement between you and circumstances, including, without limitation, set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against you or of any written policy of the Company by which you are bound, if such breach causes or is likely to cause material harm to the Companyothers. (c) If the Company terminates your employment at any time for Cause, or upon your death or Disability, the Company will pay you your Accrued Base Compensation. (d) Upon any termination of your employment with the Company to which Section 4(b) applies, the Company shall maintain the benefits that you were receiving as of the termination date and shall take such measures as are permissible under its medical, life, and disability insurance and any other employee benefit plans or programs to continue coverage or reimbursement for you (and your family, if applicable) on the same terms (including any required contribution by you) as immediately prior to such termination. If it is not permissible to continue any such coverage under any such insurance plans, the Company will pay you on the same schedule as set forth in Section 4(b), as additional severance compensation, such amount, net of state and federal income taxes payable by you with respect thereto, as will be sufficient for you to obtain such insurance coverage on an individual basis assuming that you (and each member of your family who is to be covered) is a “standard risk” for insurance purposes. Your rights under this Section 4(d) shall continue only for so long as you are entitled to receive payments of Severance Compensation under Section 4(b).

Payments Upon Termination. (ai) Upon the death or Disability of the Executive, the Executive or his estate or legal representative shall be entitled to all compensation and benefits earned but not yet paid to and including the date of termination, including (i) Base Salary, (ii) determined but unpaid Annual Bonus approved by the Compensation Committee for the prior year, (iii) accrued and unused vacation days, (iv) any amounts or benefits owing to the Executive or to the Executive’s beneficiaries under then applicable benefit plans of the Company (excluding any severance plan, program, agreement or arrangement) and (v) reimbursement of expenses properly incurred by the Executive (together, the “Accrued Benefits”). In addition, the Executive or his estate or legal representative shall be entitled to a lump sum amount equal to a pro rated portion, through the last day of the calendar month immediately preceding the date of termination, of the Annual Bonus for the current year, based on the achievement of the applicable performance criteria for the year of the Executive’s death (the “Pro Rated Bonus Amount”). In the event of the Executive’s Disability, any amounts payable as compensation during the period of disability or illness shall be reduced by any amounts paid during such period under any disability plan or similar insurance of the Company. (ii) Upon termination of your employment hereunder this Agreement by the Company for any reason other than death, Disability or Cause, and upon termination of this Agreement by the Executive for no reasonGood Reason, the Company (a) will pay Executive shall be entitled to you (or to your estate) (i) the portion of your Base Salary that has accrued prior to such termination and has not yet been paidall Accrued Benefits, and (ii) the Pro Rated Bonus Amount and (iii) payment of severance in an amount equal to the value sum of your accrued unused vacation days; and his annual Base Salary plus his Annual Bonus for one year (btogether, the “Severance Amount”), which shall be payable in equal installments over the course of twelve (12) will reimburse you for expenses properly incurred by you on behalf of the Company prior to such termination and properly documented months in accordance with Section 3(d) abovethe Company’s normal payroll practices, or in such other amounts and at such other times as the parties may mutually agree in writing. Such amounts will In addition, the Executive and his covered dependents shall be paid promptly after entitled to continued participation for the one-year period following the date of termination in such medical, dental and hospitalizalion insurance coverage in which the Executive and his eligible dependents were participating immediately prior to the date of termination, on the same terms and conditions as applicable immediately prior to the Executive’s termination. (biii) If Upon termination of this Agreement by the Company terminates your employment without for Cause, or you terminate your employment with upon termination of this Agreement by the Executive without Good Reason, and upon the Company will pay you an amount equal to your Severance Compensation in twenty (20) equal monthly installments in arrears commencing one month after the date expiration of termination and this Agreement, Executive shall also pay you, on the date of your termination, your Accrued Base Compensation as of the termination date. The Company’s obligation to make such payments to you shall cease upon your material breach of any written agreement between you and the Company or of any written policy of the Company by which you are bound, if such breach causes or is likely to cause material harm to the Company. (c) If the Company terminates your employment at any time for Cause, or upon your death or Disability, the Company will pay you your Accrued Base Compensation. (d) Upon any termination of your employment with the Company to which Section 4(b) applies, the Company shall maintain the benefits that you were receiving as of the termination date and shall take such measures as are permissible under its medical, life, and disability insurance and any other employee benefit plans or programs to continue coverage or reimbursement for you (and your family, if applicable) on the same terms (including any required contribution by you) as immediately prior to such termination. If it is not permissible to continue any such coverage under any such insurance plans, the Company will pay you on the same schedule as set forth in Section 4(b), as additional severance compensation, such amount, net of state and federal income taxes payable by you with respect thereto, as will be sufficient for you to obtain such insurance coverage on an individual basis assuming that you (and each member of your family who is to be covered) is a “standard risk” for insurance purposes. Your rights under this Section 4(d) shall continue only for so long as you are entitled to receive payments of Severance Compensation under Section 4(b)all Accrued Benefits and no other payments.

Payments Upon Termination. (ai) Upon the death or Disability of the Interim CEO, the Interim CEO or his estate or legal representative shall be entitled to all compensation and benefits earned but not yet paid to and including the date of termination, including (i) Base Salary, (ii) accrued and unused vacation and sick days, (iii) any amounts or benefits owing to the Interim CEO or to the Interim CEO’s beneficiaries under then applicable benefit plans of the Company (excluding any severance plan, program, agreement or arrangement) and (iv) reimbursement of expenses properly incurred by the Interim CEO prior to the date of termination (together, the “Accrued Benefits”). In the event of the Interim CEO’s Disability, any amounts payable as compensation during the period of disability or illness shall be reduced by any amounts paid during such period under any disability plan or similar insurance of the Company. (ii) Upon termination of your employment hereunder this Agreement by the Company for any reason other than death, disability or Cause, and upon termination of this Agreement by the Interim CEO for no reasonGood Reason, the Company (a) will pay Interim CEO shall be entitled to you (or to your estate) (i) the portion of your Base Salary that has accrued prior to such termination and has not yet been paidall Accrued Benefits, and (ii) an amount equal to continuation of his Base Salary for the value of your accrued unused vacation days; and (b) will reimburse you for expenses properly incurred by you on behalf remainder of the Company prior Term (the “Salary Continuation”). For the avoidance of doubt, termination of this Agreement by reason of the appointment by the Board of a successor Chief Executive Officer and the commencement of service by such successor in such capacity shall not be deemed early termination, and the Interim CEO shall only be entitled to payment of the Accrued Benefits in such termination and properly documented in accordance with Section 3(d) above. Such amounts will be paid promptly after terminationevent. (biii) If Upon termination of this Agreement by the Company terminates your employment without for Cause, or you terminate your employment with upon termination of this Agreement by the Interim CEO without Good Reason, and upon the Company will pay you an amount equal to your Severance Compensation in twenty (20) equal monthly installments in arrears commencing one month after the date of termination and shall also pay you, on the date of your termination, your Accrued Base Compensation as expiration of the termination date. The Company’s obligation to make such payments to you Term of this Agreement, the Interim CEO shall cease upon your material breach of any written agreement between you and the Company or of any written policy of the Company by which you are bound, if such breach causes or is likely to cause material harm be entitled to the CompanyAccrued Benefits and no other payments. (c) If the Company terminates your employment at any time for Cause, or upon your death or Disability, the Company will pay you your Accrued Base Compensation. (d) Upon any termination of your employment with the Company to which Section 4(b) applies, the Company shall maintain the benefits that you were receiving as of the termination date and shall take such measures as are permissible under its medical, life, and disability insurance and any other employee benefit plans or programs to continue coverage or reimbursement for you (and your family, if applicable) on the same terms (including any required contribution by you) as immediately prior to such termination. If it is not permissible to continue any such coverage under any such insurance plans, the Company will pay you on the same schedule as set forth in Section 4(b), as additional severance compensation, such amount, net of state and federal income taxes payable by you with respect thereto, as will be sufficient for you to obtain such insurance coverage on an individual basis assuming that you (and each member of your family who is to be covered) is a “standard risk” for insurance purposes. Your rights under this Section 4(d) shall continue only for so long as you are entitled to receive payments of Severance Compensation under Section 4(b).

Payments Upon Termination. (a) In If Executive’s employment by the event of the termination of your employment hereunder Company is terminated for any reason or for no reason, the Company (a) will pay to you (or to your estate) then (i) this Agreement shall be deemed to be terminated as of the portion of your date Executive ceases to be employed by the Company, ii) Executive shall be entitled to continue to receive her Base Salary that has accrued prior through the date of termination, subject to such termination withholding and has not yet been paidany other appropriate deductions, and (ii) an amount equal if the Executive has been terminated under section 4(d) above (for Good Reason), Executive shall be entitled to receive any Incentive Bonus that has been declared or awarded to Executive for a prior fiscal year but has not yet been paid by the Company, subject to withholding and other appropriate deductions. If Executive’s employment by the Company is terminated by Executive with Good Reason under section 4(d), above, in addition to the value of your accrued unused vacation days; and (b) will reimburse you for expenses properly incurred by you on behalf provisions of the Company prior preceding sentence, (iv) Executive shall be entitled to continue to receive her then Base Salary or $352,229, whichever is greater, for the Severance Period (as defined below) following the effective date of such termination and properly documented (which shall be paid in arrears in accordance with Section 3(dthe Company’s general payroll practices and subject to all applicable statutory deductions and authorized withholdings, and (v) above. Such amounts will be paid promptly after termination. (b) If the Company terminates your employment without Cause, or you terminate your employment with Good Reason, the Company will continue to pay you an amount equal the employer’s share of healthcare premiums under any health insurance plan in which Executive is participating immediately prior to your the Termination Date for the Severance Compensation Period (the benefits described in twenty subparagraphs 4(f)(i)-(v) referred to herein as the “Accrued Benefits”). As a condition to receiving such payments relating to periods following the date of such termination, Executive must sign, deliver, and not revoke a release in the form attached hereto as Exhibit B within thirty (2030) equal monthly installments in arrears commencing one month after days of the date of termination of employment, such that it has become effective and enforceable as a condition to any payment pursuant to this section 4(e). “Severance Period” shall also pay youmean twelve (12) months from the Termination Date. Except as expressly provided in this section 4(e), on the date of your termination, your Accrued Base Compensation as of the termination date. The CompanyTermination Date, (i) all of Executive’s obligation rights to make such payments to you Base Salary, bonuses (including the Incentive Bonus) and benefits hereunder (if any) shall cease upon your material breach of any written agreement between you and (ii) no other severance compensation or benefits shall be payable by the Company or any of any written policy of the Company by which you are bound, if such breach causes or is likely to cause material harm to the Companyits Affiliates. (c) If the Company terminates your employment at any time for Cause, or upon your death or Disability, the Company will pay you your Accrued Base Compensation. (d) Upon any termination of your employment with the Company to which Section 4(b) applies, the Company shall maintain the benefits that you were receiving as of the termination date and shall take such measures as are permissible under its medical, life, and disability insurance and any other employee benefit plans or programs to continue coverage or reimbursement for you (and your family, if applicable) on the same terms (including any required contribution by you) as immediately prior to such termination. If it is not permissible to continue any such coverage under any such insurance plans, the Company will pay you on the same schedule as set forth in Section 4(b), as additional severance compensation, such amount, net of state and federal income taxes payable by you with respect thereto, as will be sufficient for you to obtain such insurance coverage on an individual basis assuming that you (and each member of your family who is to be covered) is a “standard risk” for insurance purposes. Your rights under this Section 4(d) shall continue only for so long as you are entitled to receive payments of Severance Compensation under Section 4(b).

