Common use of Payments Upon Termination Clause in Contracts

Payments Upon Termination. (a) If this Agreement is terminated for any reason set forth in Section 7, then Employee shall be entitled to receive (i) his earned but unpaid Base Salary through the date of the termination, (ii) any accrued and unused vacation or paid time off through the date of termination, (iii) reimbursement of any business expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.05, and (iv) any earned but unpaid bonus pursuant to Section 4.02 for the calendar year prior to termination to the extent not yet paid when due (together, the “Accrued Compensation”). (b) If Employee’s employment is terminated pursuant to Section 7.01(a) or (d) and provided that Employee shall have executed and delivered to the Company a release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and any period for rescission of such Release shall have expired without Employee having rescinding such Release, in addition to the Accrued Compensation, Employee shall be entitled to receive an amount equal to continuation of the Base Salary for up to twelve (12) months from the date of termination, payable in twelve equal monthly installments in accordance with the Company’s regular payroll practices; reimbursement, up to a maximum of twelve (12) months, of the Company-paid portion of premium payments, as if Employee had remained an active employee, for any COBRA coverage Employee elects, if any; and any unvested equity award, whether made before, on, or after the date of this Agreement, (1) that is subject solely to a time-based vesting condition will accelerate and vest in full and (2) that is subject to subsequent performance-based vesting conditions shall be eligible to vest and be settled based on the actual achievement of the applicable performance objective(s) as if the date of termination was the end of the applicable performance period(s) (the “Equity Acceleration”).

Payments Upon Termination. (a) If this Agreement In the event the Employee’s employment is terminated for by the Company pursuant to Section 4.1 or Section 4.3 or by the Employee pursuant to Section 4.4, the Company shall pay to the Employee the compensation and benefits otherwise payable to her under Section 3 through the last day of her actual employment by the Company, including, but not limited to, any reason set forth bonus awarded prior to the date of termination that is attributable to the period of employment, even if such bonus is payable after the date of termination. Notwithstanding the date of termination of actual employment of the Employee, in the event that the Employee’s employment is terminated by the Employee pursuant to Section 74.4, then the Employee shall be entitled to receive (i) his earned but unpaid Base Salary compensation and benefits hereunder through the date termination of the terminationnotice period. In addition, (ii) any accrued and unused vacation or paid time off through the date of termination, (iii) reimbursement of any business expenses incurred in the ordinary course of business through event that the date of termination that have not yet been reimbursed Employee’s employment is terminated by the Company pursuant to Section 4.054.3, and (iv) the vesting of any earned but unpaid bonus pursuant to Section 4.02 for the calendar year prior to termination options granted to the extent not yet paid when due (together, Employee by the “Accrued Compensation”)Parent shall accelerate in full. (b) If In the event the Employee’s employment is terminated by the Employee pursuant to Section 7.01(a4.2 or by the Company (including by an acquiring or succeeding corporation following a Change in Control) or pursuant to Section 4.4, (di) and provided that Employee the Company shall have executed and delivered pay to the Company a release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and any period for rescission of such Release shall have expired without Employee having rescinding such Release, in addition to the Accrued Compensation, Employee shall be entitled to receive an amount equal to continuation of the Base Salary compensation to which the Employee would otherwise have been entitled had the Employee remained employed by the Company for up to twelve 2 years after such termination (12) months from based on the Employee’s salary as in effect on the date of termination), payable in twelve equal monthly installments in accordance with (ii) the Company’s regular payroll practices; reimbursement, up Company shall continue to a maximum of twelve (12) months, provide to the Employee medical and pension benefits for two years after such termination and any other benefits as the Company is required to do so by the laws of the Companyjurisdiction in which the Employee is employed (to the extent such benefits can be provided to non-paid portion of premium payments, as if Employee had remained an active employee, for any COBRA coverage Employee elects, if any; and any unvested equity award, whether made before, onemployees, or after to the date of this Agreementextent such benefits cannot be provided to non-employees, (1) that is subject solely to a time-based vesting condition will accelerate and vest in full then the cash equivalent thereof), and (2iii) that is subject the vesting of any options granted to subsequent performance-based vesting conditions the Employee by the Parent shall be eligible accelerate in full. The payment to vest and be settled based on the actual achievement Employee of the applicable performance objective(samounts payable under this Section 5.2(b) as if shall (i) be contingent upon the date execution by the Employee of termination was a release in a form reasonably acceptable to the end Company and (ii) constitute the sole remedy of the applicable performance period(s) (Employee in the “Equity Acceleration”event of a termination of the Employee’s employment in the circumstances set forth in this Section 5.2(b).

Payments Upon Termination. (a) If this Agreement In the event the Employee’s employment is terminated for by the Company pursuant to Section 4.1 or Section 4.3 or by the Employee pursuant to Section 4.4, the Company shall pay to the Employee the compensation and benefits otherwise payable to him under Section 3 through the last day of his actual employment by the Company, including, but not limited to, any reason set forth bonus awarded prior to the date of termination that is attributable to the period of employment, even if such bonus is payable after the date of termination. Notwithstanding the date of termination of actual employment of the Employee, in the event that the Employee’s employment is terminated by the Employee pursuant to Section 74.4, then the Employee shall be entitled to receive (i) his earned but unpaid Base Salary compensation and benefits hereunder through the date termination of the terminationnotice period. In addition, (ii) any accrued and unused vacation or paid time off through the date of termination, (iii) reimbursement of any business expenses incurred in the ordinary course of business through event that the date of termination that have not yet been reimbursed Employee’s employment is terminated by the Company pursuant to Section 4.054.3, and (iv) the vesting of any earned but unpaid bonus pursuant to Section 4.02 for the calendar year prior to termination options granted to the extent not yet paid when due (together, the “Accrued Compensation”)Employee by Parent shall accelerate in full. (b) If In the event the Employee’s employment is terminated by the Employee pursuant to Section 7.01(a4.2 or by the Company (including by an acquiring or succeeding corporation following a Change in Control) or pursuant to Section 4.4, (di) and provided that Employee the Company shall have executed and delivered pay to the Company a release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and any period for rescission of such Release shall have expired without Employee having rescinding such Release, in addition to the Accrued Compensation, Employee shall be entitled to receive an amount equal to continuation of the Base Salary compensation to which the Employee would otherwise have been entitled had the Employee remained employed by the Company for up to twelve 2 years after such termination (12) months from based on the Employee’s salary as in effect on the date of termination), payable in twelve equal monthly installments in accordance with (ii) the Company’s regular payroll practices; reimbursement, up Company shall continue to a maximum of twelve (12) months, provide to the Employee medical and pension benefits for two years after such termination and any other benefits as the Company is required to do so by the laws of the Companyjurisdiction in which the Employee is employed (to the extent such benefits can be provided to non-paid portion of premium payments, as if Employee had remained an active employee, for any COBRA coverage Employee elects, if any; and any unvested equity award, whether made before, onemployees, or after to the date of this Agreementextent such benefits cannot be provided to non-employees, (1) that is subject solely to a time-based vesting condition will accelerate and vest in full then the cash equivalent thereof), and (2iii) that is subject the vesting of any options granted to subsequent performance-based vesting conditions the Employee by Parent shall be eligible accelerate in full. The payment to vest and be settled based on the actual achievement Employee of the applicable performance objective(samounts payable under this Section 5.2(b) as if shall (i) be contingent upon the date execution by the Employee of termination was a release in a form reasonably acceptable to the end Company and (ii) constitute the sole remedy of the applicable performance period(s) (Employee in the “Equity Acceleration”event of a termination of the Employee’s employment in the circumstances set forth in this Section 5.2(b).

Payments Upon Termination. (a) If this Agreement is terminated for any reason set forth in Section 7, then Employee shall be entitled to receive (i) his earned but unpaid Base Salary through the date of the termination, (ii) any accrued and unused vacation or paid time off through the date of termination, (iii) reimbursement of any business expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.054.06, and (iv) any earned but unpaid bonus pursuant to Section 4.02 and 4.03 for the calendar year prior to termination to the extent not yet paid when due (together, the “Accrued Compensation”). (b) If Employee’s employment is terminated pursuant to Section 7.01(a) or (d) and provided that Employee shall have executed and delivered to the Company the a release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and any period for rescission of such Release shall have expired without Employee having rescinding such Release, in addition to the Accrued Compensation, Employee shall be entitled to receive either (i) if Employee has been an employee of the Company or its affiliates for less than two years prior to the date of termination, continuation of the Base Salary for up to six (6) months from the date of termination, payable in six equal monthly installments in accordance with the Company’s regular payroll practices, and reimbursement, up to a maximum of six (6) months, of the Company-paid portion of premium payments, as if Employee had remained an active employee, for any COBRA coverage Employee elects, if any; or (ii) if Employee has been an employee of the Company or its affiliates for at least two years prior to the date of termination, an amount equal to continuation of the Base Salary for up to twelve (12) months from the date of termination, payable in twelve equal monthly installments in accordance with the Company’s regular payroll practices; , and reimbursement, up to a maximum of twelve (12) months, of the Company-paid portion of premium payments, as if Employee had remained an active employee, for any COBRA coverage Employee elects, if any; and any unvested equity award, whether made before, on, or after the date of this Agreement, (1) that is subject solely to a time-based vesting condition will accelerate and vest in full and (2) that is subject to subsequent performance-based vesting conditions shall be eligible to vest and be settled based on the actual achievement of the applicable performance objective(s) as if the date of termination was the end of the applicable performance period(s) (the “Equity Acceleration”).

Payments Upon Termination. (a) If this Agreement In the event the Employee’s employment is terminated for by the Company pursuant to Section 4.1 or Section 4.3 or by the Employee pursuant to Section 4.4, the Company shall pay to the Employee the compensation and benefits otherwise payable to him under Section 3 through the last day of his actual employment by the Company, including, but not limited to, any reason set forth bonus awarded prior to the date of termination that is attributable to the period of employment, even if such bonus is payable after the date of termination. Notwithstanding the date of termination of actual employment of the Employee, in the event that the Employee’s employment is terminated by the Employee pursuant to Section 74.4, then the Employee shall be entitled to receive (i) his earned but unpaid Base Salary compensation and benefits hereunder through the date termination of the terminationnotice period. In addition, (ii) any accrued and unused vacation or paid time off through the date of termination, (iii) reimbursement of any business expenses incurred in the ordinary course of business through event that the date of termination that have not yet been reimbursed Employee’s employment is terminated by the Company pursuant to Section 4.054.3, and (iv) the vesting of any earned but unpaid bonus pursuant to Section 4.02 for the calendar year prior to termination options granted to the extent not yet paid when due (together, Employee by the “Accrued Compensation”)Parent shall accelerate in full. (b) If In the event the Employee’s employment is terminated by the Employee pursuant to Section 7.01(a4.2 or by the Company (including by an acquiring or succeeding corporation following a Change in Control) or pursuant to Section 4.4, (di) and provided that Employee the Company shall have executed and delivered pay to the Company a release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and any period for rescission of such Release shall have expired without Employee having rescinding such Release, in addition to the Accrued Compensation, Employee shall be entitled to receive an amount equal to continuation of the Base Salary compensation to which the Employee would otherwise have been entitled had the Employee remained employed by the Company for up to twelve 2 years after such termination (12) months from based on the Employee’s salary as in effect on the date of termination), payable in twelve equal monthly installments in accordance with (ii) the Company’s regular payroll practices; reimbursement, up Company shall continue to a maximum of twelve (12) months, provide to the Employee medical and pension benefits for two years after such termination and any other benefits as the Company is required to do so by the laws of the Companyjurisdiction in which the Employee is employed (to the extent such benefits can be provided to non-paid portion of premium payments, as if Employee had remained an active employee, for any COBRA coverage Employee elects, if any; and any unvested equity award, whether made before, onemployees, or after to the date of this Agreementextent such benefits cannot be provided to non-employees, (1) that is subject solely to a time-based vesting condition will accelerate and vest in full then the cash equivalent thereof), and (2iii) that is subject the vesting of any options granted to subsequent performance-based vesting conditions the Employee by Parent shall be eligible accelerate in full. The payment to vest and be settled based on the actual achievement Employee of the applicable performance objective(samounts payable under this Section 5.2(b) as if shall (i) be contingent upon the date execution by the Employee of termination was a release in a form reasonably acceptable to the end Company and (ii) constitute the sole remedy of the applicable performance period(s) (Employee in the “Equity Acceleration”event of a termination of the Employee’s employment in the circumstances set forth in this Section 5.2(b).