Payments Upon Termination. (a) In the event of Termination within three years after a Change in Control or Resignation between six months and two years after a Change in Control, the termination Executive shall receive: A. An amount equal to the Executive's Average Total Compensation, multiplied by the length in years, including fractional years, of your employment hereunder for any reason the Benefit Period. This payment shall be made by the Company within thirty calendar days after the Executive's Termination Date or for no reasonResignation Date as the case may be. B. A payment by the Company (or, if applicable, the Company (ashall cause the appropriate Operating Company to make a payment) will pay to you (or to your estate) (i) the portion of your Base Salary that has accrued prior to such termination and has not yet been paid, and (ii) in an amount equal to two times the value of your accrued unused vacation days; Company's average aggregate contribution to the Executive's accounts in the Savings Plans for the last three full years preceding the Change in Control, to be made within thirty calendar days after the Executive's Termination Date or Resignation Date, as the case may be. C. During the Benefit Period, the benefits associated with continued participation in the employee health, life insurance, disability income and (b) will reimburse you for expenses properly incurred by you on behalf other welfare benefit plans of the Company and/or any Operating Company in which he was participating immediately prior to such termination and properly documented the Change in accordance with Section 3(d) above. Such amounts will be paid promptly after termination. (b) If Control, upon provisions substantially similar to or more favorable to the Company terminates your employment without Cause, or you terminate your employment with Good Reason, Executive than those contained in the Company will pay you an amount equal to your Severance Compensation in twenty (20) equal monthly installments in arrears commencing one month after the date of termination and shall also pay you, on the date of your termination, your Accrued Base Compensation respective plans as of the termination date. The Company’s obligation to make Termination Date or the Resignation Date; provided, however, that if participation by the Executive in any of such payments to you shall cease upon your material breach of any written agreement between you and the Company or of any written policy of the Company by which you are boundplans is not permitted, if such breach causes or is likely to cause material harm due to the Company. (c) If the Company terminates your employment at any time requirements for Cause, or upon your death or Disability, the Company will pay you your Accrued Base Compensation. (d) Upon any termination of your employment with the Company to which Section 4(b) applieseligibility for participation contained therein, the Company shall maintain (or shall cause the applicable Operating Company to) pay or provide for the payment of the benefits that you were receiving as of described in those plans to the termination date and shall take such measures as are permissible under its medicalExecutive and/or his dependents, life, and disability insurance and any other employee benefit plans or programs to continue coverage or reimbursement for you (and your familyor, if applicable) on , to his beneficiaries or estate as if he were employed by the same terms (including any required contribution Company during the Benefit Period in the position held by you) as him immediately prior to such termination. the Change in Control. D. Reimbursement for the cost of outplacement services rendered to the Executive as part of efforts made by the Executive to obtain employment following his Termination Date or Resignation Date. E. If it the Executive is not permissible to continue any such coverage under any such insurance plans, a Disqualified Individual (as the Company will pay you on the same schedule as set forth term "Disqualified Individual" is defined in Section 4(b)280G of the Code, as additional severance compensationor any successor provision thereto) and if any payment to the Executive, such amount, net of state and federal income taxes payable by you with respect thereto, as will be sufficient for you to obtain such insurance coverage on an individual basis assuming that you (and each member of your family who is to be covered) is a “standard risk” for insurance purposes. Your rights whether under this Section 4(d) shall continue only for so long as you are entitled to receive payments of Severance Compensation under Section 4(b).Agreement or otherwise,

Payments Upon Termination. (aa. Whether or not you sign this Agreement, Regis will pay you: 1) In the event All wages you have earned through and including February 28, 2017; and 2) Your accrued but unused PTO benefit. By signing this Agreement, you agree that you have already been paid all of the termination these sums, specifically including all of your wages and PTO benefits due to you as a result of your employment hereunder for any reason or for with Regis and that no reason, the Company (a) will pay other sums are due to you (or to your estate) (i) the portion as a result of your Base Salary that has accrued prior to such termination employment with Regis except as set forth below in paragraphs 2.b.1), 2) and has not yet been paid, and (ii) an amount equal 3). b. In addition to the value payments set forth in 2.a.1) and 2), Regis shall pay you: 1) Any medical expenses incurred under the ExecMed Program that are incurred on or before the Departure Date, which reimbursements shall be made in the normal course upon timely presentation of claims; 2) Reimbursement for all necessary business expenses you have incurred through the Departure Date, if any, for which you seek reimbursement. Any such request for reimbursement must be submitted by March 15, 2017 to comply with Regis’ policies regarding reimbursement requests and be directed to Xxxxxx Xxxxxxx, Regis Corp., 0000 Xxxxx Xxxxxxxxx, Xxxxxxxxxxx, XX 00000. Thereafter, you agree that you will be ineligible for further expense reimbursement from Regis, unless otherwise required by law. Upon submission of your accrued unused vacation days; and (b) timely request for reimbursement, Regis will reimburse you for all necessary business expenses properly you incurred by you on behalf pursuant to the Company’s regular business practices; and 3) All compensation accrued as of the Company prior to such termination and properly documented in accordance with Section 3(d) above. Such amounts will be paid promptly after termination. (b) If the Company terminates your employment without Cause, or you terminate your employment with Good Reason, the Company will pay you an amount equal to your Severance Compensation in twenty (20) equal monthly installments in arrears commencing one month after the date of termination and shall also pay you, on the date of your terminationtermination under each plan or program of the corporation in which you may be participating at the time of termination in accordance with the terms of such plan or program, your Accrued Base Compensation including but not limited to the Executive Retirement Savings Plan, the Regis Individual Secured Retirement Plan (the “Post-Tax Plan”), and the Long-Term Incentive plans and equity awards thereunder. This Agreement has no effect on such plans, and the amount to which Employee is entitled under the foregoing is subject to each plan’s terms and conditions. For sake of clarity, “all compensation accrued as of the date of your termination dateunder each plan or program of the corporation” shall specifically include Employee’s contributions and all matching contributions made by Regis to the Executive Retirement Savings Plan and/or the Regis Individual Secured Retirement Plan. The CompanyIn addition, all unvested portions of Employee’s obligation Restricted Stock Units and Stock Appreciation Rights will be accelerated in accordance with the policy for involuntary terminations without cause adopted by the Compensation Committee in January 2017 and your AST stock account shall be updated to make such payments reflect this change no later than ten (10) days after February 28, 2017. Further, Regis shall compensate you in cash for the value of the Fiscal 2014 and Fiscal 2015 performance-based restricted stock units (“PSUs”) which you have earned but are not yet vested by their terms. You will receive this as an additional cash payment based on the closing stock price on February 28, 2017, less all applicable taxes and withholdings and this payment shall be made to you shall cease upon your material breach of any written agreement between no later than five (5) days after you sign the Agreement and the Company applicable rescission periods have expired or of any written policy of the Company by which you are boundfive (5) days after February 28, if such breach causes or is likely to cause material harm to the Company2017, whichever occurs later. (c) If the Company terminates your employment at any time for Cause, or upon your death or Disability, the Company will pay you your Accrued Base Compensation. (d) Upon any termination of your employment with the Company to which Section 4(b) applies, the Company shall maintain the benefits that you were receiving as of the termination date and shall take such measures as are permissible under its medical, life, and disability insurance and any other employee benefit plans or programs to continue coverage or reimbursement for you (and your family, if applicable) on the same terms (including any required contribution by you) as immediately prior to such termination. If it is not permissible to continue any such coverage under any such insurance plans, the Company will pay you on the same schedule as set forth in Section 4(b), as additional severance compensation, such amount, net of state and federal income taxes payable by you with respect thereto, as will be sufficient for you to obtain such insurance coverage on an individual basis assuming that you (and each member of your family who is to be covered) is a “standard risk” for insurance purposes. Your rights under this Section 4(d) shall continue only for so long as you are entitled to receive payments of Severance Compensation under Section 4(b).

Payments Upon Termination. (a) In the event that the Executive’s employment is terminated by the Company without “cause,” or by the Executive for “good reason,” then, if no Change of Control (as defined below) has occurred on or before the date of such termination, the following provisions shall apply: (i) The Company shall pay the Executive the Base Salary to which the Executive would have been entitled pursuant to Section 3.1 of this Agreement had the Executive remained in the employ of the Company for a period of three (3) months from the date of termination (the “Termination Payment Period”). Such payments shall be paid on the same schedule used to pay Base Salary to the Executive during the Term. (ii) Unless prohibited by law or, with respect to any insured benefit, the terms of your employment hereunder for any reason or for no reasonthe applicable insurance contract, the Executive shall continue to participate in, and be covered under, the Company’s medical, dental, long-term and short-term disability insurance, and life insurance plan on the same basis as other executives of the Company during the Termination Payment Period. (iii) Notwithstanding the foregoing, the Company (a) will pay shall not be required to you (or to your estate) (i) the portion of your Base Salary that has accrued prior to such termination and has not yet been paid, and (ii) an amount equal make any payment to the value of your accrued unused vacation days; and (bExecutive or maintain the Executive’s participation or coverage under any plan pursuant to this Section 4.6(a) will reimburse you for expenses properly incurred by you on behalf if the Executive breaches any of the provisions of Section 5 hereof. In such event, the Company prior shall provide written notice to the Executive detailing such termination and properly documented in accordance with Section 3(d) above. Such amounts will be paid promptly after terminationviolation. (b) If In the event the Executive’s employment is terminated (i) pursuant to Section 2, (ii) by the Company terminates your for “cause,” or (iii) by the Executive without “good reason,” then the Company shall have no duty to make any payments or provide any benefits to the Executive pursuant to this Agreement other than payment of the amount of the Executive’s Base Salary accrued through the date of termination of his employment. (c) Upon termination of Executive’s employment without Cause, for death or you terminate your employment with Good ReasonTotal Disability, the Company will shall pay you an amount equal to your Severance Compensation the Executive, guardian or personal representative, as the case may be, in twenty addition to any insurance or disability benefits to which he may be entitled hereunder, all amounts accrued or vested prior to such termination. (20d) equal monthly installments in arrears commencing one month after In the event that the Executive’s employment is terminated by the Company without “cause,” or by the Executive for “good reason,” then, if a Change of Control (as defined below) has occurred on or before the date of such termination or the Company has entered into a definitive agreement for a Change of Control on or before the date of termination and such termination is effected in contemplation of such Change of Control, the following provisions shall also apply: (i) The Company shall pay you, on the Executive the Base Salary to which the Executive would have been entitled pursuant to Section 3.1 of this Agreement had the Executive remained in the employ of the Company for a period of twenty four (24) months from the date of your termination (the “Change of Control Payment Period”) and any bonus payments earned through the date of termination. Such payments shall be paid on the same schedule used to pay Base Salary to the Executive during the Term. (ii) Unless prohibited by law or, your Accrued Base Compensation as with respect to any insured benefit, the terms of the termination date. The applicable insurance contract, the Executive shall continue to participate in, and be covered under, the Company’s obligation to make such payments to you shall cease upon your material breach of any written agreement between you medical, dental, long-term and short-term disability insurance, and life insurance plan on the Company or of any written policy same basis as other executives of the Company by which you are bound, if such breach causes or is likely to cause material harm to during the CompanyChange of Control Payment Period. (ciii) If Notwithstanding the Company terminates your employment at any time for Cause, or upon your death or Disability, the Company will pay you your Accrued Base Compensation. (d) Upon any termination of your employment with the Company to which Section 4(b) appliesforegoing, the Company shall not be required to make any payment to the Executive or maintain the benefits that you were receiving as of the termination date and shall take such measures as are permissible under its medical, life, and disability insurance and any other employee benefit plans Executive’s participation or programs to continue coverage or reimbursement for you (and your family, if applicable) on the same terms (including any required contribution by you) as immediately prior to such termination. If it is not permissible to continue any such coverage under any plan pursuant to this Section 4.6(d) if the Executive breaches any of the provisions of Section 5 hereof. In such insurance plansevent, the Company will pay you on shall provide written notice to the same schedule as set forth in Section 4(b)Executive detailing such violation. (e) For purposes of this Agreement, as additional severance compensation, such amount, net the term “Change of state and federal income taxes payable by you with respect thereto, as will be sufficient for you to obtain such insurance coverage on an individual basis assuming that you (and each member of your family who is to be covered) is a “standard riskControl” for insurance purposes. Your rights under this Section 4(d) shall continue only for so long as you are entitled to receive payments of Severance Compensation under Section 4(b).mean:

Payments Upon Termination. (a) In the event of the termination of your employment hereunder for any reason or for no reason, the Company (a) will pay to you (or to your estate) (i) the portion of your Base Salary that has accrued prior to such termination and has not yet been paid, and (ii) an amount equal to the value of your accrued unused vacation days; and (b) will reimburse you for expenses properly incurred by you on behalf of the Company prior to such termination and properly documented in accordance with Section 3(d) above2.1. Such amounts will be paid promptly after termination. (b) If the Company terminates your the Employee’s employment without Cause, or you terminate your the Employee terminates his or her employment with Good Reason, the Company will pay you the Employee an amount equal to your his Severance Compensation in twenty six (206) equal monthly installments in arrears commencing one month after the date of termination and shall also pay youhim, on the date of your termination, your his Accrued Base Compensation as of the termination date. The Company’s obligation to make such payments to you shall cease upon your the Employee’s material breach of any written agreement between you the Company and the Company Employee or of any written policy of the Company by which you are the Employee is bound, if such breach causes or is substantially likely to cause material harm to the Company. All payments to be made under Section 2.3 shall be made on the same schedule as set forth in this Section 2.1. In addition, in the event of such termination without cause or if the Employee terminates for Good Reason, then to the extent Employee holds Stock Awards subject to future vesting in the Company, the Employee will continue to vest such Stock Awards for a period of six (6) months from the date of termination so long as if such Stock Awards are subject to performance-based vesting criteria that such performance-based vesting criteria are achieved within six (6) months from the date of termination. In the event that such Stock Awards that vested during the six month period included stock options, the Employee will have 3 business days from the date of termination to exercise. (c) 2.2. If the Company terminates your the Employee’s employment at any time for Cause, or upon your the Employee’s death or Disability, the Company will pay you your the Employee his Accrued Base Compensation. (d) 2.3. Upon any termination of your the Employee’s employment with the Company to which Section 4(b) 2.1 applies, the Company shall maintain the benefits that you were the Employee is receiving as of the termination date and shall take such measures as are permissible under its medical, life, and disability insurance and any other employee benefit plans or programs to continue coverage or reimbursement for you the Employee (and your the Employee’s family, if applicable) on the same terms (including any required contribution by youthe Employee) as immediately prior to such termination. If it is not permissible to continue any such coverage under any such insurance plans, the Company will pay you on the same schedule as set forth in Section 4(b)Employee, as additional severance compensation, such amount, net of state and federal income taxes payable by you the Employee with respect thereto, as will be sufficient for you the Employee to obtain such insurance coverage on an individual basis assuming that you the Employee (and each member of your the Employee’s family who is to be covered) is a “standard risk” for insurance purposes. Your The Employee’s rights under this Section 4(d) 2.3 shall continue only for so long as you are the Employee is entitled to receive payments of Severance Compensation under Section 4(b)2.1.

Payments Upon Termination. (a) In the event of the termination of your employment hereunder for any reason or for no reason, the Company (a) will pay to you (or to your estate) (i) the portion of your Base Salary that has accrued prior to such termination and has not yet been paid, and (ii) an amount equal to the value of your accrued unused vacation days; and (b) will reimburse you for expenses properly incurred by you on behalf of the Company prior to such termination and properly documented in accordance with Section 3(d) above2.1. Such amounts will be paid promptly after termination. (b) If the Company terminates your the Employee’s employment without Cause, or you terminate your the Employee terminates his or her employment with Good Reason, the Company will pay you the Employee an amount equal to your his Severance Compensation in twenty twelve (2012) equal monthly installments in arrears commencing one month after the date of termination and shall also pay youhim, on the date of your termination, your his Accrued Base Compensation as of the termination date. The Company’s obligation to make such payments to you shall cease upon your the Employee’s material breach of any written agreement between you the Company and the Company Employee or of any written policy of the Company by which you are the Employee is bound, if such breach causes or is likely to cause material harm to the Company. All payments to be made under Section 2.3 shall be made on the same schedule as set forth in this Section 2.1. (c) 2.2. If the Company terminates your the Employee’s employment at any time for Cause, or upon your the Employee’s death or Disability, the Company will pay you your the Employee his Accrued Base Compensation. (d) 2.3. Upon any termination of your the Employee’s employment with the Company to which Section 4(b) 2.1 applies, the Company shall maintain the benefits that you were the Employee is receiving as of the termination date and shall take such measures as are permissible under its medical, life, and disability insurance and any other employee benefit plans or programs to continue coverage or reimbursement for you the Employee (and your the Employee’s family, if applicable) on the same terms (including any required contribution by youthe Employee) as immediately prior to such termination. If it is not permissible to continue any such coverage under any such insurance plans, the Company will pay you on the same schedule as set forth in Section 4(b)Employee, as additional severance compensation, such amount, net of state and federal income taxes payable by you the Employee with respect thereto, as will be sufficient for you the Employee to obtain such insurance coverage on an individual basis assuming that you the Employee (and each member of your the Employee’s family who is to be covered) is a “standard risk” for insurance purposes. Your The Employee’s rights under this Section 4(d) 2.3 shall continue only for so long as you are the Employee is entitled to receive payments of Severance Compensation under Section 4(b)2.1.

Payments Upon Termination. (a) In the event of the termination of your employment hereunder for any reason or for no reason, the Company (a) will pay to you (or to your estate) 2.1. If (i) the portion of your Base Salary that has accrued prior to such termination and has not yet been paid, and (ii) an amount equal to the value of your accrued unused vacation days; and (b) will reimburse you for expenses properly incurred by you on behalf of the Company prior to such termination and properly documented in accordance with Section 3(d) above. Such amounts will be paid promptly after termination. (b) If the Company terminates your the Executive’s employment without Causeat any time other than for Cause or upon the Executive’s death, or you terminate your if the Executive terminates his employment with for Good Reason, the Company will pay you the Executive an amount equal to your 100% of his Severance Compensation Compensation, in twenty twelve (2012) equal monthly installments in arrears commencing one month after the date of termination arrears, and shall also pay youhim, on the date of your termination, your his Accrued Base Compensation plus his Accrued Incentive Compensation as of the termination date. 2.2. The Company’s obligation to make such the payments to you under Section 2.1 above shall cease upon your the Executive’s material breach of any written agreement between you and the Company or of any written policy of the Company by which you are boundExecutive’s “Employee Agreement,” as defined in Section 7 below, if such breach causes or is likely to cause material harm to the Company. 2.3. If (ci) If the Company terminates your the Executive’s employment at any time for Cause, or the Company will pay the Executive his Accrued Base Compensation through the Termination Date. 2.4. If the Company terminates the Executive’s employment upon your death or Disabilitythe Executive’s death, the Company will pay you your the Executive’s estate his Accrued Base Compensation plus his Accrued Incentive Compensation, payable in the manner set forth in Section 2.1 above. (d) 2.5. Upon any termination of your the Executive’s employment with the Company to which Section 4(b) 2.1 applies, the Company shall maintain the benefits that you were the Executive is receiving as of the termination date and shall take such measures as are permissible under its medical, life, and disability insurance and any other employee benefit plans or programs to continue coverage or reimbursement for you the Executive (and your the Executive’s family, if applicable) on the same terms (including any required contribution by youthe Executive) as immediately prior to such termination. Medical coverage under this section shall be effected by the Executive making an election under COBRA. If it is not permissible to continue any such coverage under any such insurance plans, the Company will pay you on the same schedule as set forth in Section 4(b)Executive, as additional severance compensation, such amount, net of state and federal income taxes payable by you the Executive with respect thereto, as will be sufficient for you the Executive to obtain such insurance coverage on an individual basis assuming basis, limited to the amount payable based on the assumption that you the Executive (and each member of your the Executive’s family who is to be covered) is a “standard risk” for insurance purposes. Your rights The Company’s obligations under this Section 4(d) 2.5 shall continue only for so long as you are the Executive is entitled to receive payments of Severance Compensation under Section 4(b)2.1.

Payments Upon Termination. (a) In the event of Executive’s employment is terminated by the termination of your Company without Cause during the Term, or if Executive terminates his employment hereunder for any reason or for no reasonGood Reason during the Term, then, in addition to the benefits provided under Section 3.4, the Company (a) will shall pay to you Executive any Base Salary accrued through the date of termination of his employment and any unpaid bonus from a prior fiscal year (or to your estate) and any other benefits due under the Company’s employee benefit plans), and shall also pay Executive: (i1) the portion of your Base Salary that has accrued prior to which Executive would have been entitled pursuant to Section 3.1 of this Agreement had this Agreement remained in effect and had Executive remained in the employ of the Company for a period commencing upon the date of such termination and has not yet been paid, and (ii) an amount equal to ending on the value of your accrued unused vacation days; and (b) will reimburse you for expenses properly incurred by you on behalf first anniversary of the Company prior date of termination (“Termination Coverage Period”), with such payments occurring on the same schedule used to pay Base Salary to Executive during the Term; and (2) Executive’s COBRA premiums for Executive and his eligible dependents for the Termination Coverage Period, or the portion thereof, that Executive or Executive’s dependents are eligible for such termination and properly documented in accordance with Section 3(d) above. Such amounts will be paid promptly after terminationCOBRA coverage. (b) If In the event Executive’s employment is terminated (i) by the Company terminates your employment without for Cause, or you terminate your employment with (ii) voluntarily by Executive other than for Good Reason, then the Company will pay you an shall have no duty to make any payments or provide any benefits to Executive pursuant to this Agreement other than payment of the amount equal to your Severance Compensation in twenty (20) equal monthly installments in arrears commencing one month after of Executive’s Base Salary, any bonuses or other incentive compensation accrued through the date of termination of his employment and shall also pay you, on the date of your termination, your Accrued Base Compensation as of the termination date. The Company’s obligation related to make such payments to you shall cease upon your material breach of any written agreement between you and the Company or of any written policy a prior fiscal year of the Company by which you are bound, if such breach causes or and any other benefits Executive is likely then due pursuant to cause material harm to the employment benefit plans of the Company. (c) If the Company terminates your Upon termination of Executive’s employment at any time for Cause, or upon your death or due to Total Disability, the Company will shall pay you your Accrued to Executive, guardian, personal representative or estate, as the case may be, in addition to any insurance or disability benefits to which Executive may be entitled hereunder and in addition to the benefits provided under Section 3.4, the Base CompensationSalary set forth in Section 4.5(a)(1) above, and all compensation or benefits accrued or vested prior to such termination. (d) Upon any termination of your Executive’s employment for death, due to Total Disability, without Cause by the Company, or by Executive for Good Reason, Executive, or Executive’s guardian, personal representative or estate, as the case may be, shall be entitled to a bonus (consistent with the provisions of Section 3.2 of this Agreement) for the fiscal year in which the date of termination of employment occurs, in an amount equal to the bonus that Executive would have earned for such year had he remained an employee of the Company, with such bonus determined in the same manner as the annual bonus for such fiscal year is determined for other named executive officers of the Company. Any such bonus shall be payable at the time at which other similarly situated Company to which Section 4(bexecutives receive their bonus payments. (e) appliesIn the event that this Agreement is not renewed either after the initial Term or after a renewal period, then the Company shall maintain the have no duty to make any payments or provide any benefits that you were receiving as to Executive pursuant to this Agreement other than (1) payment of the amount of Executive’s Base Salary, any bonuses accrued through the date of termination date of his employment and shall take such measures as are permissible under its medicalrelated to a prior fiscal year, life, and disability insurance and any other employee benefits Executive is then due pursuant to the employment benefit plans of the Company, (2) an annual bonus for the fiscal year in which the non-renewal occurs determined in a manner consistent with that described in Section 4.5(d) above and then prorating such amount for the portion of such fiscal year in which Executive is an employee of or programs other service provider to continue coverage or reimbursement for you the Company (and your familywith such amount payable at the time described in Section 4.5(d)). (f) Notwithstanding any other provision of this Agreement to the contrary, if applicable) on severance benefits pursuant to this Section 4.5, to the same terms (including any required contribution by you) as immediately prior to extent of payments made from the date of termination of Executive’s employment through March 15 of the calendar year following such termination. If it is not permissible , are intended to continue any such coverage under any such insurance plans, constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Company will pay you on Treasury regulations and thus are payable pursuant to the same schedule as “short-term deferral” rule set forth in Section 4(b)1.409A-1(b)(4) of the Treasury Regulations. To the extent such severance payments are made following said March 15, they are intended to constitute separate payments for purposes of Section 1.409A-1(b)(9)(iii) of the Treasury Regulations to the maximum extent permitted by said provision, with any excess amount being regarded as additional severance compensationsubject to the distribution requirements of Section 409A(a)(2)(A) of the Internal Revenue Code, such amountincluding, net without limitation, the requirement of state and federal income taxes payable by you with respect thereto, as will Section 409A(a)(2)(B)(i) of the Code that payment be sufficient for you to obtain such insurance coverage on an individual basis assuming that you delayed until six (and each member of your family who is to be covered6) months after separation from service if Executive is a “standard riskspecified employee” for insurance purposes. Your rights under this Section 4(d) shall continue only for so long as you are entitled to receive payments with the meaning of Severance Compensation under Section 4(b)the aforesaid section of the Code at the time of such separation from service.

Payments Upon Termination. (a) In the event of Executive’s employment is terminated by the termination of your Company without Cause during the Term, or if Executive terminates his employment hereunder for any reason or for no reasonGood Reason during the Term, then, in addition to the benefits provided under Section 3.4, the Company (a) will shall pay to you Executive any Base Salary accrued through the date of termination of his employment and any unpaid bonus from a prior fiscal year (or and any other benefits due under the Company’s employee benefit plans), and, subject to your estateExecutive’s execution (and non-revocation) of the Company’s standard release of claims, shall also pay Executive: (i1) the portion of your Base Salary that has accrued prior to which Executive would have been entitled pursuant to Section 3.1 of this Agreement had this Agreement remained in effect and had Executive remained in the employ of the Company for a period commencing upon the date of such termination and has not yet been paid, and (ii) an amount equal to ending on the value of your accrued unused vacation days; and (b) will reimburse you for expenses properly incurred by you on behalf first anniversary of the Company prior date of termination (“Termination Coverage Period”), with such payments occurring on the same schedule used to pay Base Salary to Executive during the Term; and (2) Executive’s COBRA premiums for Executive and his eligible dependents for the Termination Coverage Period, or the portion thereof, that Executive or Executive’s dependents are eligible for such termination and properly documented in accordance with Section 3(d) above. Such amounts will be paid promptly after terminationCOBRA coverage. (b) If In the event Executive’s employment is terminated (i) by the Company terminates your employment without for Cause, or you terminate your employment with (ii) voluntarily by Executive other than for Good Reason, then the Company will pay you an shall have no duty to make any payments or provide any benefits to Executive pursuant to this Agreement other than payment of the amount equal to your Severance Compensation in twenty (20) equal monthly installments in arrears commencing one month after of Executive’s Base Salary, any bonuses or other incentive compensation accrued through the date of termination of his employment and shall also pay you, on the date of your termination, your Accrued Base Compensation as of the termination date. The Company’s obligation related to make such payments to you shall cease upon your material breach of any written agreement between you and the Company or of any written policy a prior fiscal year of the Company by which you are bound, if such breach causes or and any other benefits Executive is likely then due pursuant to cause material harm to the employment benefit plans of the Company. (c) If the Company terminates your Upon termination of Executive’s employment at any time for Cause, or upon your death or due to Total Disability, the Company will shall pay you your Accrued to Executive, guardian, personal representative or estate, as the case may be, in addition to any insurance or disability benefits to which Executive may be entitled hereunder and in addition to the benefits provided under Section 3.4, the Base CompensationSalary set forth in Section 4.5(a)(1) above, and all compensation or benefits accrued or vested prior to such termination. (d) Upon any termination of your Executive’s employment for death, due to Total Disability, without Cause by the Company, or by Executive for Good Reason, Executive, or Executive’s guardian, personal representative or estate, as the case may be, shall be entitled to a bonus (consistent with the Company provisions of Section 3.2 of this Agreement) for the fiscal year in which the date of termination of employment occurs, in an amount equal to which Section 4(b) applies, the Company shall maintain the benefits bonus that you were receiving as Executive would have earned for such year had he remained an employee of the termination date and shall take Company, with such measures as are permissible under its medical, life, and disability insurance and any other employee benefit plans or programs to continue coverage or reimbursement for you (and your family, if applicable) on bonus determined in the same terms (including any required contribution by you) manner as immediately prior to the annual bonus for such terminationfiscal year is determined for other named executive officers of the Company. If it is not permissible to continue any Any such coverage under any such insurance plans, bonus shall be payable in the next fiscal year at the time at which other similarly situated Company will pay you on executives receive their bonus payments but in all cases within the same schedule as “short-term deferral” period set forth in Section 4(b1.409A-l(b)(4) of the Treasury Regulations. (e) In the event that this Agreement is not renewed either after the initial Term or after a renewal period, then the Company shall have no duty to make any payments or provide any benefits to Executive pursuant to this Agreement other than (1) payment of the amount of Executive’s Base Salary, any bonuses accrued through the date of termination of his employment and related to a prior fiscal year, and any other benefits Executive is then due pursuant to the employment benefit plans of the Company, (2) an annual bonus for the fiscal year in which the non-renewal occurs determined in a manner consistent with that described in Section 4.5(d) above and then prorating such amount for the portion of such fiscal year in which Executive is an employee of or other service provider to the Company (with such amount payable at the time described in Section 4.5(d)). (f) Notwithstanding any other provision of this Agreement to the contrary, severance benefits pursuant to this Section 4.5 (i) are not subject to mitigation or offset, (ii) are intended to constitute separate payments for purposes of Section 409A of the Internal Revenue Code (“Section 409A”), as additional severance compensation, such amount, net of state and federal income taxes payable by you with respect thereto, as will be sufficient for you to obtain such insurance coverage on an individual basis assuming that you (and each member of your family who is iii) are intended to be coveredsubject to the “short-term deferral” rule set forth in Section 1.409A-1 (b)(4) of the Treasury Regulations to the maximum extent possible thereunder. To the extent such severance payments do not satisfy such rule or any other exemption under Section 409A, they are intended to constitute separate payments for purposes of Section 409A to the maximum extent permitted thereunder, with any such amounts being regarded as subject to the distribution requirements of Section 409A(a)(2)(A) of the Internal Revenue Code, including, without limitation (i) that the payments described in Section 4.5(a)(1) commence following Executive’s “separation from service” and (ii) the requirement of Section 409A(a)(2)(B)(i) of the Code that payment be delayed until six (6) months after separation from service if Executive is a “standard riskspecified employee” for insurance purposes. Your rights under this Section 4(d) shall continue only for so long as you are entitled to receive payments with the meaning of Severance Compensation under Section 4(b)the aforesaid section of the Code at the time of such separation from service.