Payments Upon Termination. (a) If this Agreement In the event the Employee’s employment is terminated for by the Company pursuant to Section 4.1 or Section 4.3 or by the Employee pursuant to Section 4.4, the Company shall pay to the Employee the compensation and benefits otherwise payable to him under Section 3 through the last day of his actual employment by the Company, including, but not limited to, any reason set forth bonus awarded prior to the date of termination that is attributable to the period of employment, even if such bonus is payable after the date of termination. Notwithstanding the date of termination of actual employment of the Employee, in the event that the Employee’s employment is terminated by the Employee pursuant to Section 74.4, then the Employee shall be entitled to receive (i) his earned but unpaid Base Salary compensation and benefits hereunder through the date termination of the terminationnotice period. In addition, (ii) any accrued and unused vacation or paid time off through the date of termination, (iii) reimbursement of any business expenses incurred in the ordinary course of business through event that the date of termination that have not yet been reimbursed Employee’s employment is terminated by the Company pursuant to Section 4.054.3, and (iv) the vesting of any earned but unpaid bonus pursuant to Section 4.02 for the calendar year prior to termination options granted to the extent not yet paid when due (together, Employee by the “Accrued Compensation”)Company shall accelerate in full. (b) If In the event the Employee’s employment is terminated by the Employee pursuant to Section 7.01(a4.2 or by the Company (including by an acquiring or succeeding corporation following a Change in Control) or pursuant to Section 4.4, (di) and provided that Employee the Company shall have executed and delivered pay to the Company a release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and any period for rescission of such Release shall have expired without Employee having rescinding such Release, in addition to the Accrued Compensation, Employee shall be entitled to receive an amount equal to continuation of the Base Salary compensation to which the Employee would otherwise have been entitled had the Employee remained employed by the Company for up to twelve 2 years after such termination (12) months from based on the Employee’s salary as in effect on the date of termination), payable in twelve equal monthly installments in accordance with (ii) the Company’s regular payroll practices; reimbursement, up Company shall continue to a maximum of twelve (12) months, provide to the Employee medical and pension benefits for two years after such termination and any other benefits as the Company is required to do so by the laws of the Companyjurisdiction in which the Employee is employed (to the extent such benefits can be provided to non-paid portion of premium payments, as if Employee had remained an active employee, for any COBRA coverage Employee elects, if any; and any unvested equity award, whether made before, onemployees, or after to the date of this Agreementextent such benefits cannot be provided to non-employees, (1) that is subject solely to a time-based vesting condition will accelerate and vest in full then the cash equivalent thereof), and (2iii) that is subject the vesting of any options granted to subsequent performance-based vesting conditions the Employee by the Company shall be eligible accelerate in full. The payment to vest and be settled based on the actual achievement Employee of the applicable performance objective(samounts payable under this Section 5.2(b) as if shall (i) be contingent upon the date execution by the Employee of termination was a release in a form reasonably acceptable to the end Company and (ii) constitute the sole remedy of the applicable performance period(s) (Employee in the “Equity Acceleration”event of a termination of the Employee’s employment in the circumstances set forth in this Section 5.2(b).

Payments Upon Termination. (a) If this Agreement In the event the Employee's employment is terminated for by the Company pursuant to Section 4.1 or Section 4.3 or by the Employee pursuant to Section 4.4, the Company shall pay to the Employee the compensation and benefits otherwise payable to him under Section 3 through the last day of his actual employment by the Company, including, but not limited to, any reason set forth bonus awarded prior to the date of termination that is attributable to the period of employment, even if such bonus is payable after the date of termination. Notwithstanding the date of termination of actual employment of the Employee, in the event that the Employee's employment is terminated by the Employee pursuant to Section 74.4, then the Employee shall be entitled to receive (i) his earned but unpaid Base Salary compensation and benefits hereunder through the date termination of the terminationnotice period. In addition, (ii) any accrued and unused vacation or paid time off through the date of termination, (iii) reimbursement of any business expenses incurred in the ordinary course of business through event that the date of termination that have not yet been reimbursed Employee's employment is terminated by the Company pursuant to Section 4.054.3, and (iv) the vesting of any earned but unpaid bonus pursuant to Section 4.02 for the calendar year prior to termination options granted to the extent not yet paid when due (together, Employee by the “Accrued Compensation”)Parent shall accelerate in full. (b) If In the event the Employee’s 's employment is terminated by the Employee pursuant to Section 7.01(a4.2 or by the Company (including by an acquiring or succeeding corporation following a Change in Control) or pursuant to Section 4.4, (di) and provided that Employee the Company shall have executed and delivered pay to the Company a release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and any period for rescission of such Release shall have expired without Employee having rescinding such Release, in addition to the Accrued Compensation, Employee shall be entitled to receive an amount equal to continuation of the Base Salary compensation to which the Employee would otherwise have been entitled had the Employee remained employed by the Company for up to twelve 2 years after such termination (12) months from based on the Employee's salary as in effect on the date of termination), payable in twelve equal monthly installments in accordance with (ii) the Company’s regular payroll practices; reimbursement, up Company shall continue to a maximum of twelve (12) months, provide to the Employee medical and pension benefits for two years after such termination and any other benefits as the Company is required to do so by the laws of the Companyjurisdiction in which the Employee is employed (to the extent such benefits can be provided to non-paid portion of premium payments, as if Employee had remained an active employee, for any COBRA coverage Employee elects, if any; and any unvested equity award, whether made before, onemployees, or after to the date of this Agreementextent such benefits cannot be provided to non-employees, (1) that is subject solely to a time-based vesting condition will accelerate and vest in full then the cash equivalent thereof), and (2iii) that is subject the vesting of any options granted to subsequent performance-based vesting conditions the Employee by Parent shall be eligible accelerate in full. The payment to vest and be settled based on the actual achievement Employee of the applicable performance objective(samounts payable under this Section 5.2(b) as if shall (i) be contingent upon the date execution by the Employee of termination was a release in a form reasonably acceptable to the end Company and (ii) constitute the sole remedy of the applicable performance period(s) (Employee in the “Equity Acceleration”event of a termination of the Employee's employment in the circumstances set forth in this Section 5.2(b).

Payments Upon Termination. (a) If this Agreement In the event the Employee's employment is terminated for by the Company pursuant to Section 4.1 or Section 4.3 or by the Employee pursuant to Section 4.4, the Company shall pay to the Employee the compensation and benefits otherwise payable to her under Section 3 through the last day of her actual employment by the Company, including, but not limited to, any reason set forth bonus awarded prior to the date of termination that is attributable to the period of employment, even if such bonus is payable after the date of termination. Notwithstanding the date of termination of actual employment of the Employee, in the event that the Employee's employment is terminated by the Employee pursuant to Section 74.4, then the Employee shall be entitled to receive (i) his earned but unpaid Base Salary compensation and benefits hereunder through the date termination of the terminationnotice period. In addition, (ii) any accrued and unused vacation or paid time off through the date of termination, (iii) reimbursement of any business expenses incurred in the ordinary course of business through event that the date of termination that have not yet been reimbursed Employee's employment is terminated by the Company pursuant to Section 4.054.3, and (iv) the vesting of any earned but unpaid bonus pursuant to Section 4.02 for the calendar year prior to termination options granted to the extent not yet paid when due (together, Employee by the “Accrued Compensation”)Parent shall accelerate in full. (b) If In the event the Employee’s 's employment is terminated by the Employee pursuant to Section 7.01(a4.2 or by the Company (including by an acquiring or succeeding corporation following a Change in Control) or pursuant to Section 4.4, (di) and provided that Employee the Company shall have executed and delivered pay to the Company a release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and any period for rescission of such Release shall have expired without Employee having rescinding such Release, in addition to the Accrued Compensation, Employee shall be entitled to receive an amount equal to continuation of the Base Salary compensation to which the Employee would otherwise have been entitled had the Employee remained employed by the Company for up to twelve 2 years after such termination (12) months from based on the Employee's salary as in effect on the date of termination), payable in twelve equal monthly installments in accordance with (ii) the Company’s regular payroll practices; reimbursement, up Company shall continue to a maximum of twelve (12) months, provide to the Employee medical and pension benefits for two years after such termination and any other benefits as the Company is required to do so by the laws of the Companyjurisdiction in which the Employee is employed (to the extent such benefits can be provided to non-paid portion of premium payments, as if Employee had remained an active employee, for any COBRA coverage Employee elects, if any; and any unvested equity award, whether made before, onemployees, or after to the date of this Agreementextent such benefits cannot be provided to non-employees, (1) that is subject solely to a time-based vesting condition will accelerate and vest in full then the cash equivalent thereof), and (2iii) that is subject the vesting of any options granted to subsequent performance-based vesting conditions the Employee by the Parent shall be eligible accelerate in full. The payment to vest and be settled based on the actual achievement Employee of the applicable performance objective(samounts payable under this Section 5.2(b) as if shall (i) be contingent upon the date execution by the Employee of termination was a release in a form reasonably acceptable to the end Company and (ii) constitute the sole remedy of the applicable performance period(s) (Employee in the “Equity Acceleration”event of a termination of the Employee's employment in the circumstances set forth in this Section 5.2(b).

Payments Upon Termination. (a) If this Agreement is terminated for any reason set forth in this Section 7, then Employee shall be entitled to receive (ia) his earned but unpaid Base Salary her base salary through the date of the termination, (iib) any accrued and unused vacation or paid time off time through the date of the termination, and (iiic) reimbursement of any business expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.05, and (iv) any earned but unpaid bonus pursuant to Section 4.02 for the calendar year prior to termination to the extent not yet paid when due (together, the “Accrued Compensation”). (b) 4.04. If Employee’s employment is terminated pursuant to Section 7.01(a) then Employee, or Employee’s heirs and assigns, as the case may be, shall be entitled to receive any incentive compensation pursuant to Section 4.02 for the preceding calendar year to the extent not yet paid when due and the amount which would be payable pursuant to Section 4.02 as if her employment had not terminated and any incentive compensation for the entire calendar year in which Employee’s employment is terminated to the extent the results for such year were attributable to Employee, which amount shall not in any event exceed the incentive bonus for the calendar year immediately preceding such termination, which payment shall be made within 120 days following the end of such calendar year in which the Employee’s employment was so terminated. If Employee’s employment is terminated pursuant to Section 7.01(e) or (df) and provided that Employee shall have executed and delivered to the Company a full release of claims substantially in a form prepared by and acceptable to the form attached hereto as Exhibit A (the “Release”) Company and any period for rescission of such Release release shall have expired without Employee having rescinding such Releaserelease, in addition to the Accrued Compensation, then Employee shall be entitled to receive receive: (a) any incentive compensation pursuant to Section 4.02 for the preceding calendar year to the extent not yet paid when such amount would have been payable pursuant to Section 4.02 if her employment had not terminated; (b) any incentive compensation for the calendar year in which Employee’s employment is terminated for the period from the beginning of such calendar year to the end of the month immediately preceding the date of the termination of Employee’s employment which payment shall be made within 90 days following such termination of employee’s employment; and (c) an amount equal to continuation of the Base Salary for up to twelve (12) months from the date of termination, payable in twelve equal monthly installments in accordance with the Company’s regular payroll practices; reimbursement, up to a maximum of twelve (12) months, of the Company-paid portion of premium payments, as if Employee had remained an active employee, for any COBRA coverage Employee elects, if any; and any unvested equity award, whether made before, on, or after the date of this Agreement, one (1) that is subject solely to a time-based vesting condition will accelerate and vest in full and (2) that is subject to subsequent performance-based vesting conditions year, payment of which shall be eligible made over one (1) year period at the same times and in the same manner as base annual salary had been paid to vest and be settled based on Employee prior to the actual achievement termination of the applicable performance objective(s) as if the date of termination was the end of the applicable performance period(s) (the “Equity Acceleration”)her employment hereunder.