Payments Upon Termination. (a) In If the event of Employee's employment is terminated by the termination of your employment hereunder Company for cause or by the Employee for any reason or for no other than good reason, the Company shall pay the Employee the Base Salary (aas hereinafter defined) will and all other benefits provided to Employee pursuant to his employment with the Company, including but not limited to the cost of Employee's medical insurance and any other insurance coverages paid for by the Company and his automobile allowance, through the effective date of termination at the rate in effect at the time a notice of termination is given. In addition, the Company shall pay to you (or to your estate) (i) the portion of your Base Salary that has accrued prior to such termination Employee any incentive bonuses approved and has not yet been paid, and (ii) an amount equal any accrued and unused vacation pay. The Company shall have no further obligations to the value of your accrued unused vacation days; Employee under this Agreement, subject to the rights and (b) will reimburse you for expenses properly incurred by you on behalf benefits the Employee may have under employee benefits plans and programs of the Company prior to in existence as of the effective date of such termination and properly documented termination, if any, which shall be determined in accordance therewith. If the Employee's employment is terminated by the Company for any reason other than for cause or by the Employee for "good reason," the Company shall continue to pay the Employee his then current Base Salary and all other benefits provided to the Employee pursuant to his employment with Section 3(dthe Company, including but not limited to the cost of Employee's medical insurance and any other insurance coverages paid for by the Company, and his automobile allowance, at the rate in effect at the time a notice of termination is given, for the remainder of the term of his then current contract but not to exceed a maximum of twelve (12) abovemonths. Such amounts These payments will be paid promptly after termination. made monthly starting immediately upon termination (b) If the Company terminates your employment without Cause, or you terminate your employment with Good Reason"Extended Period"). In addition, the Company will pay you to Employee in a lump sum due within 30 days of his termination, an amount equal equivilant to your Severance Compensation in twenty (20) equal monthly installments in arrears commencing one month after his then current annual Base salary plus the date of termination total annual premiums for all medical and shall also pay youother insurance and his annual automobile allowance, on any incentive bonuses approved and not yet paid, and any accrued and unused vacation pay, discounted at 75% payout. The additional 25% or remaining amount will be paid at the date of your termination, your Accrued Base Compensation as end of the termination date. The Company’s obligation 12 months.. Employee and Company agree that all payments required to make such payments be made to you Employee pursuant to this section (3.2) shall cease upon your material breach of any written agreement between you not be due and the Company or of any written policy of the Company payable by which you are bound, if such breach causes or is likely to cause material harm to the Company. (c) If the Company terminates your employment at any time for Cause, or upon your death or Disability, the Company will pay you your Accrued Base Compensation. (d) Upon any termination of your employment with the Company to which Section 4(bthe Employee unless and until the Employee signs a release ("Release") applies(in the same substantive form as the release attached hereto, marked as "Attachment 1") of all claims (excluding the Company shall maintain right to receive any payments due pursuant to this section 3.2) against the benefits that you were receiving as Company, its affiliates, subsidiaries, employees, directors or agents within 22 days of being provided a copy of the termination date and shall take such measures as are permissible under its medical, life, and disability insurance and any other employee benefit plans or programs to continue coverage or reimbursement for you (and your family, if applicable) on the same terms (including any required contribution by you) as immediately prior to such termination. If it is not permissible to continue any such coverage under any such insurance plans, the Company will pay you on the same schedule as set forth in Section 4(b), as additional severance compensation, such amount, net of state and federal income taxes payable by you with respect thereto, as will be sufficient for you to obtain such insurance coverage on an individual basis assuming that you (and each member of your family who is to be covered) is a “standard risk” for insurance purposes. Your rights under this Section 4(d) shall continue only for so long as you are entitled to receive payments of Severance Compensation under Section 4(b)release.

Payments Upon Termination. (a) In If the event employment of Executive with the Company is terminated (i)by the Company other than for Cause or (ii) by the Executive for Good Reason, then Executive shall be entitled to receive from the Company, and the Company shall pay to Executive, a lump sum severance payment equal to the greater of (x) the aggregate Base Salary (at the rate in effect at the Date of Termination) that Executive would have received for the remainder of the termination of your Term if his employment hereunder for any reason or for no reason, the Company (a) will pay to you (or to your estate) (i) the portion of your Base Salary that has accrued prior to such termination and has had not yet been paidterminated, and (iiy) an the aggregate amount equal of the 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 value of your accrued unused vacation days; Executive pursuant to Sections 4.3 and 4.4 hereof (b) will reimburse you for expenses properly incurred including, without limitation, the SERP), and less such amounts as shall be required to be withheld by you on behalf of the Company prior pursuant to such termination applicable laws and properly documented regulations (the "Severance Amount"). The Severance Amount shall not be present-valued and shall be payable by the Company to Executive within thirty (30) days after 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 accordance with Section 3(d) aboveany capacity. Such amounts will The Severance Amount shall be paid promptly after terminationdeemed compensation payable to Executive for the purpose of determining the total amount due Executive pursuant to the SERP. (b) If the Company terminates your employment without Cause, or you terminate your employment of Executive with Good Reason, the Company will pay you an amount equal to your Severance Compensation in twenty is terminated (20i) equal monthly installments in arrears commencing one month after the date of termination and shall also pay you, on the date of your termination, your Accrued Base Compensation as of the termination date. The Company’s obligation to make such payments to you shall cease upon your material breach of any written agreement between you and by the Company or of any written policy of the Company by which you are bound, if such breach causes or is likely to cause material harm to the Company. (c) If the Company terminates your employment at any time for Cause, or upon your death or Disability(ii) by the Executive other than for Good Reason, then the Executive shall be entitled to receive, and the Company will shall pay you your Accrued to Executive, (x) all accrued and unpaid Base Compensation. Salary and amounts due Executive in respect of perquisites provided him hereunder through the Date of Termination at the rate in effect at the time Notice of Termination is given, (dy) Upon any termination Base Salary payable in lieu of your employment accrued and unused vacation days in accordance with the policies of the Company from time to which Section 4(btime in effect, and (z) appliesall accrued and unpaid benefits payable to Executive pursuant to any benefit plan or otherwise through the Date of Termination. Upon the payment of the foregoing amounts, the Company shall maintain the benefits that you were receiving as of the termination date and shall take such measures as are permissible under its medical, life, and disability insurance and any other employee benefit plans or programs have no further obligations to continue coverage or reimbursement for you (and your family, if applicable) on the same terms (including any required contribution by you) as immediately prior to such termination. If it is not permissible to continue any such coverage under any such insurance plans, the Company will pay you on the same schedule as set forth in Section 4(b), as additional severance compensation, such amount, net of state and federal income taxes payable by you with respect thereto, as will be sufficient for you to obtain such insurance coverage on an individual basis assuming that you (and each member of your family who is to be covered) is a “standard risk” for insurance purposes. Your rights Executive under this Section 4(d) shall continue only for so long as you are entitled to receive payments of Severance Compensation under Section 4(b)Agreement.

Payments Upon Termination. (a) In the event of Executive’s employment is terminated by the termination of your Company without Cause during the Term, or if Executive terminates his employment hereunder for any reason or for no reasonGood Reason during the Term, then, in addition to the benefits provided under Section 3.4, the Company (a) will shall pay to you Executive any Base Salary accrued through the date of termination of his employment and any unpaid bonus from a prior fiscal year (or to your estate) and any other benefits due under the Company’s employee benefit plans), and shall also pay Executive: (i1) the portion of your Base Salary that has accrued prior to which Executive would have been entitled pursuant to Section 3.1 of this Agreement had this Agreement remained in effect and had Executive remained in the employ of the Company for a period commencing upon the date of such termination and has not yet been paid, and (ii) an amount equal to ending on the value of your accrued unused vacation days; and (b) will reimburse you for expenses properly incurred by you on behalf first anniversary of the Company prior date of termination (“Termination Coverage Period”), with such payments occurring on the same schedule used to pay Base Salary to Executive during the Term; and (2) Executive’s COBRA premiums for Executive and his eligible dependents for the Termination Coverage Period, or the portion thereof, that Executive or Executive’s dependents are eligible for such termination and properly documented in accordance with Section 3(d) above. Such amounts will be paid promptly after terminationCOBRA coverage. (b) If In the event Executive’s employment is terminated (i) by the Company terminates your employment without for Cause, or you terminate your employment with (ii) voluntarily by Executive other than for Good Reason, then the Company will pay you an shall have no duty to make any payments or provide any benefits to Executive pursuant to this Agreement other than payment of the amount equal to your Severance Compensation in twenty (20) equal monthly installments in arrears commencing one month after of Executive’s Base Salary, any bonuses or other incentive compensation accrued through the date of termination of his employment and shall also pay you, on the date of your termination, your Accrued Base Compensation as of the termination date. The Company’s obligation related to make such payments to you shall cease upon your material breach of any written agreement between you and the Company or of any written policy a prior fiscal year of the Company by which you are bound, if such breach causes or and any other benefits Executive is likely then due pursuant to cause material harm to the employment benefit plans of the Company. (c) If the Company terminates your Upon termination of Executive’s employment at any time for Cause, or upon your death or due to Total Disability, the Company will shall pay you your Accrued to Executive, guardian, personal representative or estate, as the case may be, in addition to any insurance or disability benefits to which Executive may be entitled hereunder and in addition to the benefits provided under Section 3.4, the Base CompensationSalary set forth in Section 4.5(a)(I) above, and all compensation or benefits accrued or vested prior to such termination. (d) Upon any termination of your Executive’s employment for death, due to Total Disability, without Cause by the Company, or by Executive for Good Reason, Executive, or Executive’s guardian, personal representative or estate, as the case may be, shall be entitled to a bonus (consistent with the Company provisions of Section 3.2 of this Agreement) for the fiscal year in which the date of termination of employment occurs, in an amount equal to which Section 4(b) applies, the Company shall maintain the benefits bonus that you were receiving as Executive would have earned for such year had he remained an employee of the termination date and shall take Company, with such measures as are permissible under its medical, life, and disability insurance and any other employee benefit plans or programs to continue coverage or reimbursement for you (and your family, if applicable) on bonus determined in the same terms (including any required contribution by you) manner as immediately prior to the annual bonus for such terminationfiscal year is determined for other named executive officers of the Company. If it is not permissible to continue any Any such coverage under any such insurance plans, bonus shall be payable at the time at which other similarly situated Company will pay you on executives receive their bonus payments but in all cases within the same schedule as “short-term deferral” period set forth in Section 4(b1.409A-l(b)(4) of the Treasury Regulations. (e) In the event that this Agreement is not renewed either after the initial Term or after a renewal period, then the Company shall have no duty to make any payments or provide any benefits to Executive pursuant to this Agreement other than (1) payment of the amount of Executive’s Base Salary, any bonuses accrued through the date of termination of his employment and related to a prior fiscal year, and any other benefits Executive is then due pursuant to the employment benefit plans of the Company, (2) an annual bonus for the fiscal year in which the non-renewal occurs determined in a manner consistent with that described in Section 4.5(d) above and then prorating such amount for the portion of such fiscal year in which Executive is an employee of or other service provider to the Company (with such amount payable at the time described in Section 4.5(d)). (f) Notwithstanding any other provision of this Agreement to the contrary, severance benefits pursuant to this Section 4.5 (i) are not subject to mitigation or offset, (ii) are intended to constitute separate payments for purposes of Section 409A of the Internal Revenue Code (“Section 409A”), as additional severance compensation, such amount, net of state and federal income taxes payable by you with respect thereto, as will be sufficient for you to obtain such insurance coverage on an individual basis assuming that you (and each member of your family who is iii) are intended to be coveredsubject to the “short-term deferral” rule set forth in Section 1.409A-1 (b)(4) of the Treasury Regulations to the maximum extent possible thereunder. To the extent such severance payments do not satisfy such rule or any other exemption under Section 409A, they are intended to constitute separate payments for purposes of Section 409A to the maximum extent permitted thereunder, with any such amounts being regarded as subject to the distribution requirements of Section 409A(a)(2)(A) of the Internal Revenue Code, including, without limitation (i) that the payments described in Section 4.5(a)(1) commence following Executive’s “separation from service” and (ii) the requirement of Section 409A(a)(2)(B)(i) of the Code that payment be delayed until six (6) months after separation from service if Executive is a “standard riskspecified employee” for insurance purposes. Your rights under this Section 4(d) shall continue only for so long as you are entitled to receive payments with the meaning of Severance Compensation under Section 4(b)the aforesaid section of the Code at the time of xxxxx separation from service.

Payments Upon Termination. (ai) Upon termination of this Agreement for any reason, Employee shall be entitled to all compensation and benefits earned but not yet paid up to and including the termination date, including Base Salary, pro rata bonus, if any, in the year of termination (payable in accordance with Company policy), and any other incentive compensation. Unless otherwise specified in this Agreement, unused vacation shall be treated in accordance with Company policy. (ii) In the event of the Employee's (A) termination of your employment hereunder for any reason or for no reason, this Agreement by the Company other than for Cause, or (aB) will pay termination of employment by Employee for "Good Reason" (as defined below), in addition to you (or to your estate) the Company's obligations set forth in subparagraph (i) the portion of your Base Salary that has accrued prior above, Employee shall be entitled to such termination and has not yet been paid, and (ii) severance in an amount equal to one full years of Base Salary (the value "Severance Amount"), all unvested Options then held by Employee shall immediately vest and Employee shall retain all rights to the Options, but shall have a period of your accrued unused vacation days; and nine (b9) will reimburse you for expenses properly incurred by you on behalf months following the Date of the Company prior Termination in which to exercise such termination and properly documented Options, in accordance with Section 3(dthe option agreement governing such options (the "Option Agreement"), and Employee shall continue to receive employee benefits for a period of twelve months following the Date of Termination and the Employee's eligible dependents will continue to participate in all of Company's health and welfare plans (or Company-provided equivalent benefits) abovein which such dependents participated prior to the Date of Termination, subject to the Employee continuing to make any required contributions for such participation. Such amounts will Following such 12-month period, Employee shall be paid promptly after termination. (b) If the Company terminates your employment without Cause, or you terminate your employment with Good Reason, the Company will pay you an amount equal entitled to your Severance Compensation in twenty (20) equal monthly installments in arrears commencing one month after the date of termination and shall also pay you, on the date of your termination, your Accrued Base Compensation as all benefits ordinarily accorded terminated employees of the termination dateCompany. The Company’s 's obligation to make such payments the foregoing employee benefits available to you Employee and his eligible dependents shall cease upon your material breach Employee becoming eligible for comparable benefits from a subsequent employer. Effective upon the Date of any written agreement between you Termination pursuant to clause (A) or (B) above, in consideration of the payment of the Severance Amount and as a condition to the payment thereof, Employee acknowledges that payment of the Severance Amount and the Company or of any written policy provision of the other benefits contemplated hereby shall constitute complete satisfaction of all obligations owed by the Company by which you are bound, if such breach causes or is likely to cause material harm to the Employee and shall further constitute Employee's sole remedy against the Company. (ciii) If In the event of a termination by Employee other than for Good Reason, in addition to the Company's obligations set forth in subparagraph (i) above, Employee shall retain that portion of the Options which have vested prior to the Date of Termination, but shall have a period of ninety (90) days from the Date of Termination in which to exercise such Options. In the event of a termination by the Company terminates your employment at any time for Cause, or upon your death or Disability, the Company will pay you your Accrued Base Compensationprovisions of Section 5(f) below shall govern. (div) Upon any In the event of a termination of your employment with by reason of Employee's death or disability, in addition to the Company to which Section 4(bCompany's obligations set forth in subparagraph (i) appliesabove, the Company shall maintain the benefits that you were receiving as of the termination date and shall take such measures as are permissible under its medical, life, and disability insurance and any other employee benefit plans all unvested Options then held by Employee (or programs to continue coverage or reimbursement for you (and your familyhis estate, if applicable) on the same terms shall immediately vest and Employee (including any required contribution by you) as immediately prior to such termination. If it is not permissible to continue any such coverage under any such insurance plans, the Company will pay you on the same schedule as set forth in Section 4(b), as additional severance compensation, such amount, net of state and federal income taxes payable by you with respect thereto, as will be sufficient for you to obtain such insurance coverage on an individual basis assuming that you (and each member of your family who is to be covered) is a “standard risk” for insurance purposes. Your rights under this Section 4(dor his estate) shall continue only for so long as you are entitled retain all rights to receive payments the Options, but shall have a period of Severance Compensation under Section 4(b)eighteen (18) months from the Date of Termination in which to exercise such Options.

Payments Upon Termination. If within three (3) years after a Change in Control of the Company, the Company shall terminate the Executive's employment other than by reason of the Executive's death or for Cause, or if the Executive shall terminate the Executive's employment for Good Reason (other than Good Reason as set forth in paragraph 3(e)(iii)(A) above) or, if within twelve (12) months after a Change in Control of the Company, the Executive shall terminate the Executive's employment for Good Reason as set forth in paragraph 3(e)(iii)(A) above, then (a) In The Company will continue to pay to the event Executive, for a period of thirty (30) months following the Date of Termination, as compensation for services rendered by the Executive on or before the Executive's Date of Termination, the Executive's Salary and Incentive Compensation (subject to any applicable payroll taxes or other taxes 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 date on which a Change in Control of the termination Company occurred; and (b) For a period of your employment hereunder for any reason or for no reasonthirty (30) 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 Change in Control, 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 date on which a Change in Control of the Company occurred; and (ac) The Company will pay on the Date of Termination of the Executive as compensation for services rendered on or before the Executive's Date of Termination, in addition to you (or the amounts set forth in paragraph 4(a) above, an amount equal to your estate) the sum of (i) all Incentive Compensation and other incentive awards due to the portion of your Base Salary that has accrued 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 the Executive for the period between the date on which a Change in 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 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 termination 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 Executive's account as an officer of the Company and any stock options granted to the Executive on or prior to the Date of Termination which are not vested in the Executive as of the Date of Termination shall become immediately 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 or stock options awarded to the Executive through any plan, arrangement or contract of the 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) The Executive's retirement benefits in effect immediately prior to the date on which a Change in Control of the Company occurred under the Company's Supplemental Executive Retirement Plan, or any successor plan in effect on the date on which a Change in Control of the Company occurred (the SERP), shall become fully vested and nonforfeitable on the Date of Termination and (i) if the Executive has not yet been paidattained the age of 65 as of the Date of Termination, the Executive shall be deemed to have attained the age of 65 as of the Date of Termination for purposes of the normal retirement provisions of the SERP, and (ii) the Executive shall be deemed to have accumulated fifteen (15) years of continuous service on the Date of Termination for purposes of the benefit accrual provisions of the SERP, in addition to the number of years of service already accumulated by the Executive as of the Date of Termination. In satisfaction of the Company's obligations under this paragraph 4(f), at the option of the Executive, the Company either shall (A) pay within thirty (30) days after the Date of Termination, an amount equal to the present value of your the Executive's accrued unused vacation daysSERP benefit under this paragraph 4(f), if any, utilizing the discount rate for calculating such present value in accordance with this paragraph 4(f), or (ii) purchase an annuity or similar instrument owned by the Executive and payable to the Executive (or the Executive's beneficiaries, as the case may be) which provides for payment of the accrued SERP benefit under this paragraph 4(f) consistent with the benefit payment provisions of the SERP. Such annuity or other instrument, if so elected by the Executive, shall be purchased and delivered to the Executive by the Company within thirty (30) days after the Date of Termination. For purposes of this Agreement, the discount rate for calculating the present value of the Executive's accrued SERP benefit under this paragraph 4(f) shall be equal to the "discount rate" as defined in the Statement of Financial Accounting Standards No. 87 published by the Financial Accounting Standards Board, utilized for purposes of the most recent audit disclosure relating to the Company's tax-qualified defined benefit pension plan preceding the Change in Control by the "enrolled actuary" (as defined in Section 7701(a)(35) of the Code), who signed the Schedule B to the most recent Internal Revenue Service Form 5500 relating to the Company's tax-qualified defined benefit pension plan, filed prior to the Change in Control; and and (bg) will reimburse you for expenses properly incurred In event that any payment or benefit received or to be received by you on behalf the Executive in connection with a Change in Control of the Company prior to such or the termination and properly documented in accordance with Section 3(d) above. Such amounts will be paid promptly after termination. (b) If the Company terminates your employment without Cause, or you terminate your employment with Good Reason, the Company will pay you an amount equal to your Severance Compensation in twenty (20) equal monthly installments in arrears commencing one month after the date of termination and shall also pay you, on the date of your termination, your Accrued Base Compensation as of the termination date. The Company’s obligation to make such payments to you shall cease upon your material breach of any written agreement between you and the Company or of any written policy of the Company by which you are boundExecutive's employment, if such breach causes or is likely to cause material harm whether pursuant to the Company. (c) If the Company terminates your employment at terms of this Agreement or any time for Causeother plan, arrangement or upon your death or Disability, the Company will pay you your Accrued Base Compensation. (d) Upon any termination of your employment agreement with the Company (collectively, with the payments and benefits hereunder, "Total Payments") are subject to which tax imposed by Section 4(b) applies4999 of the Code (the "Excise Tax"), the Company shall maintain pay to the Executive 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(g) in determining the amount of Excise Tax (A) no portion of the Total Payments, the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment, shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel selected by the Executive and acceptable to the Company's independent auditors, is not likely to constitute a "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 you were receiving as 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 date and shall take such measures as are permissible under its medical, life, and disability insurance and any other employee benefit plans or programs to continue coverage or reimbursement for you (and your family, if applicable) on of the same terms Executive's employment (including by reason of any required contribution by you) as immediately prior to such termination. If it is payment the existence or amount of which cannot permissible to continue any such coverage under any such insurance plansbe determined at the time of the Gross-Up Payment), the Company will 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 you on or distribute to or for the same schedule benefit of the Executive such payments and benefits as set forth 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 the Executive shall have no liability or responsibility to reimburse the Company for any losses incurred by the Company as a result of the Company's inability to deduct such payment, in Section 4(b)whole or in part, as additional severance compensation, such amount, net the result of state and federal income taxes payable by you with respect thereto, as will be sufficient for you to obtain such insurance coverage on an individual basis assuming that you (and each member Section 280G of your family who is to be covered) is a “standard risk” for insurance purposes. Your rights under this Section 4(d) shall continue only for so long as you are entitled to receive payments of Severance Compensation under Section 4(b)the Code."