Payments Upon Termination. (a) If this Agreement is terminated for any reason set forth in this Section 7, then Employee shall be entitled to receive (ia) his earned but unpaid Base Salary base salary through the date of the termination, (iib) any accrued and unused vacation or paid time off time through the date of the termination, and (iiic) reimbursement of any business expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.05, and (iv) any earned but unpaid bonus pursuant to Section 4.02 for the calendar year prior to termination to the extent not yet paid when due (together, the “Accrued Compensation”). (b) 4.04. If Employee’s employment is terminated pursuant to Section 7.01(a) then Employee, or Employee’s heirs and assigns, as the case may be, shall be entitled to receive (a) any Incentive Compensation pursuant to Section 4.02 for the preceding calendar year to the extent not yet paid when due and (b) Incentive Compensation for the calendar year in which Employee’s employment is terminated which for purposes hereof shall be equal to the combined EBITDA of the Company and Good Xxx for the twelve month period ending on the last day of the calendar month immediately preceding the date of termination times the Applicable Percentage, multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365) (for avoidance of doubt, the amount of draws paid by Company to Employee for Incentive Compensation during such calendar year as contemplated by Section 4.02, shall be credited against such amount), which payment shall be made within 120 days following the end of such calendar year in which the Employee’s employment was so terminated. If Employee’s employment is terminated pursuant to Section 7.01(e) or (df) and provided that Employee shall have executed and delivered to the Company a full release of claims substantially in a form prepared by and acceptable to the form attached hereto as Exhibit A (the “Release”) Company and any period for rescission of such Release release shall have expired without Employee having rescinding such Releaserelease, in addition to the Accrued Compensation, then Employee shall be entitled to receive an receive: (a) any Incentive Compensation pursuant to Section 4.02 for the preceding calendar year to the extent not yet paid when such amount would have been payable pursuant to Section 4.02 if his employment had not terminated; (b) Incentive Compensation for the calendar year in which Employee’s employment is terminated which for purposes hereof shall be equal to continuation the combined EBITDA of the Base Salary Company and Good Xxx for up to the twelve (12) months from month period ending on the date of termination, payable in twelve equal monthly installments in accordance with the Company’s regular payroll practices; reimbursement, up to a maximum of twelve (12) months, last day of the Company-paid portion of premium payments, as if Employee had remained an active employee, for any COBRA coverage Employee elects, if any; and any unvested equity award, whether made before, on, or after the date of this Agreement, (1) that is subject solely to a time-based vesting condition will accelerate and vest in full and (2) that is subject to subsequent performance-based vesting conditions shall be eligible to vest and be settled based on the actual achievement of the applicable performance objective(s) as if calendar month immediately preceding the date of termination times the Applicable Percentage, multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the end then such current calendar year and (ii) the denominator of the applicable performance period(swhich shall be three hundred sixty-five (365) (for avoidance of doubt, the amount of draws paid by Company to Employee for Incentive Compensation during such calendar year as contemplated by Section 4.02, shall be credited against such amount), which payment shall be made within 90 days following such termination of employee’s employment; and (c) the Severance Amount (as defined below), which Severance Amount shall be paid over a one (1) year period at the same times and in the same manner as base annual salary had been paid to Employee prior to the termination of his employment hereunder.. As used herein, the “Equity Acceleration”).Severance

Payments Upon Termination. (ai) If this Agreement In the event that the Executive's employment terminates for any reason, the Company shall pay to the Executive all amounts accrued but unpaid hereunder through the date of termination in respect of Salary, any unpaid Bonus in respect to any completed fiscal year which has ended prior to the date of termination, accrued but unused vacation and any unreimbursed expenses. Amounts owed by the Company in respect of the payments under Section 6(f)(i) hereof or reimbursement for expenses under the provisions of Section 5 hereof shall be paid within five (5) business days of any termination, except amounts payable with respect to unpaid Bonus, which shall be paid at such time bonus amounts are paid to other senior executives. (ii) In the event that prior to a Change in Control, the Executive's employment is terminated by the Company without Cause (other than upon expiration of the Employment Term pursuant to Section 2 hereof or a termination under Section 6(b) above) or by the Executive for Good Reason, in addition to the amounts specified in subsection (i) above, (A) the Executive shall continue to receive the Salary (less any reason set forth applicable withholding or similar taxes) at the rate in effect hereunder on the date of such termination for a period of eighteen (18) months (the "Severance Term"); (B) the Company shall pay the Executive an aggregate amount equal to the Bonus payable or paid to the Executive in respect of the completed fiscal year which has ended prior to the date of termination, multiplied by a fraction, the numerator of which equals the number of months in the Severance Term, and the denominator of which equals 12, such amount to be payable in substantially equal monthly installments during the Severance Term; (C) during the Severance Term, the Company shall pay the monthly cost of health continuation coverage for the Executive and his dependents, as provided under COBRA, provided the Executive elects COBRA coverage; and (D) all outstanding options then held by the Executive shall immediately vest as to the number of covered shares which would otherwise have vested during the Severance Term, assuming no termination of employment had occurred. Payment of any amounts pursuant to this Section 76(f) shall be expressly conditioned upon the Executive's execution of a general waiver and release of claims against the Company and its officers, then Employee directors, agents, and affiliates. (iii) In the event that in connection with or following a Change in Control, the Executive's employment is terminated by the Company without Cause (other than upon expiration of the Employment Term pursuant to Section 2 hereof or a termination under Section 6(b) above) or by the Executive for Good Reason, in lieu of amounts payable and benefits provided to the Executive pursuant to subsection (ii) above, the Executive shall be entitled to receive (iA) his earned but unpaid Base a lump-sum cash payment equal to two (2) times the sum of (x) the Executive's then-current Salary through and (y) the Bonus payable or paid to the Executive in respect of the completed fiscal year which has ended prior to the date of termination; (B) a lump-sum payment equal to twenty four (24) times the terminationmonthly cost of health continuation coverage for the Executive and his dependents, (ii) any accrued as provided under COBRA and unused vacation or paid time off through as determined on the date of termination, whether or not the Executive elects such COBRA coverage; and (iiiC) reimbursement all outstanding options then held by the Executive shall immediately vest and be fully exercisable as of any business expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.05, and such termination. (iv) Payment of any earned but unpaid bonus amounts pursuant to this Section 4.02 for 6(f) shall be expressly conditioned upon the calendar year prior to termination to the extent not yet paid when due (together, the “Accrued Compensation”). (b) If Employee’s employment is terminated pursuant to Section 7.01(a) or (d) Executive's execution of a general waiver and provided that Employee shall have executed and delivered to the Company a release of claims substantially in against the form attached hereto as Exhibit A (the “Release”) Company and any period for rescission of such Release shall have expired without Employee having rescinding such Releaseits officers, in addition to the Accrued Compensationdirectors, Employee shall be entitled to receive an amount equal to continuation of the Base Salary for up to twelve (12) months from the date of terminationagents, payable in twelve equal monthly installments in accordance with the Company’s regular payroll practices; reimbursement, up to a maximum of twelve (12) months, of the Company-paid portion of premium payments, as if Employee had remained an active employee, for any COBRA coverage Employee elects, if any; and any unvested equity award, whether made before, on, or after the date of this Agreement, (1) that is subject solely to a time-based vesting condition will accelerate and vest in full and (2) that is subject to subsequent performance-based vesting conditions shall be eligible to vest and be settled based on the actual achievement of the applicable performance objective(s) as if the date of termination was the end of the applicable performance period(s) (the “Equity Acceleration”)affiliates.

Payments Upon Termination. (ai) If this Agreement In the event Employee is terminated by Employer, without cause, Employer shall continue Employee's salary following Employee's termination for any reason set forth six (6) additional months at Employee's annual base salary in Section 7effect at the date of Employee's termination, then payable in accordance with Employer's usual payroll practices. (ii) In addition, provided Employee has diligently pursued another position following his involuntary termination, in the event Employee has not taken a position with another entity (including a position with a company, or partnership, or substantially full-time self employment) by the end of six months from the date of Employee's involuntary termination, Employer shall pay to Employee up to an additional six (6) months salary continuation on a bi-weekly basis so long as other employment has not begun, and Employee is continuing to diligently pursue another position. Employer shall be entitled to receive (ifrom Employee, upon request, reasonable proof of such diligent efforts(s) his earned but unpaid Base Salary through the date to pursue another position, failing which, such additional six months of the termination, (ii) any accrued and unused vacation or paid time off through the date of termination, salary shall cease. (iii) reimbursement of any business expenses incurred in In the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.05event Employee voluntarily terminates his employment with Employer, and (iv) any earned but unpaid bonus pursuant to Section 4.02 for the calendar year prior to termination to the extent not yet paid when due (together, the “Accrued Compensation”). (b) If Employee’s employment or is terminated pursuant to Section 7.01(a) or (d) and provided that Employee shall have executed and delivered to the Company a release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and any period for rescission of such Release shall have expired without Employee having rescinding such Release"cause", in addition to the Accrued Compensation, Employee he shall be entitled to receive an amount equal to continuation of the Base Salary for up to twelve (12) months from the date of terminationno additional payment upon such termination other than any then accrued but unpaid salary, payable in twelve equal monthly installments in accordance with the Company’s regular payroll practices; reimbursement, up to a maximum of twelve (12) months, of the Company-paid portion of premium payments, as if Employee had remained an active employee, for any COBRA coverage Employee elects, if any; and any unvested equity award, whether made before, onvacation pay, or after other normal reimbursement items. "Cause" shall mean (a) commission by Employee of any felony, (b) the date commission by Employee of any crime or other activity involving dishonesty or moral turpitude, (c) the engagement by Employee in any act of fraud, misappropriation or similar misfeasance, (d) the engagement by Employee in any activity in contravention of paragraph 5 hereof ("Confidential Information") or otherwise resulting in a material adverse effect to Employer or (e) repeated non-attentiveness by Employee to his duties under this Agreement, (1) provided, however, that is subject solely prior to a time-any termination based vesting condition will accelerate on cause hereunder, Employee shall have received written notice from the President & CEO and vest the Chairman of the Board of Directors stating in full reasonable detail the basis therefor and (2) that is subject to subsequent performance-based vesting conditions shall be eligible given an opportunity to vest and be settled based on meet with such individuals regarding the actual achievement of the applicable performance objective(s) as if the date of termination was the end of the applicable performance period(s) (the “Equity Acceleration”)grounds for such termination.

Payments Upon Termination. (a) If this Agreement is terminated for any reason set forth in Section 7, then Employee shall be entitled to receive (i) his her earned but unpaid Base Salary through the date of the termination, (ii) any accrued and unused vacation or paid time off through the date of termination, (iii) reimbursement of any business expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.05, and (iv) any earned but unpaid bonus pursuant to Section 4.02 for the calendar year prior to termination to the extent not yet paid when due (together, the “Accrued Compensation”). (b) If Employee’s employment is terminated pursuant to Section 7.01(a) or (d) and provided that Employee shall have executed and delivered to the Company the a release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and any period for rescission of such Release shall have expired without Employee having rescinding such Release, in addition to the Accrued Compensation, Employee shall be entitled to receive either (i) if Employee has been an employee of the Company or its affiliates for more than six continuous months, but less than two years, following the Effective Date but prior to the date of termination, continuation of the Base Salary for up to six (6) months from the date of termination, payable in six equal monthly installments in accordance with the Company’s regular payroll practices, and reimbursement, up to a maximum of six (6) months, of the Company-paid portion of premium payments, as if Employee had remained an active employee, for any COBRA coverage Employee elects, if any; or (ii) if Employee has been an employee of the Company or its affiliates for at least two years following the Effective Date but prior to the date of termination, an amount equal to continuation of the Base Salary for up to twelve (12) months from the date of termination, payable in twelve equal monthly installments in accordance with the Company’s regular payroll practices; , and reimbursement, up to a maximum of twelve (12) months, of the Company-paid portion of premium payments, as if Employee had remained an active employee, for any COBRA coverage Employee elects, if any; and any unvested equity award, whether made before, on, or after the date of this Agreement, (1) that is subject solely to a time-based vesting condition will accelerate and vest in full and (2) that is subject to subsequent performance-based vesting conditions shall be eligible to vest and be settled based on the actual achievement of the applicable performance objective(s) as if the date of termination was the end of the applicable performance period(s) (the “Equity Acceleration”).

Payments Upon Termination. (a) If this Agreement is terminated for In the event of any reason set forth in Section 7, then Employee shall be entitled termination pursuant to receive (i) his earned but unpaid Base Salary through the date of the terminationSection 8.1, (ii) any accrued and unused vacation Section 8.2(a) (if Yucaipa has elected to terminate because of a material failure of performance by Dominick's or paid time off through the date of terminationCompany), or (iii) reimbursement Section 8.2(b) (if Yucaipa has elected to terminate because of any business expenses incurred in a failure to pay by Dominick's or the ordinary course of business through the date of termination that have not yet been reimbursed pursuant Company), Dominick's shall pay to Section 4.05, and (iv) any earned but unpaid bonus pursuant to Section 4.02 for the calendar year prior to termination Yucaipa an amount equal to the extent total management fees that would have been earned by Yucaipa under Section 3 hereof during the remaining term of this Agreement as if the Agreement had not yet paid when due (togetherbeen terminated; provided that a discount rate of 10% shall be applied in valuing, for purposes of such payment, the “Accrued Compensation”)management fees otherwise payable during the remaining term of this Agreement. (b) If Employee’s employment is terminated In the event of any termination pursuant to Section 7.01(a8.2(a) or (d) if Dominick's and provided that Employee shall have executed and delivered to the Company have elected to terminate because of a release material failure of claims substantially performance by Yucaipa), Yucaipa promptly shall refund to Dominick's a prorated portion of the management fee received by it under Section 3 for the four-week fiscal period in which such termination occurs. (c) In the form attached hereto as Exhibit A (the “Release”) and event of any period for rescission of such Release termination pursuant to Section 8.3, Dominick's shall have expired without Employee having rescinding such Release, in addition pay to the Accrued Compensation, Employee shall be entitled to receive Yucaipa an amount equal to continuation of the Base Salary for up to twelve (12) months from total management fees that would have been earned by Yucaipa under Section 3 hereof during the period commencing on the date of termination, payable in twelve equal monthly installments in accordance with such change of control and ending on the Company’s regular payroll practices; reimbursement, up to a maximum of twelve (12) months, fifth anniversary of the Company-paid portion of premium paymentsEffective Date, as if Employee the Agreement had remained an active employeenot been terminated; provided that (i) a discount rate of 10% shall be applied in valuing, for any COBRA coverage Employee electspurposes of such payment, the management fees otherwise payable during such period and (ii) if such termination occurs on or after the fifth anniversary of the Effective Date, no payment shall be due to Yucaipa as a result of such termination. (d) Such amount, if any; , which shall be due Yucaipa pursuant to this Section 8.4 in the event of any such termination shall be due and any unvested equity awardpayable to Yucaipa, whether made beforein full, on, or after as of the date of this Agreementsuch termination. The parties intend that should the foregoing payments be determined to constitute liquidated damages, (1) that is subject solely to a time-based vesting condition will accelerate and vest such payments shall in full and (2) that is subject to subsequent performance-based vesting conditions shall all events be eligible to vest and be settled based on the actual achievement of the applicable performance objective(s) as if the date of termination was the end of the applicable performance period(s) (the “Equity Acceleration”)deemed reasonable.