Payments Upon Termination. (a) In the event of the termination of your If Executive's employment hereunder for any ends by reason or for no reason, the Company (a) will pay to you (or to your estate) of: (i) the portion of your Base Salary that has accrued prior to such termination and has not yet been paid, and Resignation by Executive without Good Reason; (ii) an amount equal The termination by the Company for Cause; or (iii) Death; then the Company shall pay Executive's Base Salary through the Termination Date, accrued, but unpaid bonus for completed performance periods, and any other payments or benefits due to the value of your accrued unused vacation days; and (b) will reimburse you for expenses properly incurred by you on behalf Executive under any plan or policy of the Company prior or as otherwise set forth in this Agreement. In addition, if Executive's employment is terminated due to such termination and properly documented in accordance with Section 3(d) above. Such amounts will be paid promptly after his death, then the Company shall pay to his beneficiaries or estate, as the case may be, a prorated bonus for the year of termination. (b) If Executive's employment hereunder ends by reason of Disability, then the Company terminates your employment without Cause, or you terminate your employment with Good Reason, the Company will shall continue to pay you an amount equal to your Severance Compensation in twenty Executive's Base Salary and pro-rated bonus for six (206) equal monthly installments in arrears commencing one month after the date of termination and shall also pay you, on the date of your termination, your Accrued Base Compensation as of the termination date. The Company’s obligation to make such months offset by any payments to you shall cease upon your material breach of any written agreement between you and Executive should receive under a long-term disability plan maintained by the Company or of its affiliates. In addition, Executive shall be paid any written accrued, but unpaid Bonus for completed performance periods and any other payments or benefits due to Executive under any plan or policy of the Company by which you are bound, if such breach causes or is likely as otherwise set forth in this Agreement including any benefits that Executive may be entitled to cause material harm to under any disability insurance maintained for the Companybenefit of Executive during the term of his employment. (c) If Executive's employment hereunder ends by reason of: (i) Termination by the Company terminates your employment at any time for without Cause, or (ii) Resignation by Executive for Good Reason then the Company shall, within 15 days after the Termination Date, pay Executive a lump sum payment in cash equal to two times the sum of (i) his then annual Base Salary and (ii) his annual bonus paid for the year prior to the year his termination, but in no event shall the sum of Base Salary and annual bonus be less than $500,000 (U.S.) for this purpose ("Severance"), together with any other amounts that he is owed under any incentive plans or upon your death other benefit plans (including, without limitation, severance or Disabilitybonus plans) in which he is then participating. In addition, the Company will pay you your Accrued Base Compensationshall continue to provide Executive and his family with fully paid health and dental insurance coverage for a period of two years following such termination. (d) Upon Termination by the Company for Cause shall mean termination for: (i) An act or acts of dishonesty or fraud, knowingly and intentionally undertaken by Executive, and intended to result in enrichment of Executive at the expense of the Company; (ii) Failure to perform the duties and obligations of Executive's employment which are willful and deliberate on Executive's part and which are not remedied in a reasonable period of time after receipt of written notice from the Company; (iii) The final conviction of Executive of, or plea by Executive of guilty or nolo contendere to, a felony involving moral turpitude; or (iv) A breach of any termination material provision of your employment this Agreement which Executive has failed to cure within thirty (30) days of written notice thereof by the Company. For purposes of this paragraph, no act by Executive shall be considered "willful" or "intentional" unless committed in bad faith or without a reasonable belief that the act or omission was in the best interests of the Company. Cause shall not exist under this paragraph unless and until the Company has delivered to Executive a copy of a resolution duly adopted by a majority of the Board (excluding Executive for purposes of determining such majority) at a meeting of the Board called and held for such purpose (after reasonable (but in no event less than twenty (20) days) notice to Executive and an opportunity for Executive, together with the Company counsel, to which Section 4(b) appliesbe heard before the Board), finding that in the Company shall maintain the benefits that you were receiving as good faith opinion of the termination date and shall take such measures as are permissible under its medicalBoard, life, and disability insurance and any other employee benefit plans or programs to continue coverage or reimbursement for you (and your family, if applicable) on Executive was guilty of the same terms (including any required contribution by you) as immediately prior to such termination. If it is not permissible to continue any such coverage under any such insurance plans, the Company will pay you on the same schedule as conduct set forth in Section 4(b), as additional severance compensation, such amount, net this paragraph and specifying the particulars thereof in detail. This shall not prevent Executive from challenging in any court of state and federal income taxes payable by you with respect thereto, as will be sufficient for you to obtain such insurance coverage on an individual basis assuming competent jurisdiction the Board's determination that you (and each member of your family who is to be covered) is a “standard risk” for insurance purposes. Your rights under this Section 4(d) shall continue only for so long as you are entitled to receive payments of Severance Compensation under Section 4(b)Cause exists.

Payments Upon Termination. (a) In the event of the termination of your employment hereunder for any reason or for no reason, the Company (a) will pay to you (or to your estate) (i) the portion of your Base Salary that has accrued prior to such termination and has not yet been paid, and (ii) an amount equal to the value of your accrued unused vacation days; and (b) will reimburse you for expenses properly incurred by you on behalf of the Company prior to such termination and properly documented in accordance with Section 3(d) above2.1. Such amounts will be paid promptly after termination. (b) If the Company terminates your the Employee's employment without Cause, or you terminate your the Employee terminates his or her employment with Good Reason, the Company will pay you the Employee an amount equal to your his Severance Compensation in twenty six (206) equal monthly installments in arrears commencing one month after the date of termination and shall also pay youhim, on the date of your termination, your his Accrued Base Compensation plus his Accrued Incentive Compensation as of the termination date. The Company’s 's obligation to make such payments to you shall cease upon your the Employee's material breach of any written agreement between you the Company and the Company Employee or of any written policy of the Company by which you are the Employee is bound, if such breach causes or is likely to cause material harm to the Company. (c) 2.2. If the Company terminates your the Employee's employment at any time for Cause, or upon your the Employee's death or Disability, the Company will pay you your the Employee his Accrued Base Compensation. (d) 2.3. Upon any termination of your the Employee's employment with the Company to which Section 4(b) 2.1 applies, the Company shall maintain the benefits that you were the Employee is receiving as of the termination date and shall take such measures as are permissible under its medical, life, and disability insurance and any other employee benefit plans or programs to continue coverage or reimbursement for you the Employee (and your the Employee's family, if applicable) on the same terms (including any required contribution by youthe Employee) as immediately prior to such termination. If it is not permissible to continue any such coverage under any such insurance plans, the Company will pay you on the same schedule as set forth in Section 4(b)Employee, as additional severance compensation, such amount, net of state and federal income taxes payable by you the Employee with respect thereto, as will be sufficient for you the Employee to obtain such insurance coverage on an individual basis assuming that you the Employee (and each member of your the Employee's family who is to be covered) is a “"standard risk” " for insurance purposes. Your The Employee's rights under this Section 4(d) 2.3 shall continue only for so long as you are the Employee is entitled to receive payments of Severance Compensation under Section 4(b)2.1.

Payments Upon Termination. (a) In the event of the termination of your If Executive's employment hereunder for any ends by reason or for no reason, the Company (a) will pay to you (or to your estate) of: (i) the portion of your Base Salary that has accrued prior to such termination and has not yet been paid, and Resignation by Executive without Good Reason; (ii) an amount equal The termination by the Company for Cause; or (iii) Death; then the Company shall pay Executive's Base Salary through the Termination Date, accrued, but unpaid Bonus for completed performance periods, and any other payments or benefits due to the value of your accrued unused vacation days; and (b) will reimburse you for expenses properly incurred by you on behalf Executive under any plan or policy of the Company prior or as otherwise set forth in this Agreement. In addition, if Executive's employment is terminated due to such termination and properly documented in accordance with Section 3(d) above. Such amounts will be paid promptly after his death, then the Company shall pay to his beneficiaries or estate, as the case may be, a pro-rated Bonus for the year of termination. (b) If Executive's employment hereunder ends by reason of Disability, then the Company terminates your employment without Cause, or you terminate your employment with Good Reason, the Company will shall continue to pay you an amount equal to your Severance Compensation in twenty Executive's Base Salary and pro-rated Bonus for six (206) equal monthly installments in arrears commencing one month after the date of termination and shall also pay you, on the date of your termination, your Accrued Base Compensation as of the termination date. The Company’s obligation to make such months offset by any payments to you shall cease upon your material breach of any written agreement between you and Executive should receive under a long-term disability plan maintained by the Company or of its affiliates. In addition, Executive shall be paid any written accrued, but unpaid Bonus for completed performance periods and any other payments or benefits due to Executive under any plan or policy of the Company by which you are bound, if such breach causes or is likely as otherwise set forth in this Agreement including any benefits that Executive may be entitled to cause material harm to under any disability insurance maintained for the Companybenefit of Executive during the term of his employment. (c) If Executive's employment hereunder ends by reason of: (i) Termination by the Company terminates your employment at any time for without Cause, or (ii) Resignation by Executive for Good Reason then the Company shall, within 15 days after the Termination Date, pay Executive a lump sum payment in cash equal to two times the sum of (i) his then annual Base Salary and (ii) his annual Bonus paid for the year prior to the year his termination, but in no event shall the sum of Base Salary and annual Bonus be less than $237,000 (U.S.) for this purpose ("Severance"), together with any other amounts that he is owed under any incentive plans or upon your death other benefit plans (including, without limitation, severance or Disabilitybonus plans) in which he is then participating and any amounts that may become due under Section 4(e) for the year of termination, taken into account the Severance. In addition, the Company will pay you your Accrued Base Compensationshall continue to provide Executive and his family with fully paid health and dental insurance coverage for a period of two years following such termination. (d) Upon Termination by the Company for Cause shall mean termination for: (i) An act or acts of dishonesty or fraud, knowingly and intentionally undertaken by Executive, and intended to result in enrichment of Executive at the expense of the Company; (ii) Failure to perform the duties and obligations of Executive's employment which are willful and deliberate on Executive's part and which are not remedied in a reasonable period of time after receipt of written notice from the Company; (iii) The final conviction of Executive of, or plea by Executive of guilty or nolo contendere to, a felony involving moral turpitude; or (iv) A breach of any termination material provision of your employment this Agreement which Executive has failed to cure within thirty (30) days of written notice thereof by the Company. For purposes of this paragraph, no act by Executive shall be considered "willful" or "intentional" unless committed in bad faith or without a reasonable belief that the act or omission was in the best interests of the Company. Cause shall not exist under this paragraph unless and until the Company has delivered to Executive a copy of a resolution duly adopted by a majority of the Board (excluding Executive for purposes of determining such majority) at a meeting of the Board called and held for such purpose (after reasonable (but in no event less than twenty (20) days) notice to Executive and an opportunity for Executive, together with the Company counsel, to which Section 4(b) appliesbe heard before the Board), finding that in the Company shall maintain the benefits that you were receiving as good faith opinion of the termination date and shall take such measures as are permissible under its medicalBoard, life, and disability insurance and any other employee benefit plans or programs to continue coverage or reimbursement for you (and your family, if applicable) on Executive was guilty of the same terms (including any required contribution by you) as immediately prior to such termination. If it is not permissible to continue any such coverage under any such insurance plans, the Company will pay you on the same schedule as conduct set forth in Section 4(b), as additional severance compensation, such amount, net this paragraph and specifying the particulars thereof in detail. This shall not prevent Executive from challenging in any court of state and federal income taxes payable by you with respect thereto, as will be sufficient for you to obtain such insurance coverage on an individual basis assuming competent jurisdiction the Board's determination that you (and each member of your family who is to be covered) is a “standard risk” for insurance purposes. Your rights under this Section 4(d) shall continue only for so long as you are entitled to receive payments of Severance Compensation under Section 4(b)Cause exists.

Payments Upon Termination. (a) In the event of the termination of your employment hereunder Employee is terminated for any reason or for no reasonwhatsoever, the Company (a) will VDI shall pay to you (or Employee all accrued and unpaid Base Salary, all accrued and unpaid vacation and other accrued and unpaid benefits set forth herein to your estate) (i) the portion date of your Base Salary that has accrued termination, reimbursement of expenses prior to such the date of termination and has not yet been paid, and (ii) an amount equal to the value of your accrued unused vacation days; and (b) will reimburse you for expenses properly incurred by you on behalf of the Company prior to such termination and properly documented in accordance with Section 3(d) abovethe provisions of this Agreement; continued insurance benefits under such circumstances and for such periods of time as are mandated by applicable state or federal law; and such other benefits or entitlements that are deemed to be vested pursuant to the provisions of Employee Retirement Income Security Act of 1974, as from time to time amended, and any regulations promulgated pursuant thereto. Such amounts will benefits shall be paid payable in accordance with the provisions therefor in this Agreement, or with regard to benefits for which no provision is made, promptly after terminationfollowing termination of employment. (b) If In the Company terminates your employment event Employee is terminated by VDI (other than pursuant to Section 5.3) without Cause, or you terminate your employment with Good Reasonthen, in addition to the Company will pay you an amount equal payments due to your Severance Compensation in twenty (20) equal monthly installments in arrears commencing one month after Employee under Section 5.4(a), and as Employee's sole and exclusive rights and remedies, VDI shall, for the date of termination and shall also pay you, on the date of your termination, your Accrued Base Compensation as remainder of the termination date. The Company’s obligation Term, be obligated to make such payments continue to you shall cease upon your material breach of any written agreement between you and the Company or of any written policy of the Company by which you are bound, if such breach causes or is likely to cause material harm provide to the CompanyEmployee his Base Salary in accordance with the terms hereof. (c) If Employee shall have no duty to seek alternative employment in the Company terminates your event of termination. Notwithstanding the foregoing, VDI and Employee agree that if Employee enters into employment at any time for after termination by VDI hereunder without Cause or Special Cause, the total compensation earned by Employee together with any welfare or upon your death other benefits earned or Disabilityreceived by Employee during any period that Employee continues to receive Base Salary shall be deducted from the amount, the Company will if any, which VDI would otherwise be required to pay you your Accrued Base Compensation. or provide to Employee during such period hereunder. Employee agrees that he shall give written notice to VDI (d) Upon promptly after accepting any engagement or employment or furnishing his services after termination of your his employment with the Company VDI) of any amounts earned (or to which Section 4(bbe earned) applies, the Company shall maintain the benefits that you were receiving as of the termination date and shall take such measures as are permissible under its medical, life, and disability insurance by Employee and any other employee benefit plans benefits provided (or programs to continue coverage or reimbursement for you (and your family, if applicable) on the same terms (including any required contribution by you) as immediately prior to such termination. If it is not permissible to continue any such coverage under any such insurance plans, the Company will pay you on the same schedule as set forth in Section 4(b), as additional severance compensation, such amount, net of state and federal income taxes payable by you with respect thereto, as will be sufficient for you to obtain such insurance coverage on an individual basis assuming that you (and each member of your family who is to be coveredprovided) is a “standard risk” for insurance purposes. Your rights under this Section 4(d) shall continue only for so long as you are entitled to receive payments of Severance Compensation under Section 4(b)Employee pursuant to his new engagement or employment arrangement.