Payments Upon Termination. (a) If this Agreement In the event the Employee's employment is terminated for by the Company pursuant to Section 4.1 or Section 4.3 or by the Employee pursuant to Section 4.4, the Company shall pay to the Employee the compensation and benefits otherwise payable to him under Section 3 through the last day of his actual employment by the Company, including, but not limited to, any reason set forth bonus awarded prior to the date of termination that is attributable to the period of employment, even if such bonus is payable after the date of termination. Notwithstanding the date of termination of actual employment of the Employee, in the event that the Employee's employment is terminated by the Employee pursuant to Section 74.4, then the Employee shall be entitled to receive (i) his earned but unpaid Base Salary compensation and benefits hereunder through the date termination of the terminationnotice period. In addition, (ii) any accrued and unused vacation or paid time off through the date of termination, (iii) reimbursement of any business expenses incurred in the ordinary course of business through event that the date of termination that have not yet been reimbursed Employee's employment is terminated by the Company pursuant to Section 4.054.3, and (iv) the vesting of any earned but unpaid bonus pursuant to Section 4.02 for the calendar year prior to termination options granted to the extent not yet paid when due (together, the “Accrued Compensation”)Employee by Parent shall accelerate in full. (b) If In the event the Employee’s 's employment is terminated by the Employee pursuant to Section 7.01(a4.2 or by the Company (including by an acquiring or succeeding corporation following a Change in Control) or pursuant to Section 4.4, (di) and provided that Employee the Company shall have executed and delivered pay to the Company a release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and any period for rescission of such Release shall have expired without Employee having rescinding such Release, in addition to the Accrued Compensation, Employee shall be entitled to receive an amount equal to continuation of the Base Salary compensation to which the Employee would otherwise have been entitled had the Employee remained employed by the Company for up to twelve 2 years after such termination (12) months from based on the Employee's salary as in effect on the date of termination), payable in twelve equal monthly installments in accordance with (ii) the Company’s regular payroll practices; reimbursement, up Company shall continue to a maximum of twelve (12) months, provide to the Employee medical and pension benefits for two years after such termination and any other benefits as the Company is required to do so by the laws of the Companyjurisdiction in which the Employee is employed (to the extent such benefits can be provided to non-paid portion of premium payments, as if Employee had remained an active employee, for any COBRA coverage Employee elects, if any; and any unvested equity award, whether made before, onemployees, or after to the date of this Agreementextent such benefits cannot be provided to non-employees, (1) that is subject solely to a time-based vesting condition will accelerate and vest in full then the cash equivalent thereof), and (2iii) that is subject the vesting of any options granted to subsequent performance-based vesting conditions the Employee by Parent shall be eligible accelerate in full. The payment to vest and be settled based on the actual achievement Employee of the applicable performance objective(samounts payable under this Section 5.2(b) as if shall (i) be contingent upon the date execution by the Employee of termination was a release in a form reasonably acceptable to the end Company and (ii) constitute the sole remedy of the applicable performance period(s) (Employee in the “Equity Acceleration”event of a termination of the Employee's employment in the circumstances set forth in this Section 5.2(b).

Payments Upon Termination. (a) If this Agreement is terminated for In the event of any reason set forth in Section 7, then Employee shall be entitled termination pursuant to receive (i) his earned but unpaid Base Salary through the date of the terminationSection 8.1, (ii) any accrued and unused vacation Section 8.2(a) (if Yucaipa has elected to terminate because of a material failure of performance by Dominick's or paid time off through the date of terminationCompany), or (iii) reimbursement Section 8.2(b) (if Yucaipa has elected to terminate because of any business expenses incurred in a failure to pay by Dominick's or the ordinary course of business through the date of termination that have not yet been reimbursed pursuant Company), Dominick's shall pay to Section 4.05, and (iv) any earned but unpaid bonus pursuant to Section 4.02 for the calendar year prior to termination Yucaipa an amount equal to the extent total management fees that would have been earned by Yucaipa under Section 3 hereof during the remaining term of this Agreement as if the Agreement had not yet paid when due (togetherbeen terminated; provided that a discount rate of 10% shall be applied in valuing, for purposes of such payment, the “Accrued Compensation”)management fees otherwise payable during the remaining term of this Agreement. (b) If Employee’s employment is terminated In the event of any termination pursuant to Section 7.01(a8.2(a) or (d) if Dominick's and provided that Employee shall have executed and delivered to the Company have elected to terminate because of a release material failure of claims substantially performance by Yucaipa), Yucaipa promptly shall refund to Dominick's a prorated portion of the management fee received by it under Section 3 for the four-week fiscal period in which such termination occurs. (c) In the form attached hereto as Exhibit A (the “Release”) and event of any period for rescission of such Release termination pursuant to Section 8.3, Dominick's shall have expired without Employee having rescinding such Release, in addition pay to the Accrued Compensation, Employee shall be entitled to receive Yucaipa an amount equal to continuation of the Base Salary for up to twelve (12) months from total management fees that would have been earned by Yucaipa under Section 3 hereof during the period commencing on the date of termination, payable in twelve equal monthly installments in accordance with such change of control and ending on the Company’s regular payroll practices; reimbursement, up to a maximum of twelve (12) months, fifth anniversary of the Company-paid portion of premium paymentsEffective Date, as if Employee the Agreement had remained an active employeenot been terminated; provided that (i) a discount rate of 10% shall be applied in valuing, for any COBRA coverage Employee electspurposes of such payment, the management fees otherwise payable during such period and (ii) if such termination occurs on or after the fifth anniversary of the Effective Date, no payment shall be due to Yucaipa as a result of such termination. (d) Such amount, if any; , which shall be due Yucaipa pursuant to this Section 8.4 in the event of any such termination shall be due and any unvested equity awardpayable to Yucaipa, whether made beforein full, on, or after as of the date of this Agreement, (1) that is subject solely to a time-based vesting condition will accelerate and vest in full and (2) that is subject to subsequent performance-based vesting conditions shall be eligible to vest and be settled based on the actual achievement of the applicable performance objective(s) as if the date of termination was the end of the applicable performance period(s) (the “Equity Acceleration”).of

Payments Upon Termination. (a) If this Agreement is terminated for any reason set forth in Section 7, then Employee shall be entitled to receive (ia) his earned but unpaid her Base Salary for the applicable calendar year through the date of the termination, and (ii) any accrued and unused vacation or paid time off through the date of termination, (iiib) reimbursement of any business expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.05, and (iv) any earned but unpaid bonus pursuant to Section 4.02 for the calendar year prior to termination to the extent not yet paid when due (together, the “Accrued Compensation”). (b) 4.04. If Employee’s employment is terminated pursuant to Section 7.01(a) then Employee, or Employee’s heirs and assigns, as the case may be, shall be entitled to receive (a) any Annual Bonus pursuant to Section 4.02 for the preceding calendar year to the extent not yet paid when such amount would have been payable pursuant to Section 4.02 if her employment had not terminatedand (b) the Annual Bonus for the calendar year in which Employee’s employment is terminated which for purposes hereof shall be equal to Employee’s target annual bonus for such year, multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365), which payment shall be made within 90 days following the date on which the Employee’s employment was so terminated. If Employee’s employment is terminated pursuant to Section 7.01(e) or (df) and provided that Employee shall have executed and delivered to the Company a the Company’s standard form of release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and any period for rescission of such Release release shall have expired without Employee having rescinding such Releaserelease, in addition to the Accrued Compensationforegoing, Employee shall be entitled to receive an receive: (a) any Annual Bonus pursuant to Section 4.02 for the preceding calendar year to the extent not yet paid when such amount would have been payable pursuant to Section 4.02 if her employment had not terminated; (b) the Annual Bonus for the calendar year in which Employee’s employment is terminated which for purposes hereof shall be equal to continuation the Employee’s target annual bonus for such year, multiplied by a fraction, (i) the numerator of which shall be the Base Salary number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365), which payment shall be made within 90 days following such termination of employee’s employment; (c) payment by the Company for up COBRA benefits for a period of eighteen (18) months following termination for Employee and any dependents covered immediately prior to termination; and (d) the Severance Amount (as defined below), which Severance Amount shall be paid over a twelve (12) months from month period at the date same times and in the same manner as base annual salary had been paid to Employee prior to the termination of terminationher employment hereunder. As used herein, payable in twelve the “Severance Amount” shall be equal monthly installments in accordance with to the Company’s regular payroll practices; reimbursement, up to a maximum sum of twelve (12a) months, of the Company-paid portion of premium payments, as if Employee had remained an active employee, Base Salary for any COBRA coverage Employee elects, if any; and any unvested equity award, whether made before, on, or after the date of this Agreement, (1) that is subject solely to a time-based vesting condition will accelerate and vest in full one year and (2b) that is subject to subsequent performance-based vesting conditions the Annual Bonus, which for purposes hereof shall be eligible equal to vest and be settled based on the actual achievement of Employee’s target annual bonus for the applicable performance objective(s) as if the date of termination was the end of the applicable performance period(s) (the “Equity Acceleration”)current year.

Payments Upon Termination. (a) If this Agreement is terminated for any reason set forth in this Section 7, then Employee shall be entitled to receive (ia) his earned but unpaid Base Salary through the date of the termination, (iib) any accrued and unused vacation or paid time off time through the date of the termination, and (iiic) reimbursement of any business expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.05, and (iv) any earned but unpaid bonus pursuant to Section 4.02 for the calendar year prior to termination to the extent not yet paid when due (together, the “Accrued Compensation”). (b) 4.04. If Employee’s employment is terminated pursuant to Section 7.01(a) then Employee, or Employee’s heirs and assigns, as the case may be, shall be entitled to receive any Incentive Compensation pursuant to Section 4.02 for the preceding calendar year to the extent not yet paid when due and the amount which would be payable pursuant to Section 4.02 as if his employment had not terminated and Incentive Compensation for the calendar year in which Employee’s employment is terminated which for purposes hereof shall be equal to the consolidated EBITDA of the Company for the twelve month period ending on the last day of the calendar month immediately preceding the date of termination times the Applicable Percentage, multiplied by a fraction, (a) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (b) the denominator of which shall be three hundred sixty-five (365) (for avoidance of doubt, the amount of draws paid by Company to Employee for Incentive Compensation during such calendar year as contemplated by Section 4.02, shall be credited against such amount), which payment shall be made within 120 days following the end of such calendar year in which the Employee’s employment was so terminated. If Employee’s employment is terminated pursuant to Section 7.01(e) or (df) and provided that Employee shall have executed and delivered to the Company a full release of claims substantially in a form prepared by and acceptable to the form attached hereto as Exhibit A Company in accordance with Section 8.06(e) (the a “Release”) and any period for rescission of such Release shall have expired without Employee having rescinding rescinded such Release, in addition then Employee shall receive: (a) any Incentive Compensation pursuant to Section 4.02 for the preceding calendar year to the Accrued Compensation, Employee extent not yet paid when such amount would have been payable pursuant to Section 4.02 if his employment had not terminated; (b) Incentive Compensation for the calendar year in which Employee’s employment is terminated which for purposes hereof shall be entitled to receive an amount equal to continuation the combined EBITDA of the Company for the twelve month period ending on the last day of the calendar month immediately preceding the date of termination times the Applicable Percentage, multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365) (for avoidance of doubt, the amount of draws paid by Company to Employee for Incentive Compensation during such calendar year as contemplated by Section 4.02, shall be credited against such amount), which payment shall be made within 90 days following such termination of employee’s employment; (c) payment by the Company for COBRA benefits for a period of eighteen (18) months following termination for Employee and any dependents covered immediately prior to termination and (d) the Severance Amount (as defined below), which Severance Amount shall be paid over a two (2) year period at the same times and in the same manner as base annual salary had been paid to Employee prior to the termination of his employment hereunder. As used herein, the “Severance Amount” shall be equal to two hundred percent (200%) of the sum of (a) Base Salary for up one year and (b) Incentive Compensation for one year, which for purposes hereof shall be equal to twelve (12) months from the consolidated EBITDA of the Company for the twelve-month period ending on the last day of the calendar month immediately preceding the date of termination, payable in twelve equal monthly installments in accordance with multiplied by the Company’s regular payroll practices; reimbursement, up to a maximum of twelve (12) months, of the Company-paid portion of premium payments, as if Employee had remained an active employee, for any COBRA coverage Employee elects, if any; and any unvested equity award, whether made before, on, or after the date of this Agreement, (1) that is subject solely to a time-based vesting condition will accelerate and vest in full and (2) that is subject to subsequent performance-based vesting conditions shall be eligible to vest and be settled based on the actual achievement of the applicable performance objective(s) as if the date of termination was the end of the applicable performance period(s) (the “Equity Acceleration”)Applicable Percentage.

Payments Upon Termination. (a) If this Agreement is terminated for any reason set forth in Section 7, then Employee shall be entitled to receive (ia) his earned but unpaid Base Salary for the applicable calendar year through the date of the termination, (iib) any accrued and unused vacation or paid time off time through the date of the termination, (iiic) reimbursement of any business expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.054.04, and (ivd) any earned but unpaid bonus Incentive Compensation pursuant to Section 4.02 for the preceding calendar year prior to termination to the extent not yet paid when due and the amount which would be payable pursuant to Section 4.02 as if his employment had not terminated and (togethere) any Incentive Compensation not yet paid for the calendar year in which Employee’s employment is terminated in an amount determined by multiplying EBITDA for the twelve month period immediately preceding the date of termination by the Incentive Percentage, and multiplying the “Accrued Compensation”). product thereof by a fraction, (bi) the numerator of which shall be the number of days in the period from the beginning of such calendar year to the date of the termination of Employee’s employment and (ii) the denominator of which shall be 365, which payment shall be made within 90 days following such termination of employee’s employment. If Employee’s employment is terminated pursuant to Section 7.01(a7.01(e) or (df) and provided that Employee shall have executed and delivered to the Company a the Company’s standard form of release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and any period for rescission of such Release release shall have expired without Employee having rescinding such Releaserelease, in addition to the Accrued Compensationforegoing, Employee shall be entitled to receive the Severance Amount (as defined below), which Severance Amount shall be paid in equal payments over a twelve (12) month period at the same times and in the same manner as 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 (a) $879,570.00 in event such termination occurs on or before December 31, 2017 or (b) an amount equal to continuation of the Base Salary for up to twelve (12) months from Guaranteed Minimum in the date of terminationevent such termination occurs after December 31, payable in twelve equal monthly installments in accordance with the Company’s regular payroll practices; reimbursement, up to a maximum of twelve (12) months, of the Company-paid portion of premium payments, as if Employee had remained an active employee, for any COBRA coverage Employee elects, if any; and any unvested equity award, whether made before, on, or after the date of this Agreement, (1) that is subject solely to a time-based vesting condition will accelerate and vest in full and (2) that is subject to subsequent performance-based vesting conditions shall be eligible to vest and be settled based on the actual achievement of the applicable performance objective(s) as if the date of termination was the end of the applicable performance period(s) (the “Equity Acceleration2017.”).

Payments Upon Termination. (a) If this Agreement is terminated for any reason set forth in Section 7, then Employee shall be entitled to receive (ia) his earned but unpaid her Base Salary for the applicable calendar year through the date of the termination, and (ii) any accrued and unused vacation or paid time off through the date of termination, (iiib) reimbursement of any business expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.05, and (iv) any earned but unpaid bonus pursuant to Section 4.02 for the calendar year prior to termination to the extent not yet paid when due (together, the “Accrued Compensation”). (b) 4.04. If Employee’s employment is terminated pursuant to Section 7.01(a) then Employee, or Employee’s heirs and assigns, as the case may be, shall be entitled to receive (a) any Annual Bonus pursuant to Section 4.02 for the preceding ​ calendar year to the extent not yet paid when such amount would have been payable pursuant to Section 4.02 if her employment had not terminated and (b) the Annual Bonus for the calendar year in which Employee’s employment is terminated which for purposes hereof shall be equal to Employee’s target annual bonus for such year, multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365), which payment shall be made within 90 days following the date on which the Employee’s employment was so terminated. If Employee’s employment is terminated pursuant to Section 7.01(e) or (df) and provided that Employee shall have executed and delivered to the Company a the Company’s standard form of release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and any period for rescission of such Release release shall have expired without Employee having rescinding such Releaserelease, in addition to the Accrued Compensationforegoing, Employee shall be entitled to receive an receive: (a) any Annual Bonus pursuant to Section 4.02 for the preceding calendar year to the extent not yet paid when such amount would have been payable pursuant to Section 4.02 if her employment had not terminated; (b) the Annual Bonus for the calendar year in which Employee’s employment is terminated which for purposes hereof shall be equal to continuation the Employee’s target annual bonus for such year, multiplied by a fraction, (i) the numerator of which shall be the Base Salary number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365), which payment shall be made within 90 days following such termination of employee’s employment; (c) payment by the Company for up COBRA benefits for a period of eighteen (18) months following termination for Employee and any dependents covered immediately prior to termination; and (d) the Severance Amount (as defined below), which Severance Amount shall be paid over a twelve (12) months from month period at the date same times and in the same manner as base annual salary had been paid to Employee prior to the termination of terminationher employment hereunder. As used herein, payable in twelve the “Severance Amount” shall be equal monthly installments in accordance with to the Company’s regular payroll practices; reimbursement, up to a maximum sum of twelve (12a) months, of the Company-paid portion of premium payments, as if Employee had remained an active employee, Base Salary for any COBRA coverage Employee elects, if any; and any unvested equity award, whether made before, on, or after the date of this Agreement, (1) that is subject solely to a time-based vesting condition will accelerate and vest in full one year and (2b) that is subject to subsequent performance-based vesting conditions the Annual Bonus, which for purposes hereof shall be eligible equal to vest and be settled based on the actual achievement of Employee’s target annual bonus for the applicable performance objective(s) as if the date of termination was the end of the applicable performance period(s) (the “Equity Acceleration”)current year.

Payments Upon Termination. (a) If this Agreement is terminated for any reason set forth in Section 7, then Employee shall be entitled to receive (i) his earned but unpaid Base Salary through the date of the termination, (ii) any accrued and unused vacation or paid time off through the date of termination, (iii) reimbursement of any business expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.054.04, and (iv) any earned but unpaid bonus pursuant to Section 4.02 for the calendar year prior to termination to the extent not yet paid when due (together, the “Accrued Compensation”). (b) If Employee’s employment is terminated pursuant to Section 7.01(a) or (d) and provided that Employee shall have executed and delivered to the Company the a release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and any period for rescission of such Release shall have expired without Employee having rescinding such Release, in addition to the Accrued Compensation, Employee shall be entitled to receive an amount equal to continuation of the Base Salary for up to twelve (12) months from the date of termination, payable in twelve equal monthly installments in accordance with the Company’s regular payroll practices; , and reimbursement, up to a maximum of twelve (12) months, of the Company-paid portion of premium payments, as if Employee had remained an active employee, for any COBRA coverage Employee elects, if any; and any unvested equity award, whether made before, on, or after the date of this Agreement, (1) that is subject solely to a time-based vesting condition will accelerate and vest in full as to the portion of such award that would have vested within twelve (12) months of the date of termination as of such date of termination; and (2) that is subject to subsequent performance-based vesting conditions shall be eligible to vest and be settled based on in accordance with the actual achievement terms of the applicable performance objective(s) as if the date of termination was the end of the applicable performance period(saward agreement(s) (the “Equity Acceleration”).

Payments Upon Termination. EMPLOYER shall pay EMPLOYEE the following amounts and provide the following benefits in connection with EMPLOYEE’S termination of employment which EMPLOYEE agrees will be in full satisfaction of all payments and benefits and other amounts due him under the terms of the Employment Agreements upon his termination of employment: (a) If this Agreement is terminated for any reason set forth in Section 7, then Employee shall be entitled to receive (i) his earned but unpaid Base Salary through the date of the termination, (ii) any accrued and unused vacation or paid time off through the date of termination, (iii) reimbursement of any business expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.05, and (iv) any earned but unpaid bonus pursuant to Section 4.02 for the calendar year prior to termination to the extent not yet paid when due (together, the “Accrued Compensation”). (b) If Employee’s employment is terminated pursuant to Section 7.01(a) or (d) and provided that Employee shall have executed and delivered to the Company a release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and any period for rescission of such Release shall have expired without Employee having rescinding such Release, in addition to the Accrued Compensation, Employee shall be entitled to receive an amount equal to continuation $381,111.11 (which represents the amount of his Base Salary that he would have received pursuant to the terms of the Base Salary for up to twelve (12) months from the date of terminationEmployment Agreements had he remained employed through March 31, 2020), payable in twelve substantially equal monthly installments in accordance with the Company’s regular normal payroll practices; reimbursement, up to a maximum of twelve (12) months, practices of the Company-paid portion Company over the period commencing on the Separation Date and ending on December 31, 2019; (b) a cash payment equal to $5,000 (Five Thousand Dollars and no Cents) in full satisfaction for any bonus payments due to EMPLOYEE pursuant to Section 11.5 of premium paymentsthe Employment Agreements, payable on December 31, 2019; (c) continuing group health insurance coverage pursuant to and in accordance with section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”), provided that the applicable premium for such coverage for the period commencing on the Separation Date and ending on March 31, 2020 shall be equal to the premium applicable to similarly-situated active employees of the Company for the same type and level of coverage; and (d) continued vesting of all previously granted but unvested stock awards as of the Separation Date, as reflected on Schedule A attached hereto, in accordance with the applicable vesting schedule as if Employee EMPLOYEE had remained an active employeecontinued to be employed by the Company, for notwithstanding any COBRA coverage Employee electsprovision to the contrary in any operative agreement concerning such stock awards. For the avoidance of doubt, if any; EMPLOYEE acknowledge and agrees that he will not be entitled to any unvested equity award, whether made before, on, or further grants of stock awards after the date Separation Date and hereby waives any right that he may have had to any such grant under the terms of the Employment Agreements. All payments pursuant this Paragraph 2 shall be subject to all applicable tax withholdings. Both the Company and KICO shall be jointly and severally liable to EMPLOYEE for the payments and benefits specified in this Agreement, (1) that is subject solely to a time-based vesting condition will accelerate and vest in full and (2) that is subject to subsequent performance-based vesting conditions shall be eligible to vest and be settled based on the actual achievement of the applicable performance objective(s) as if the date of termination was the end of the applicable performance period(s) (the “Equity Acceleration”).

Payments Upon Termination. (a) If this Agreement is terminated for any reason set forth in Section 7, then Employee shall be entitled to receive (ia) his earned but unpaid Base Salary through the date of the termination, (ii) any accrued and unused vacation or paid time off through the date of termination, (iiib) reimbursement of any business expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.05, and (iv) any earned but unpaid bonus pursuant to Section 4.02 for the calendar year prior to termination to the extent not yet paid when due (together, the “Accrued Compensation”). (b) 4.04. If Employee’s employment is terminated pursuant to Section 7.01(a) then Employee, or Employee’s heirs and assigns, as the case may be, shall be entitled to receive: (a) any Incentive Compensation pursuant to Section 4.02 for the preceding calendar year to the extent not yet paid when due and the amount which would be payable pursuant to Section 4.02 as if his employment had not terminated and Incentive Compensation for the calendar year in which Employee’s employment is terminated which for purposes hereof shall be equal to the consolidated Adjusted EBITDA of the Company for the twelve month period ending on the last day of the calendar month immediately preceding the date of termination times the Applicable Percentage, multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365) (for avoidance of doubt, the amount of draws paid by Company to Employee for Incentive Compensation during such calendar year as contemplated by Section 4.02, shall be credited against such amount), which payment shall be made within 120 days following the end of such calendar year in which the Employee’s employment was so terminated, and (b) any Annual Bonus pursuant to Section 4.03 for the preceding calendar year to the extent not yet paid when such amount would have been payable pursuant to Section 4.03 if his employment had not terminated and the Annual Bonus for the calendar year in which Employee’s employment is terminated which for purposes hereof shall be equal to Employee’s target annual bonus for such year, multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365), which payment shall be made within 90 days following the date on which the Employee’s employment was so terminated. If Employee’s employment is terminated pursuant to Section 7.01(e) or (df) and provided that Employee shall have executed and delivered to the Company a the Company’s standard form of release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and any period for rescission of such Release release shall have expired without Employee having rescinding such Releaserelease, in addition to the Accrued Compensationforegoing, Employee shall be entitled to receive an receive: (a) any Incentive Compensation pursuant to Section 4.02 for the preceding calendar year to the extent not yet paid when such amount would have been payable pursuant to Section 4.02 if his employment had not terminated; (b) Incentive Compensation for the calendar year in which Employee’s employment is terminated which for purposes hereof shall be equal to continuation the consolidated Adjusted EBITDA of the Base Salary Company for up the twelve month period ending on the last day of the calendar month immediately preceding the date of termination times the Applicable Percentage, multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365) (for avoidance of doubt, the amount of draws paid by Company to Employee for Incentive Compensation during such calendar year as contemplated by Section 4.02, shall be credited against such amount), which payment shall be made within 90 days following such termination of employee’s employment; (c) any Annual Bonus pursuant to Section 4.03 for the preceding calendar year to the extent not yet paid when such amount would have been payable pursuant to Section 4.03 if his employment had not terminated; (d) the Annual Bonus for the calendar year in which Employee’s employment is terminated which for purposes hereof shall be equal to the Employee’s target annual bonus for such year, multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365), which payment shall be made within 90 days following such termination of employee’s employment; (e) payment by the Company for COBRA benefits for a period of eighteen (18) months following termination for Employee and any dependents covered immediately prior to termination; and (f) the Severance Amount (as defined below), which Severance Amount shall be paid over a twelve (12) months from month period at the same times and in the same manner as base annual 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 sum of (a) Base Salary for one year, (b) Incentive Compensation for one year, which for purposes hereof shall be equal to the consolidated Adjusted EBITDA of the Company for the twelve-month period ending on the last day of the calendar month immediately preceding the date of termination, payable in twelve equal monthly installments in accordance with multiplied by the Company’s regular payroll practices; reimbursementApplicable Percentage, up to a maximum of twelve (12) months, of the Company-paid portion of premium payments, as if Employee had remained an active employee, for any COBRA coverage Employee elects, if any; and any unvested equity award, whether made before, on, or after the date of this Agreement, (1) that is subject solely to a time-based vesting condition will accelerate and vest in full and (2c) that is subject to subsequent performance-based vesting conditions the Annual Bonus, which for purposes hereof shall be eligible equal to vest and be settled based on the actual achievement of Employee’s target annual bonus for the applicable performance objective(s) as if the date of termination was the end of the applicable performance period(s) (the “Equity Acceleration”)current year.