Payments Upon Termination. (aa. Whether or not you sign this Agreement, Regis will pay you: 1) In All wages you have earned through and including the event Departure Date; and 2) Your accrued but unused PTO benefit. By signing this Agreement, you agree that you have already been paid all of the termination these sums, specifically including all of your wages and PTO benefits due to you as a result of your employment hereunder for any reason or for and termination of employment with Regis and that no reason, the Company (a) will pay other sums are due to you (or to your estate) (i) the portion as a result of your Base Salary that has accrued prior to such employment and termination of employment with Regis except as set forth below in paragraphs 2.b.1), 2) and has not yet been paid, and (ii) an amount equal 3). b. In addition to the value payments set forth in 2.a.1) and 2), Regis shall pay you: 1) Any medical expenses incurred under the ExecMed Program that are incurred on or before the Departure Date, which reimbursements shall be made in the normal course upon timely presentation of claims; 2) Reimbursement for all necessary business expenses you have incurred through the Departure Date, if any, for which you seek reimbursement. Any such request for reimbursement must be submitted within one month after the Departure Date to comply with Regis’ policies regarding reimbursement requests and be directed to Xxxxxx Xxxxxxx, Regis Corp., 0000 Xxxxx Xxxxxxxxx, Xxxxxxxxxxx, XX 00000. Thereafter, you agree that you will be ineligible for further expense reimbursement from Regis, unless otherwise required by law. Upon submission of your accrued unused vacation days; and (b) timely request for reimbursement, Regis will reimburse you for all necessary business expenses properly you incurred by you on behalf pursuant to the Company’s regular business practices; and 3) All compensation accrued as of the Company prior to such termination and properly documented in accordance with Section 3(d) above. Such amounts will be paid promptly after termination. (b) If the Company terminates your employment without Cause, or you terminate your employment with Good Reason, the Company will pay you an amount equal to your Severance Compensation in twenty (20) equal monthly installments in arrears commencing one month after the date of termination and shall also pay you, on the date of your terminationtermination under each plan or program of the Corporation in which you may be participating at the time of termination in accordance with the terms of such plan or program, your Accrued Base Compensation including but not limited to the Executive Retirement Savings Plan, the Regis Individual Secured Retirement Plan, and the Long-Term Incentive plans and equity awards thereunder. This Agreement has no effect on such plans, and the amount to which Employee is entitled under the foregoing is subject to each plan’s terms and conditions. For sake of clarity, “all compensation accrued as of the date of your termination date. The Company’s obligation to make such payments to you shall cease upon your material breach of any written agreement between you and the Company under each plan or of any written policy program of the Company corporation” shall specifically include Employee’s contributions and all matching contributions made by which you are bound, if such breach causes or is likely to cause material harm Regis to the CompanyExecutive Retirement Savings Plan and/or the Regis Individual Secured Retirement Plan. (c) If the Company terminates your employment at any time for Cause, or upon your death or Disability, the Company will pay you your Accrued Base Compensation. (d) Upon any termination of your employment with the Company to which Section 4(b) applies, the Company shall maintain the benefits that you were receiving as of the termination date and shall take such measures as are permissible under its medical, life, and disability insurance and any other employee benefit plans or programs to continue coverage or reimbursement for you (and your family, if applicable) on the same terms (including any required contribution by you) as immediately prior to such termination. If it is not permissible to continue any such coverage under any such insurance plans, the Company will pay you on the same schedule as set forth in Section 4(b), as additional severance compensation, such amount, net of state and federal income taxes payable by you with respect thereto, as will be sufficient for you to obtain such insurance coverage on an individual basis assuming that you (and each member of your family who is to be covered) is a “standard risk” for insurance purposes. Your rights under this Section 4(d) shall continue only for so long as you are entitled to receive payments of Severance Compensation under Section 4(b).

Payments Upon Termination. (a) In the event of the Upon termination of your employment hereunder for any reason or for no reason, you shall be paid all accrued but unpaid base salary through the date your employment terminates, reimbursement for ordinary and necessary business expenses incurred by you but not yet paid to you as of the date your employment terminates, and all accrued but unused vacation as of the date your employment terminates. Except as otherwise provided in this Agreement with respect to continued vesting subject to your Continuous Service, any unvested Company equity awards that you hold, including, but not limited to, any unvested options, shall terminate as of your termination date. In addition, solely in the event that your employment is terminated by the Company without Cause or by you with Good Reason, subject to the immediately succeeding paragraph, you will be entitled to severance pay in an amount equal to your then-current base salary for a period equal to the Term of Employment, up to a maximum of twelve (12) months and subject to a minimum of six (6) months (“Severance”). The Severance will be paid in the form of salary continuation, less applicable payroll deductions and withholdings, in accordance with the Company’s regular payroll schedule. For the avoidance of doubt, in no event will you be entitled to any severance if there exists a basis (as determined by the Board in its reasonable judgment) to terminate your employment for Cause as of the date of termination. The Severance is in lieu of, and not in addition to, any severance or similar payments or benefits to which you may be entitled in the event of termination of employment pursuant to any plan, program, policy, or practice of the Company or any of its affiliates. Your receipt of the Severance is conditional upon your compliance with your obligations to the Company and its affiliates (including without limitation under this Agreement and any other agreement with the Company or any of its affiliates) and your delivering to the Company a general release of claims in favor of the Company and related persons and entities in a form acceptable to the Company (aincluding without limitation such provisions as nondisclosure and non-disparagement as the Company deems advisable) will pay such that it becomes effective (with all revocation periods having expired without exercise) within 30 days following your termination date. If you breach any of your obligations to the Company or any of its affiliates (including without limitation under this Agreement or any other agreement with the Company or any of its affiliates), in addition to any other remedies that may be available, you (or to your estate) (i) will immediately return to the Company any portion of your Base Salary the Severance that has accrued prior been paid to such termination and has not yet been paidyou, and (ii) an amount equal to the value of your accrued unused vacation days; and (b) will reimburse you for expenses properly incurred by you on behalf of the Company prior to such termination and properly documented in accordance with Section 3(d) above. Such amounts will be paid promptly after termination. (b) If the Company terminates your employment without Cause, or you terminate your employment with Good Reason, the Company will pay you an amount equal to your Severance Compensation in twenty (20) equal monthly installments in arrears commencing one month after the date of termination and shall also pay you, on the date of your termination, your Accrued Base Compensation as of the termination date. The Company’s obligation to make such payments to you shall cease upon your material breach of any written agreement between you and the Company or of any written policy of the Company by which you are bound, if such breach causes or is likely to cause material harm to the Company. (c) If the Company terminates your employment at any time for Cause, or upon your death or Disability, the Company will pay you your Accrued Base Compensation. (d) Upon any termination of your employment with the Company to which Section 4(b) applies, the Company shall maintain the benefits that you were receiving as of the termination date and shall take such measures as are permissible under its medical, life, and disability insurance and any other employee benefit plans or programs to continue coverage or reimbursement for you (and your family, if applicable) on the same terms (including any required contribution by you) as immediately prior to such termination. If it is not permissible to continue any such coverage under any such insurance plans, the Company will pay you on the same schedule as set forth in Section 4(b), as additional severance compensation, such amount, net of state and federal income taxes payable by you with respect thereto, as will be sufficient for you to obtain such insurance coverage on an individual basis assuming that you (and each member of your family who is to be covered) is a “standard risk” for insurance purposes. Your rights under this Section 4(d) shall continue only for so long as you are entitled to receive payments of Severance Compensation under Section 4(b)no further Severance.

Payments Upon Termination. (a) In the event of Termination within three years after a Change in Control or Resignation between six months and two years after a Change in Control, the termination Executive shall receive: A. An amount equal to the Executive's Average Total Compensation, multiplied by the length in years, including fractional years, of your employment hereunder for any reason the Benefit Period. This payment shall be made by the Company within thirty calendar days after the Executive's Termination Date or for no reasonResignation Date as the case may be. B. A payment by the Company (or, if applicable, the Company (ashall cause the appropriate Operating Company to make a payment) will pay to you (or to your estate) (i) the portion of your Base Salary that has accrued prior to such termination and has not yet been paid, and (ii) in an amount equal to three times the value of your accrued unused vacation days; Company's average aggregate contribution to the Executive's accounts in the Savings Plans for the last three full years preceding the Change in Control, to be made within thirty calendar days after the Executive's Termination Date or Resignation Date, as the case may be. C. During the Benefit Period, the benefits associated with continued participation in the employee health, life insurance, disability income and (b) will reimburse you for expenses properly incurred by you on behalf other welfare benefit plans of the Company and/or any Operating Company in which he was participating immediately prior to such termination and properly documented the Change in accordance with Section 3(d) above. Such amounts will be paid promptly after termination. (b) If Control, upon provisions substantially similar to or more favorable to the Company terminates your employment without Cause, or you terminate your employment with Good Reason, Executive than those contained in the Company will pay you an amount equal to your Severance Compensation in twenty (20) equal monthly installments in arrears commencing one month after the date of termination and shall also pay you, on the date of your termination, your Accrued Base Compensation respective plans as of the termination date. The Company’s obligation to make Termination Date or the Resignation Date; provided, however, that if participation by the Executive in any of such payments to you shall cease upon your material breach of any written agreement between you and the Company or of any written policy of the Company by which you are boundplans is not permitted, if such breach causes or is likely to cause material harm due to the Company. (c) If the Company terminates your employment at any time requirements for Cause, or upon your death or Disability, the Company will pay you your Accrued Base Compensation. (d) Upon any termination of your employment with the Company to which Section 4(b) applieseligibility for participation contained therein, the Company shall maintain (or shall cause the applicable Operating Company to) pay or provide for the payment of the benefits that you were receiving as of described in those plans to the termination date and shall take such measures as are permissible under its medicalExecutive and/or his dependents, life, and disability insurance and any other employee benefit plans or programs to continue coverage or reimbursement for you (and your familyor, if applicable) on , to his beneficiaries or estate as if he were employed by the same terms (including any required contribution Company during the Benefit Period in the position held by you) as him immediately prior to such termination. the Change in Control. D. Reimbursement for the cost of outplacement services rendered to the Executive as part of efforts made by the Executive to obtain employment following his Termination Date or Resignation Date. E. If it the Executive is not permissible to continue any such coverage under any such insurance plans, a Disqualified Individual (as the Company will pay you on the same schedule as set forth term "Disqualified Individual" is defined in Section 4(b)280G of the Code, or any successor provision thereto) and if any payment to the Executive, whether under this Agreement or otherwise, would be an Excess Parachute Payment (as the term "Excess Parachute Payment" is defined in Section 280G of the Code or any successor provision thereto) but for the application of this sentence, then the amount of the payments otherwise payable to the Executive pursuant to this Agreement shall be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of the payments made to the Executive, as additional severance compensationso reduced, such amountconstitutes an Excess Parachute Payment. The reduction, net of state and federal income taxes payable if any, contemplated by you with respect thereto, as will the immediately preceding sentence shall be sufficient for you effected by reducing to obtain such insurance coverage on an individual basis assuming that you (and each member of your family who is the extent necessary the benefits otherwise to be covered) is a “standard risk” for insurance purposes. Your rights under this Section 4(d) shall continue only for so long as you are entitled provided by Paragraph 2.C hereof, and then, if necessary, by reducing the benefits otherwise to receive payments of Severance Compensation under Section 4(b)be provided by Paragraph 2.B hereof, and then, if necessary, by reducing the benefits provided by Paragraph 2.A hereof.

Payments Upon Termination. (a) In the event of the termination of your employment hereunder for any reason or for no reason, the Company (a) will pay to you (or to your estate) (i) the portion of your Base Salary that has accrued prior to such termination and has not yet been paid, and (ii) an amount equal to the value of your accrued unused vacation days; and (b) will reimburse you for expenses properly incurred by you on behalf of the Company prior to such termination and properly documented in accordance with Section 3(d) above2.1. Such amounts will be paid promptly after termination. (b) If the Company terminates your the Employee’s employment without Cause, or you terminate your the Employee terminates his or her employment with Good Reason, the Company will pay you the Employee an amount equal to your his Severance Compensation in twenty twelve (2012) equal monthly installments in arrears commencing one month after the date of termination and shall also pay youhim, on the date of your termination, your his Accrued Base Compensation as of the termination date. The Company’s obligation to make such payments to you shall cease upon your the Employee’s material breach of any written agreement between you the Company and the Company Employee or of any written policy of the Company by which you are the Employee is bound, if such breach causes or is likely to cause material harm to the Company. All payments to be made under Section 2.3 shall be made on the same schedule as set forth in this Section 2.1. In addition, in the event of such a termination without cause or if the Employee terminates for Good Reason, then to the extent Employee holds stock options and/or restricted shares in the Company, an additional six (6) months of vesting shall accelerate on such departure date. Employee would then have 3 business days from such departure date to exercise any accelerated or previously vested options. (c) 2.2. If the Company terminates your the Employee’s employment at any time for Cause, or upon your the Employee’s death or Disability, the Company will pay you your the Employee his Accrued Base Compensation. (d) 2.3. Upon any termination of your the Employee’s employment with the Company to which Section 4(b) 2.1 applies, the Company shall maintain the benefits that you were the Employee is receiving as of the termination date and shall take such measures as are permissible under its medical, life, and disability insurance and any other employee benefit plans or programs to continue coverage or reimbursement for you the Employee (and your the Employee’s family, if applicable) on the same terms (including any required contribution by youthe Employee) as immediately prior to such termination. If it is not permissible to continue any such coverage under any such insurance plans, the Company will pay you on the same schedule as set forth in Section 4(b)Employee, as additional severance compensation, such amount, net of state and federal income taxes payable by you the Employee with respect thereto, as will be sufficient for you the Employee to obtain such insurance coverage on an individual basis assuming that you the Employee (and each member of your the Employee’s family who is to be covered) is a “standard risk” for insurance purposes. Your The Employee’s rights under this Section 4(d) 2.3 shall continue only for so long as you are the Employee is entitled to receive payments of Severance Compensation under Section 4(b)2.1.