Payments Upon Termination. (a) If this Agreement is terminated for any reason set forth in Section 7, then Employee shall be entitled to receive (ia) his earned but unpaid Base Salary for the applicable calendar year through the date of the termination, and (ii) any accrued and unused vacation or paid time off through the date of termination, (iiib) reimbursement of any business expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.05, and (iv) any earned but unpaid bonus pursuant to Section 4.02 for the calendar year prior to termination to the extent not yet paid when due (together, the “Accrued Compensation”). (b) 4.04. If Employee’s employment is terminated pursuant to Section 7.01(a) then Employee, or Employee’s heirs and assigns, as the case may be, shall be entitled to receive (a) any Annual Bonus pursuant to Section 4.02 for the preceding calendar year to the extent not yet paid when due and the amount which would be payable pursuant to Section 4.02 as if his employment had not terminated and the Annual Bonus for the calendar year in which Employee’s employment is terminated which for purposes hereof shall be equal to Employee’s target annual bonus for such year, multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365), which payment shall be made within 90 days following the date on which the Employee’s employment was so terminated and (b) full acceleration of vesting of Executive’s then outstanding Staking RSU’s. If Employee’s employment is terminated pursuant to Section 7.01(e) or (df) and provided that Employee shall have executed and delivered to the Company a the Company’s standard form of release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and any period for rescission of such Release release shall have expired without Employee having rescinding such Releaserelease, in addition to the Accrued Compensationforegoing, Employee shall be entitled to receive an receive: (a) any Annual Bonus pursuant to Section 4.02 for the preceding calendar year to the extent not yet paid when such amount would have been payable pursuant to Section 4.02 if his employment had not terminated; (b) the Annual Bonus for the calendar year in which Employee’s employment is terminated which for purposes hereof shall be equal to continuation the Employee’s target annual bonus for such year, multiplied by a fraction, (i) the numerator of which shall be the Base Salary number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365), which payment shall be made within 90 days following such termination of employee’s employment; (c) full acceleration of vesting of Executive’s then outstanding Staking RSU’s; (d) payment by the Company for up COBRA benefits for a period of eighteen (18) months following termination for Employee and any dependents covered immediately prior to termination and (e) the Severance Amount (as defined below), which Severance Amount shall be paid over twelve (12) months from month period at the date same times and in the same manner as base annual salary had been paid to Employee prior to the termination of terminationhis employment hereunder. As used herein, payable in twelve the “Severance Amount” shall be equal monthly installments in accordance with to the Company’s regular payroll practices; reimbursement, up to a maximum sum of twelve (12a) months, of the Company-paid portion of premium payments, as if Employee had remained an active employee, Base Salary for any COBRA coverage Employee elects, if any; and any unvested equity award, whether made before, on, or after the date of this Agreement, (1) that is subject solely to a time-based vesting condition will accelerate and vest in full one year and (2b) that is subject to subsequent performance-based vesting conditions the Annual Bonus, which for purposes hereof shall be eligible equal to vest and be settled based on the actual achievement of Employee’s target annual bonus for the applicable performance objective(s) as if the date of termination was the end of the applicable performance period(s) (the “Equity Acceleration”)current year.

Payments Upon Termination. (a) If this Agreement is terminated for any reason set forth in Section 7, then Employee shall be entitled to receive (i) his earned but unpaid Base Salary through the date of the termination, (ii) any accrued and unused vacation or paid time off through the date of termination, (iii) reimbursement of any business expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.054.04, and (iv) any earned but unpaid bonus pursuant to Section 4.02 for the calendar year prior to termination to the extent not yet paid when due (together, the “Accrued Compensation”). (b) If Employee’s employment is terminated pursuant to Section 7.01(a) or (d) (including, without limitation, in connection with a Change in Control) and provided that Employee shall have executed and delivered to the Company the a release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and any period for rescission of such Release shall have expired without Employee having rescinding such Release, in addition to the Accrued Compensation, Employee shall be entitled to receive an amount equal to continuation of the Base Salary for up to twelve (12) months from the date of termination, payable in twelve equal monthly installments in accordance with the Company’s regular payroll practices; , and reimbursement, up to a maximum of twelve (12) months, of the Company-paid portion of premium payments, as if Employee had remained an active employee, for any COBRA coverage Employee elects, if any; and any unvested equity award, whether made before, on, or after the date of this Agreement, (1) that is subject solely to a time-based vesting condition will accelerate and vest in full as to the portion of such award that would have vested within twelve (12) months of the date of termination as of such date of termination; and (2) that is subject to subsequent performance-based vesting conditions shall be eligible to vest and be settled based on in accordance with the actual achievement terms of the applicable performance objective(s) as if the date of termination was the end of the applicable performance period(saward agreement(s) (the “Equity Acceleration”).

Payments Upon Termination. (a) If this Agreement In the event Employee is terminated for any reason reason, VDI shall pay to Employee all accrued and unpaid Base Salary, all accrued and unpaid vacation and other accrued and unpaid benefits set forth in Section 7, then Employee shall be entitled herein to receive (i) his earned but unpaid Base Salary through the date of the termination, (ii) any accrued and unused vacation or paid time off through the date of termination, (iii) reimbursement of any business expenses incurred in the ordinary course of business through prior to the date of termination in accordance with the 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 have not yet been reimbursed are deemed to be vested pursuant to Section 4.05the provisions of Employee Retirement Income Security Act of 1974, as from time to time amended, and (iv) any earned but unpaid bonus regulations promulgated pursuant thereto. Such benefits shall be payable in accordance with the provisions therefor in this Agreement, or with regard to Section 4.02 benefits for the calendar year prior to which no provision is made, promptly following termination to the extent not yet paid when due (together, the “Accrued Compensation”)of employment. (b) If Employee’s employment In the event Employee is terminated pursuant to Section 7.01(a) or (d) and provided that Employee shall have executed and delivered to the Company a release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and any period for rescission of such Release shall have expired by VDI without Employee having rescinding such ReleaseCause, then, in addition to the Accrued Compensationpayments due to Employee under Section 5.3(a), Employee shall be entitled to receive an amount equal to continuation and as Employee's sole and exclusive rights and remedies, VDI shall, for the remainder of the Term, be obligated to continue to provide to the Employee his Base Salary in accordance with the terms hereof (but no other payments or benefits except the Options vested in accordance with the Stock Option Agreement). (c) If a Change in Control of VDI shall have occurred while Employee is an employee of VDI, upon the subsequent Termination of the Employment of Employee within two years of such Change in Control, then, in addition to the payments due to Employee under Section 5.3(a), (i) VDI shall pay Employee his full Base Salary on a bi-weekly basis at the rate in effect at the time the notice of terminatino is given for up a period of two years following the date of termination and (ii) VDI shall continue to twelve (12) months provide Employee with medical insurance, life insurance, disability insurance and such other similar insurance benefits until Employee obtains other employment on a full-time basis, but not to exceed two years from the date of termination. (d) Employee shall have no duty to seek alternative employment in the event of termination. Notwithstanding the foregoing, payable in twelve equal monthly installments in accordance with the Company’s regular payroll practices; reimbursement, up to a maximum of twelve (12) months, of the Company-paid portion of premium payments, as VDI and Employee agree that if Employee had remained an active employeeenters into employment after termination by VDI hereunder without Cause, for the total compensation earned by Employee together with any COBRA coverage welfare or other benefits earned or received by Employee electsduring any period that Employee continues to receive Base Salary shall be deducted from the amount, if any; , which VDI would otherwise be required to pay or provide to Employee during such period hereunder. Employee agrees that he shall give written notice to VDI (promptly after accepting any engagement or employment or furnishing his services after termination of his employment with VDI) of any amounts earned (or to be earned) by Employee and any unvested equity award, whether made before, on, benefits provided (or after to be provided) to Employee pursuant to his new engagement or employment arrangement. (e) For the date purposes of this Agreement, "Change in Control" of VDI shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (1) that is subject solely to "Exchange Act"); provided that, without limitation, such a time-based vesting condition will accelerate and vest change in full and (2) that is subject to subsequent performance-based vesting conditions control shall be eligible deemed to vest have occurred if (i) a tender offer shall be made and consummated for the ownership of 25% or more of the outstanding voting securities of VDI,(ii) VDI shall be settled based merged or consolidated with another corporation and as a result of such merger or consolidation less than 75% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by the former shareholders of VDI, other than affiliates (within the meaning of the Exchange Act) of any party to such merger or consolidation, as the same shall have existed immediately prior to such merger or consolidation, (iii) VDI shall sell, lease, exchange or transfer substantially all of its assets to another corporation, entity or person which is not a wholly-owned subsidiary, (iv) a person (other than Employee), as defined in Sections 13(d) and 14(d)(as in effect on the actual achievement date hereof) of the applicable performance objective(sExchange Act, shall acquire 25% or more of the outstanding voting securities of VDI (whether directly, indirectly, beneficially or of record),(v) the shareholders of VDI approve a plan or proposal for the liquidation or dissolution of VDI, or (vi) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by VDI's shareholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period. For purposes hereof, ownership of voting securities shall take into account and shall include ownership as if determined by applying the provisions of Rule 13d-3 (as in effect on the date of termination was hereof) under the end of the applicable performance period(s) (the “Equity Acceleration”)Exchange Act.

Payments Upon Termination. (a) If this Agreement is terminated for any reason set forth in this Section 7, then Employee shall be entitled to receive (ia) his earned but unpaid Base Salary base salary through the date of the termination, (iib) any accrued and unused vacation or paid time off time through the date of the termination, and (iiic) reimbursement of any business expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.05, and (iv) any earned but unpaid bonus pursuant to Section 4.02 for the calendar year prior to termination to the extent not yet paid when due (together, the “Accrued Compensation”). (b) 4.04. If Employee’s employment is terminated pursuant to Section 7.01(a) then Employee, or Employee’s heirs and assigns, as the case may be, shall be entitled to receive any incentive compensation pursuant to Section 4.02 for the preceding calendar year to the extent not yet paid when due and the amount which would be payable pursuant to Section 4.02 as if his employment had not terminated and any incentive compensation for the entire calendar year in which Employee’s employment is terminated to the extent the results for such year were attributable to Employee, which amount shall not in any event exceed the incentive bonus for the calendar year immediately preceding such termination, which payment shall be made within 120 days following the end of such calendar year in which the Employee’s employment was so terminated. If Employee’s employment is terminated pursuant to Section 7.01(e) or (df) and provided that Employee shall have executed and delivered to the Company a full release of claims substantially in a form prepared by and acceptable to the form attached hereto as Exhibit A (the “Release”) Company and any period for rescission of such Release release shall have expired without Employee having rescinding such Releaserelease, in addition to the Accrued Compensation, then Employee shall be entitled to receive receive: (a) any incentive compensation pursuant to Section 4.02 for the preceding calendar year to the extent not yet paid when such amount would have been payable pursuant to Section 4.02 if his employment had not terminated; (b) any incentive compensation for the calendar year in which Employee’s employment is terminated for the period from the beginning of such calendar year to the end of the month immediately preceding the date of the termination of Employee’s employment which payment shall be made within 90 days following such termination of employee’s employment; and (c) an amount equal to continuation of the Base Salary Guaranteed Minimum for up to twelve eighteen (12) months from the date of termination, payable in twelve equal monthly installments in accordance with the Company’s regular payroll practices; reimbursement, up to a maximum of twelve (1218) months, payment of the Company-paid portion of premium payments, as if Employee had remained an active employee, for any COBRA coverage Employee elects, if any; and any unvested equity award, whether made before, on, or after the date of this Agreement, (1) that is subject solely to a time-based vesting condition will accelerate and vest in full and (2) that is subject to subsequent performance-based vesting conditions which shall be eligible made over an eighteen (18) month period at the same times and in the same manner as base annual salary had been paid to vest and be settled based on Employee prior to the actual achievement termination of the applicable performance objective(s) as if the date of termination was the end of the applicable performance period(s) (the “Equity Acceleration”)his employment hereunder.

Payments Upon Termination. (a) If this Agreement is terminated for any reason set forth in this Section 7, then Employee shall be entitled to receive (ia) his earned but unpaid Base Salary base salary through the date of the termination, (iib) any accrued and unused vacation or paid time off time through the date of the termination, and (iiic) reimbursement of any business expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.05, and (iv) any earned but unpaid bonus pursuant to Section 4.02 for the calendar year prior to termination to the extent not yet paid when due (together, the “Accrued Compensation”). (b) 4.04. If Employee’s employment is terminated pursuant to Section 7.01(a) then Employee, or Employee’s heirs and assigns, as the case may be, shall be entitled to receive any incentive compensation pursuant to Section 4.02 for the preceding calendar year to the extent not yet paid when due and the amount which would be payable pursuant to Section 4.02 as if his employment had not terminated and any incentive compensation for the entire calendar year in which Employee’s employment is terminated to the extent the results for such year were attributable to Employee, which amount shall not in any event exceed the incentive bonus for the calendar year immediately preceding such termination, which payment shall be made within 120 days following the end of such calendar year in which the Employee’s employment was so terminated. If Employee’s employment is terminated pursuant to Section 7.01(e) or (df) and provided that Employee shall have executed and delivered to the Company a full release of claims substantially in a form prepared by and acceptable to the form attached hereto as Exhibit A (the “Release”) Company and any period for rescission of such Release release shall have expired without Employee having rescinding such Releaserelease, in addition to the Accrued Compensation, then Employee shall be entitled to receive receive: (a) any incentive compensation pursuant to Section 4.02 for the preceding calendar year to the extent not yet paid when such amount would have been payable pursuant to Section 4.02 if his employment had not terminated; (b) any incentive compensation for the calendar year in which Employee’s employment is terminated for the period from the beginning of such calendar year to the end of the month immediately preceding the date of the termination of Employee’s employment which payment shall be made within 90 days following such termination of employee’s employment; and (c) an amount equal to continuation of the Base Salary for up to twelve (12) months from the date of termination, payable in twelve equal monthly installments in accordance with the Company’s regular payroll practices; reimbursement, up to a maximum of twelve (12) months, of the Company-paid portion of premium payments, as if Employee had remained an active employee, for any COBRA coverage Employee elects, if any; and any unvested equity award, whether made before, on, or after the date of this Agreement, one (1) that is subject solely to a time-based vesting condition will accelerate year, less the amount of any accrued and vest in full and (2) that is subject to subsequent performance-based vesting conditions unpaid vacation, payment of which shall be eligible made over one (1) year period at the same times and in the same manner as base annual salary had been paid to vest and be settled based on Employee prior to the actual achievement termination of the applicable performance objective(s) as if the date of termination was the end of the applicable performance period(s) (the “Equity Acceleration”)his employment hereunder.

Payments Upon Termination. (a) If this Agreement is terminated for any reason set forth in this Section 7, then Employee shall be entitled to receive (ia) his earned but unpaid Base Salary through the date of the termination, (iib) any accrued and unused vacation or paid time off time through the date of the termination, and (iiic) reimbursement of any business expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.05, and (iv) any earned but unpaid bonus pursuant to Section 4.02 for the calendar year prior to termination to the extent not yet paid when due (together, the “Accrued Compensation”). (b) 4.04. If Employee’s employment is terminated pursuant to Section 7.01(a) then Employee, or Employee’s heirs and assigns, as the case may be, shall be entitled to receive any Incentive Compensation pursuant to Section 4.02 for the preceding calendar year to the extent not yet paid when due and the amount which would be payable pursuant to Section 4.02 as if his employment had not terminated and Incentive Compensation for the calendar year in which Employee’s employment is terminated which for purposes hereof shall be equal to the consolidated EBITDA of the Company for the twelve month period ending on the last day of the calendar month immediately preceding the date of termination times the Applicable Percentage, multiplied by a fraction, (a) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (b) the denominator of which shall be three hundred sixty-five (365) (for avoidance of doubt, the amount of draws paid by Company to Employee for Incentive Compensation during such calendar year as contemplated by Section 4.02, shall be credited against such amount), which payment shall be made within 120 days following the end of such calendar year in which the Employee’s employment was so terminated. If Employee’s employment is terminated pursuant to Section 7.01(e) or (df) and provided that Employee shall have executed and delivered to the Company a full release of claims substantially in a form prepared by and acceptable to the form attached hereto as Exhibit A Company in accordance with Section 8.06 (the a “Release”) and any period for rescission of such Release shall have expired without Employee having rescinding rescinded such Release, in addition then Employee shall receive: (a) any Incentive Compensation pursuant to Section 4.02 for the preceding calendar year to the Accrued Compensation, Employee extent not yet paid when such amount would have been payable pursuant to Section 4.02 if his employment had not terminated; (b) Incentive Compensation for the calendar year in which Employee’s employment is terminated which for purposes hereof shall be entitled to receive an amount equal to continuation the combined EBITDA of the Company for the twelve month period ending on the last day of the calendar month immediately preceding the date of termination times the Applicable Percentage, multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365) (for avoidance of doubt, the amount of draws paid by Company to Employee for Incentive Compensation during such calendar year as contemplated by Section 4.02, shall be credited against such amount), which payment shall be made within 90 days following such termination of employee’s employment; (c) payment by the Company for COBRA benefits for a period of eighteen (18) months following termination for Employee and any dependents covered immediately prior to termination and (d) the Severance Amount (as defined below), which Severance Amount shall be paid over a two (2) year period at the same times and in the same manner as base annual salary had been paid to Employee prior to the termination of his employment hereunder. As used herein, the “Severance Amount” shall be equal to two hundred percent (200%) of the sum of (a) Base Salary for up one year and (b) Incentive Compensation for one year, which for purposes hereof shall be equal to twelve (12) months from the consolidated EBITDA of the Company for the twelve-month period ending on the last day of the calendar month immediately preceding the date of termination, payable in twelve equal monthly installments in accordance with multiplied by the Company’s regular payroll practices; reimbursement, up to a maximum of twelve (12) months, of the Company-paid portion of premium payments, as if Employee had remained an active employee, for any COBRA coverage Employee elects, if any; and any unvested equity award, whether made before, on, or after the date of this Agreement, (1) that is subject solely to a time-based vesting condition will accelerate and vest in full and (2) that is subject to subsequent performance-based vesting conditions shall be eligible to vest and be settled based on the actual achievement of the applicable performance objective(s) as if the date of termination was the end of the applicable performance period(s) (the “Equity Acceleration”)Applicable Percentage.

Payments Upon Termination. (a) If this Agreement is terminated for any reason set forth in Section 7, then Upon the termination of the Employment Period the Employee shall be entitled to receive (i) his earned but unpaid Base Salary through the date of the termination, (ii) any accrued and unused vacation or paid time off through the date of termination, (iii) reimbursement of any business expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.05, all other non-forfeitable payments and (iv) any earned but unpaid bonus pursuant to Section 4.02 for the calendar year prior to termination benefits only to the extent not yet paid when due (together, that such amounts have accrued through the “Accrued Compensation”)Termination Date. (b) If the Company terminates the Employee’s employment is terminated pursuant to Section 7.01(ahereunder without Cause (as defined below) or (d) and provided that Employee shall have executed and delivered to then, following the Company execution of a general release of claims substantially by the Employee in a form provided by the form attached hereto as Exhibit A Company: (i) the “Release”) and any period for rescission of such Release shall have expired without Employee having rescinding such Release, in addition to the Accrued Compensation, Employee shall be entitled to receive an amount equal to continuation acceleration of vesting of the Base Salary for up to twelve (12) months from the date of termination, payable in twelve equal monthly installments in accordance with the Company’s regular payroll practices; reimbursement, up to a maximum of twelve (12) months, of the CompanyTime-paid portion of premium payments, as if Employee had remained an active employee, for any COBRA coverage Employee elects, if any; Vesting Option and any unvested other equity award, whether made before, on, or after award granted to him by the date of this Agreement, (1) that is subject solely to a time-based vesting condition will accelerate and vest in full and (2) Company that is subject to subsequent performance-based time vesting conditions shall be eligible by a period equal to vest the greater of (i) 12 months and be settled based on (ii) the actual achievement number of days such that the cumulative vested portion of the applicable performance objective(sequity award equals 18 months from the Effective Date; and (ii) as if the date of termination was Board will use its best efforts to extend the end exercise period of the applicable performance period(sOption following the termination of the Employee’s Continuous Service for two (2) years (but not beyond its original ten (10)-year expiration date) provided that it is not prohibited at any time solely because the issuance of shares of Common Stock would violate the registration requirements under the Securities Act. (c) Except as otherwise required by law or as specifically provided herein, all of the Employee’s rights to payments and benefits hereunder shall cease upon the Termination Date. The Employee shall not be entitled to any severance payments or benefits under any severance policy or practice. (d) For purposes hereof “Equity Acceleration”)Cause” means one or more of the following: (i) the Employee’s substantial and repeated failure to perform duties as reasonably and lawfully directed by the Board; (ii) conduct by the Employee reasonably likely to bring the Company or any of its Affiliates into disgrace or disrepute; (iii) the Employee’s commission of any felony, crime involving moral turpitude or other act of material dishonesty, disloyalty or fraud; (iv) the Employee’s breach of fiduciary duty, gross negligence or willful misconduct with respect to the Company or any of its Affiliates; (v) the Employee’s failure in any material respect to comply with any material written policy of the Company; (vi) a breach of the covenants in Sections 6, 7 or 8 hereof, or (vii) any other material breach of this Agreement.

Payments Upon Termination. (a) If Except as otherwise provided in Section 6(e) and subsection (b) of this Agreement is terminated for any reason set forth in Section 7, then Employee upon termination of Executive’s employment by the Corporation, all compensation due Executive under this Agreement and under each plan or program of the Corporation in which he may be participating at the time shall cease to accrue as of the date of such termination (except, in the case of any such plan or program, if and to the extent otherwise provided in the terms of such plan or program), and all such compensation accrued as of the date of such termination but not previously paid shall be entitled paid to receive (i) Executive at the time such payment otherwise would be due. Unless otherwise expressly provided in the terms of the bonus plan or program of the Corporation in which the Executive is a participant at the time of his earned but unpaid Base Salary through termination, if the termination of Executive’s employment is not for Cause, then a pro rata portion of the “target” full year’s bonus shall be deemed to have accrued for the Executive under such bonus plan or program for the portion of the year ended on the date of the termination, (ii) any accrued and unused vacation or which shall be paid time off through the date of termination, (iii) reimbursement of any business expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.05, and (iv) any earned but unpaid bonus pursuant to Section 4.02 for the calendar year prior to termination to the extent not yet paid when due (together, Executive at the “Accrued Compensation”)time such bonus payment otherwise would be due. (b) If EmployeeExecutive’s employment pursuant to this Agreement is terminated without Cause pursuant to Section 7.01(a) or subsection (d) and provided that Employee shall have executed and delivered to the Company a release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and any period for rescission of such Release shall have expired without Employee having rescinding such ReleaseSection 6 herein, then, in addition to the Accrued Compensationpayments required by subsection (a) of this Section 7, Employee Executive shall be entitled (i) to receive an the vesting of all options previously granted but still subject to vesting and (ii) to the extent set forth in any agreement regarding the grant of rights related to shares of the Corporation’s common stock, the vesting (or termination of risk of forfeiture, as appropriate) of rights or shares previously granted but still subject to vesting. The Executive shall also receive, subject to the mitigation provisions of Section 11(a) below, for a period of twelve months (the “Severance Period”) cash severance payments (the Severance Payment”) from the Corporation. The amount of the Severance Payment shall be equal to continuation of the Executive’s then monthly Base Salary increased by a factor of twenty percent (20%) to account for up the Executive’s loss of benefits. Executive shall have the right to twelve (12) months from the date of termination, payable in twelve equal monthly installments in accordance with purchase health and dental coverage under the Company’s regular payroll practices; reimbursement, up to a maximum group policies then in effect for the Severance Period. The Severance Payment shall be due and payable on the 20th day of twelve (12) months, of the Company-paid portion of premium payments, as if Employee had remained an active employee, for any COBRA coverage Employee elects, if any; each month and any unvested equity award, whether made before, on, or after the date of this Agreement, (1) that is subject solely to a time-based vesting condition will accelerate and vest in full and (2) that is subject to subsequent performance-based vesting conditions required withholding. The Executive shall also be eligible entitled to vest and the benefits under this Section in the event the Corporation elects at any time not to renew or extend this Agreement pursuant to Section 1. The Executive shall not be settled based on the actual achievement of the applicable performance objective(s) entitled to a Severance Payment in any event if he is terminated for Cause as if the date of termination was the end of the applicable performance period(s) (the “Equity Acceleration”permitted by Section 6(c).