Payments Upon Termination. (a) In If the event of the termination of your Company terminates Executive’s employment hereunder for any reason other than Cause or Executive resigns for no reasonGood Reason, the Company (a) will pay to you then Executive (or to your Executive’s estate) shall receive the following compensation, only: (i) the portion of your Executive’s then current Annual Base Salary that which has accrued prior to such termination and has not yet been paid, and through Executive’s date of termination; (ii) an amount equal any vested incentive payments, stock options and restricted stock and other benefits to the value of your accrued unused vacation days; and (b) will reimburse you for expenses properly incurred by you on behalf which Executive is entitled as of the Company prior to such date of termination and properly documented in accordance with Section 3(dthe 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. Such amounts will be paid promptly , 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 eighteen (18) 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 eighteen (18) 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 the Company Executive’s employment terminates your employment without Cause, within twenty-four (24) months of a Change in Control for any reason other than Cause or you terminate your employment with Executive resigns for Good Reason, then Executive (or Executive’s estate) shall receive the Company will pay you an amount equal 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 your Severance Compensation in twenty (20) equal monthly installments in arrears commencing one month after 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 also pay youto Executive, in addition to the amounts set forth above, the following severance payments and benefits: (A) Eighteen (18) months of Executive’s Annual Target Bonus; (B) continuation of Executive’s then current Annual Base Salary for eighteen (18) 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 respects shall be subject to the terms of the CAP and award grant. (D) reimbursement of Executive’s costs of medical insurance continuation pursuant to COBRA for eighteen (18) 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 your termination, your Accrued Base Compensation as of the termination date. The Company’s obligation to make such payments to you shall cease upon your material breach of any written agreement between you and the Company or of any written policy of the Company by which you are bound, if such breach causes or is likely to cause material harm to the Company. (c) If For purposes of Section 7.6(b), a "Change in Control" of the Company terminates your employment 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 may 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) A sale of all or substantially all of the assets of the Company; or (iv) The Board of Directors shall approve any time for Causemerger, consolidation, or upon your death like business combination or Disabilityreorganization of the Company, the Company will pay you your Accrued Base Compensationconsummation 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 described in this Section 7.6(a)(iii) or 7.6(b)(iii), 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 first regular payday that follows the sixty (60)-day anniversary of the date of termination (the “latest commencement date”); provided that if the latest commencement date falls in the year following the year that includes the termination date, payment shall commence not earlier than the first regular payday in such following year. Anything else contained herein to the contrary, in no event shall any amount payable to the Executive pursuant to Section 7.6(a)(iii) or 7.6(b)(iii) be paid later than the last day of the second year after the year that includes the termination date, and any amount that would otherwise be payable after such date shall be paid on such date. (d) Upon any termination of your employment with If the Company terminates Executive’s employment for Cause, then Executive shall be entitled only to which Section 4(b) applies, the Company shall maintain the benefits that you were receiving as of the termination date and shall take such measures as are permissible under its medical, life, and disability insurance and any other employee benefit plans or programs to continue coverage or reimbursement for you (and your family, if applicable) on the same terms (including any required contribution by you) as immediately prior to such termination. If it is not permissible to continue any such coverage under any such insurance plans, the Company will pay you on the same schedule as compensation set forth in Section 4(b)7.6(a)(i) above. If Executive voluntarily resigns for other than Good Reason, as additional severance compensation, such amount, net of state and federal income taxes payable by you with respect thereto, as will then Executive shall be sufficient for you to obtain such insurance coverage on an individual basis assuming that you (and each member of your family who is to be covered) is a “standard risk” for insurance purposes. Your rights under this Section 4(d) shall continue only for so long as you are entitled to receive payments of Severance Compensation under Section 4(b)only the compensation set forth in Sections 7.6(a)(i)-(ii) above. Such amounts shall be paid in accordance with the Company’s normal payroll procedures and policies.

Payments Upon Termination. (a) In the event of the termination of your If Executive’s employment hereunder for any ends by reason or for no reason, the Company (a) will pay to you (or to your estate) of: (i) the portion of your Base Salary that has accrued prior to such termination and has not yet been paid, and Resignation by Executive without Good Reason; (ii) an amount equal The termination by the Company for Cause; or (iii) Death; then the Company shall pay Executive’s Base Salary through the Termination Date, accrued but unpaid bonus for completed performance periods, and any other payments or benefits due to the value of your accrued unused vacation days; and (b) will reimburse you for expenses properly incurred by you on behalf Executive under any plan or policy of the Company prior or as otherwise set forth in this Agreement. In addition, if Executive’s employment is terminated due to such termination and properly documented in accordance with Section 3(d) above. Such amounts will be paid promptly after his death, then the Company shall pay to his beneficiaries or estate, as the case may be, a prorated bonus for the year of termination. (b) If Executive’s employment hereunder ends by reason of Disability, then the Company terminates your employment without Cause, or you terminate your employment with Good Reason, the Company will shall continue to pay you an amount equal to your Severance Compensation in twenty Executive’s Base Salary and pro-rated bonus for six (206) equal monthly installments in arrears commencing one month after the date of termination and shall also pay you, on the date of your termination, your Accrued Base Compensation as of the termination date. The Company’s obligation to make such months offset by any payments to you shall cease upon your material breach of any written agreement between you and Executive should receive under a long-term disability plan maintained by the Company or of its affiliates. In addition, Executive shall be paid any written accrued, but unpaid Bonus for completed performance periods and any other payments or benefits due to Executive under any plan or policy of the Company by which you are bound, if such breach causes or is likely as otherwise set forth in this Agreement including any benefits that Executive may be entitled to cause material harm to under any disability insurance maintained for the Companybenefit of Executive during the term of his employment. (c) If Executive’s employment hereunder ends by reason of: (i) Termination by the Company terminates your employment at without Cause; (ii) Resignation by Executive for Good Reason; or (iii) The Company electing to terminate this Agreement as of the end of the then current Term by delivery of written notice to Executive in accordance with section 1 of this Agreement, then the Company shall, within 15 days after the Termination Date, pay Executive a lump sum payment in cash equal to two times the sum of his then annual Base Salary (“Severance”), together with any time for Causeother amounts that he is owed under any incentive plans or other benefit plans (including, without limitation, severance or upon your death or Disabilitybonus plans) in which he is then participating. In addition, the Company will pay you your Accrued Base Compensationshall continue to provide Executive and his family with fully paid health and dental insurance coverage for a period of two years following such termination. (d) Upon Termination by the Company for Cause shall mean termination for: (i) An act or acts of dishonesty or fraud, knowingly and intentionally undertaken by Executive, and intended to result in enrichment of Executive at the expense of the Company; (ii) A significant and material failure to perform the duties and obligations of Executive’s employment which are willful and deliberate on Executive’s part and which are not remedied or in the process of being substantially remedied in a reasonable period of time after receipt of written notice from the Company; (iii) The final conviction of Executive of, or plea by Executive of guilty to, an indictable offence involving theft, fraud or any termination other act inconsistent with the general level of your employment conduct reasonably expected of a senior financial executive; or (iv) A breach of any material provision of this Agreement which Executive has failed to cure or to commence to take reasonable steps to cure within thirty (30) days of written notice thereof by the Company. For purposes of this paragraph, no act by Executive shall be considered “willful” or “intentional” unless committed in bad faith or without a reasonable belief that the act or omission was in the best interests of the Company. Cause shall not exist under this paragraph unless and until the Company has delivered to Executive a copy of a resolution duly adopted by a majority of the Board (excluding Executive for purposes of determining such majority) at a meeting of the Board called and held for such purpose (after reasonable, but in no event less than twenty (20) days, notice to Executive and an opportunity for Executive, together with the counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of the conduct set forth in this paragraph and specifying the particulars thereof in detail. This shall not prevent Executive from challenging in any court of competent jurisdiction the Board’s determination that Cause exists. (e) Good Reason for resignation by Executive shall mean resignation because of: (i) without the express written consent of Executive, the assignment to Executive of duties materially adverse and inconsistent in any substantial respect with Executive’s position, authority and responsibilities at the Company or any other material change in authority; (ii) any material failure by the Company to which Section 4(bcomply with the provisions of this Agreement other than any failure remedied by the Company, within thirty (30) applies, days following receipt of notice thereof given by Executive; or (iii) any failure of the Company shall maintain the benefits that you were receiving as of the termination date and shall take such measures as are permissible under its medical, life, and disability insurance and to pay Executive his Base Salary when otherwise due or any other employee benefit plans or programs to continue coverage or reimbursement for you (and your family, if applicable) on the same terms (including any required contribution action taken by you) as immediately prior to such termination. If it is not permissible to continue any such coverage under any such insurance plans, the Company will pay you on or the same schedule as set forth Company to reduce such Base Salary, other than an inadvertent failure which is immediately remedied by the Company after notice thereof given by Executive. (f) Disability means the determination by a physician mutually agreeable to the Company and Executive that Executive is unable to perform Executive’s duties hereunder by reason of illness or other physical or mental impairment or condition for 182 days in Section 4(b), as additional severance compensation, such amount, net of state and federal income taxes payable by you with respect thereto, as will be sufficient for you to obtain such insurance coverage on an individual basis assuming that you (and each member of your family who is to be covered) is a “standard risk” for insurance purposes. Your rights under this Section 4(d) shall continue only for so long as you are entitled to receive payments of Severance Compensation under Section 4(b)any 365 day period.

Payments Upon Termination. (a) In If the event Executive’s employment is terminated by the Company because of the termination of your employment hereunder for any reason death or Permanent Disability or for no reasonCause, by the Executive without Good Reason or if the Employment Term expires, the Company (a) will shall pay to you the Executive (or to your estatehis executor, administrator or other personal representative, as applicable) (i) his full Annual Direct Salary plus Housing and Transportation and Travel Allowances through the portion date of your Base Salary that has accrued prior to such termination of employment at the rate in effect at the time of termination and has not yet been paid, and (ii) an amount equal the Company shall have no further obligations to the value Executive under this Agreement (and the Executive shall not be entitled to payment of your accrued unused vacation days; and (b) will reimburse you for expenses properly incurred by you on behalf of the Company prior to such termination and properly documented in accordance with Section 3(d) above. Such amounts will be paid promptly after terminationany unpaid bonus or incentive award). (b) If the Executive’s employment is terminated by the Company terminates your employment without Cause, Cause or you terminate your employment with by the Executive for Good Reason, then the Company will shall pay you to the Executive, as full and complete liquidated damages hereunder, an amount equal to your Severance Compensation the Executive’s then monthly Annual Direct Salary plus Housing and Transportation and Travel Allowances multiplied by six (6), with such amount payable in twenty (20) equal monthly installments beginning in arrears commencing one the month after following the date end of termination and any applicable revocation period. The Company shall also pay youmaintain in full force and effect, on to the date of your terminationextent permitted by the applicable policy, your Accrued Base Compensation as for the continued benefit of the termination date. The Company’s obligation to make such payments to you shall cease upon your material breach of Executive for the period in which the Executive is receiving the foregoing payments, any written agreement between you and the Company medical or of any written policy health-and-accident plan or arrangement of the Company by in which you are bound, if the Executive is a participant at the time of such breach causes or is likely to cause material harm to the Company. (c) If the Company terminates your employment at any time for Cause, or upon your death or Disability, the Company will pay you your Accrued Base Compensation. (d) Upon any termination of your employment with employment; provided that the Company Executive shall remain responsible for continuing to which Section 4(b) applies, pay his share of the costs of such coverage; provided further that the Company shall not be under any duty to maintain such coverage if the Executive becomes eligible for coverage under any other employer’s insurance and the Executive shall give the Company prompt notice of when such eligibility occurs. In addition to the above, any previously awarded but unpaid Bonuses shall become immediately payable. No payments or benefits that you were receiving as of shall be provided hereunder (i) unless and until the termination date Company has first received a signed general release from the Executive in a form acceptable to the Company releasing the Company and shall take such measures as are permissible under its medical, life, and disability insurance Affiliates and any other employee benefit plans or programs to continue coverage or reimbursement for you (and your family, if applicable) on the same terms (including any required contribution parties identified by you) as immediately prior to such termination. If it is not permissible to continue any such coverage under any such insurance plans, the Company will pay you on and Affiliates therein, and (ii) to the same schedule as set forth in Section 4(b), as additional severance compensation, such amount, net extent that the Executive has breached any of state and federal income taxes payable by you with respect thereto, as will be sufficient for you to obtain such insurance coverage on an individual basis assuming that you (and each member of your family who is to be covered) is a “standard risk” for insurance purposes. Your rights under this Section 4(d) shall continue only for so long as you are entitled to receive payments of Severance Compensation under Section 4(b)his post-termination obligations hereunder.