Payments Upon Termination. (a) If this Agreement is terminated for any reason set forth in by the Employee pursuant to Section 74(c) of this Agreement, then the Employee shall be entitled to will receive the following: (i) the Employee will be paid his earned but unpaid Base Salary through the date of the termination, ; (ii) the Employee will be paid any accrued benefits payable to the Employee pursuant to the terms and unused vacation or paid time off through conditions of any benefit plan in which the Employee participated during the term of his employment, the right to which had vested on the date of termination, his termination under the terms and conditions of such plans; and (iii) reimbursement of the Employee will be paid any business expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.05, and (iv) any earned but unpaid bonus pursuant to Section 4.02 for the calendar year prior to termination to the extent not yet paid when due (together, the “Accrued Compensation”)expense reimbursement. (b) If Employee’s employment this Agreement is terminated for any other reason, including the death or Total Disability of the Employee or termination by the Company for any reason pursuant to Section 7.01(a4(c) hereof, or is terminated upon the consummation of a Change in Control pursuant to Section 4(b) hereof, the Employee will receive the following: (di) and provided that the Employee shall have executed and delivered to the Company a release of claims substantially will be paid, in the form attached hereto as Exhibit A (the “Release”) and any period for rescission of a lump sum payment payable within 10 days of such Release shall have expired without Employee having rescinding such Releasetermination, in addition to his Base Salary through the Accrued Compensation, Employee shall be entitled to receive an amount equal to continuation end of the Base Salary for up to twelve (12) months from the date of termination, payable in twelve equal monthly installments in accordance with the Company’s regular payroll practices; reimbursement, up to a maximum of twelve (12) months, of the Company-paid portion of premium payments, as if Employee had remained an active employee, for any COBRA coverage Employee elects, if any; and any unvested equity award, whether made before, on, or after the date original term of this Agreement, (1ii) the Company will maintain, for 18 months following the effective date of such termination of employment (the "COBRA Period"), a group health plan that is subject solely to a time-based vesting condition will accelerate by its terms covers the Employee (and vest in full his family members and (2) that is subject to subsequent performance-based vesting conditions shall be dependents who were eligible to vest be covered as of such termination) under the same terms and at the same cost to the Employee and his family members and dependents as other employees who continue to be settled based on employed by the actual achievement of the applicable performance objective(sCompany during such period, (iii) as if the date of termination was following the end of the applicable performance period(sCOBRA Period, the Company will provide the Employee with, or reimburse the Employee for, health plan coverage comparable to that provided by clause (ii) above for such number of months as equals the number of full months between the date of his termination of employment and the end of the original term of this Agreement, provided that the Company will not be required to pay more than $1,000 per month, (iv) the “Equity Acceleration”)Employee will be paid any benefits payable to the Employee pursuant to the terms and conditions of any benefit plan in which the Employee participated during the term of his employment, the right to which had vested on the date of his death or termination under the terms and conditions of such plans, (v) all stock options then held by the Employee will become immediately exercisable in full and will remain exercisable for 90 days following such termination, and (vi) the Employee will be paid any unpaid expense reimbursement. (c) In the event of the death of the Employee, all payments and benefits to which the Employee would be entitled will pass to the Employee's representatives, heirs and beneficiaries.

Payments Upon Termination. (a) If this Agreement is terminated for any reason set forth in Section 7, then Employee shall be entitled to receive (i) his earned but unpaid Base Salary through the date of the termination, (ii) any accrued and unused vacation or paid time off through the date of termination, (iii) reimbursement of any business expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.054.04, and (iv) any earned but unpaid bonus pursuant to Section 4.02 for the calendar year prior to termination to the extent not yet paid when due (together, the “Accrued Compensation”). (b) If Employee’s employment is terminated pursuant to Section 7.01(a) or (d) and provided that Employee shall have executed and delivered to the Company the a release of claims substantially in the form attached hereto as Exhibit A B (the “Release”) and any period for rescission of such Release shall have expired without Employee having rescinding such Release, in addition to the Accrued Compensation, Employee shall be entitled to receive either (i) if Employee has been an employee of the Company or its affiliates for less than two years following the Effective Date but prior to the date of termination, continuation of the Base Salary for up to six (6) months from the date of termination, payable in six equal monthly installments in accordance with the Company’s regular payroll practices, and reimbursement, up to a maximum of six (6) months, of the Company-paid portion of premium payments, as if Employee had remained an active employee, for any COBRA coverage Employee elects, if any; or (ii) if Employee has been an employee of the Company or its affiliates for at least two years following the Effective Date but prior to the date of termination, an amount equal to continuation of the Base Salary for up to twelve (12) months from the date of termination, payable in twelve equal monthly installments in accordance with the Company’s regular payroll practices; , and reimbursement, up to a maximum of twelve (12) months, of the Company-paid portion of premium payments, as if Employee had remained an active employee, for any COBRA coverage Employee elects, if any; and any unvested equity award, whether made before, on, or after the date of this Agreement, (1) that is subject solely to a time-based vesting condition will accelerate and vest in full and (2) that is subject to subsequent performance-based vesting conditions shall be eligible to vest and be settled based on the actual achievement of the applicable performance objective(s) as if the date of termination was the end of the applicable performance period(s) (the “Equity Acceleration”).

Payments Upon Termination. (a) If this Agreement is terminated for any reason set forth in Section 7, then Employee shall be entitled to receive (ia) his earned but unpaid Base Salary for the applicable calendar year through the date of the termination, (iib) any accrued and unused vacation or paid time off through the date of termination, (iiic) reimbursement of any business expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.054.04, and (ivd) any earned but unpaid bonus Incentive Compensation pursuant to Section 4.02 for the preceding calendar year prior to termination to the extent not yet paid when due and the amount which would be payable pursuant to Section 4.02 as if his employment had not terminated and (togethere) any Incentive Compensation not yet paid for the calendar year in which the Employee’s employment is terminated in an amount determined by multiplying EBITDA for the twelve month period immediately preceding the date of termination by the Applicable Percentage, and multiplying the “Accrued Compensation”product thereof by a fraction, (i) the numerator of which shall be the number of days in the period from the beginning of such calendar year to the date of the termination of Employee’s employment and (ii) the denominator of which shall be three hundred sixty-five (365). (b) , which payment shall be made within 90 days following such termination of employee’s employment. If Employee’s employment is terminated pursuant to Section 7.01(a7.01(e) or (df) and provided that Employee shall have executed and delivered to the Company a the Company’s standard form of release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and any period for rescission of such Release release shall have expired without Employee having rescinding such Releaserelease, in addition to the Accrued Compensationforegoing, Employee shall be entitled to receive the Severance Amount (as defined below), payment of which shall be paid in equal installments over a one (1) year period at the same times and in the same manner as 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 (a) $879,570 in the event such termination occurs on or before December 31, 2017 or (b) an amount equal to continuation of the Base Salary for up to twelve (12) months from Guaranteed Minimum in the date of terminationevent such termination occurs after December 31, payable in twelve equal monthly installments in accordance with the Company’s regular payroll practices; reimbursement, up to a maximum of twelve (12) months, of the Company-paid portion of premium payments, as if Employee had remained an active employee, for any COBRA coverage Employee elects, if any; and any unvested equity award, whether made before, on, or after the date of this Agreement, (1) that is subject solely to a time-based vesting condition will accelerate and vest in full and (2) that is subject to subsequent performance-based vesting conditions shall be eligible to vest and be settled based on the actual achievement of the applicable performance objective(s) as if the date of termination was the end of the applicable performance period(s) (the “Equity Acceleration”)2017.

Payments Upon Termination. Payments to Employee upon termination shall be limited to the following: (a) If this Agreement is terminated for any reason set forth in Section 7, then Employee shall be entitled to receive (i) his earned but unpaid Base Salary through the date of the termination, (ii) any accrued and unused vacation or paid time off through the date of termination, (iii) reimbursement of any business expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.05, and (iv) any earned but unpaid bonus pursuant to Section 4.02 for the calendar year prior to termination to the extent not yet paid when due (together, the “Accrued Compensation”). (b) If Employee’s employment is terminated due to (i) death pursuant to 12(a), (ii) termination by the Corporation for Cause pursuant to Section 7.01(a) 12(b), or (diii) Employee’s voluntary resignation, Employee shall be entitled to all arrearages of base salary accrued through the date of termination, payable in accordance with the Corporation’s customary policies as in effect from time to time (the “Accrued Obligations”), but shall not be entitled to further compensation. (b) If Employee is terminated (i) by the Corporation without Cause prior to expiration of the Transition Term, or (ii) upon the expiration of Transition Term, then, in exchange for Employee executing a full and final Release (as defined in Section 13(c) below), the Corporation shall pay to Employee (A) all Accrued Obligations, (B) solely in the event Employee’s date of termination is prior to the Expiration Date, severance equal to Employee’s base salary at the rate in effect on the date of termination through the Expiration Date, and (C) an amount equal to the annual bonus to which Employee would have been entitled for 2014 under Section 4(b) above, pro-rated for the portion of such year that elapsed up to and including the Expiration Date. The amounts provided in clauses (B) and provided (C) above shall be payable in a lump sum payment on the date that Employee shall have executed and delivered is 30 days following the date of Employee’s termination of employment. (c) Notwithstanding any provision to the Company a contrary in this Agreement, no amount shall be paid pursuant to Section 13(b) above unless, on or prior to the 30th day following the date of Employee’s termination of employment, an effective general release of claims agreement (the “Release”) in substantially in the form attached hereto as Exhibit A (the “Release”) has been executed by Employee and remains effective on such date and any applicable revocation period for rescission of such Release shall have expired without Employee having rescinding such Release, in addition to the Accrued Compensation, Employee shall be entitled to receive an amount equal to continuation of the Base Salary for up to twelve (12) months from the date of termination, payable in twelve equal monthly installments in accordance with the Company’s regular payroll practices; reimbursement, up to a maximum of twelve (12) months, of the Company-paid portion of premium payments, as if Employee had remained an active employee, for any COBRA coverage Employee elects, if any; and any unvested equity award, whether made before, on, or after the date of this Agreement, (1) that is subject solely to a time-based vesting condition will accelerate and vest in full and (2) that is subject to subsequent performance-based vesting conditions shall be eligible to vest and be settled based on the actual achievement of the applicable performance objective(s) as if the date of termination was the end of the applicable performance period(s) (the “Equity Acceleration”)thereunder has expired.

Payments Upon Termination. (a) If this Agreement is terminated for any reason set forth in Section 7, then Employee shall be entitled to receive (ia) his earned but unpaid Base Salary through the date of the termination, (iib) any accrued and unused vacation or paid time off time through the date of the termination, and (iiic) reimbursement of any business expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.05, and (iv) any earned but unpaid bonus pursuant to Section 4.02 for the calendar year prior to termination to the extent not yet paid when due (together, the “Accrued Compensation”). (b) 4.04. If Employee’s employment is terminated pursuant to Section 7.01(a) then Employee, or Employee’s heirs and assigns, as the case may be, shall be entitled to receive any incentive compensation pursuant to Section 4.02 for the preceding calendar year, to the extent not yet paid, when due and any incentive compensation for the entire calendar year in which Employee’s employment is terminated to the extent the results for such year were attributable to Employee, which amount shall not in any event exceed the incentive bonus for the calendar year immediately preceding such termination, which payment shall be made within 120 days following the end of such calendar year in which the Employee’s employment was so terminated. If Employee’s employment is terminated pursuant to Section 7.01(e) or (df) and provided that Employee shall have executed and delivered to the Company a full release of claims substantially in a form prepared by and acceptable to the form attached hereto as Exhibit A (the “Release”) Company and any period for rescission of such Release release shall have expired without Employee having rescinding such Releaserelease, in addition to the Accrued Compensation, then Employee shall be entitled to receive receive: (a) any incentive compensation pursuant to Section 4.02 for the preceding calendar year to the extent not yet paid when such amount would have been payable pursuant to Section 4.02 if his employment had not terminated; (b) any incentive compensation for the calendar year in which Employee’s employment is terminated for the period from the beginning of such calendar year to the end of the month immediately preceding the date of the termination of Employee’s employment which payment shall be made within 90 days following such termination of employee’s employment; and (c) an amount equal to continuation of the Base Salary for up to twelve (12) months from the date of termination, payable in twelve equal monthly installments in accordance with the Company’s regular payroll practices; reimbursement, up to a maximum of twelve (12) months, of the Company-paid portion of premium payments, as if Employee had remained an active employee, for any COBRA coverage Employee elects, if any; and any unvested equity award, whether made before, on, or after the date of this Agreement, one (1) that is subject solely to a time-based vesting condition will accelerate year, less the amount of any accrued and vest in full and (2) that is subject to subsequent performance-based vesting conditions unpaid vacation, payment of which shall be eligible made over a one (1) year period at the same times and in the same manner as his Base Salary had been paid to vest and be settled based on Employee prior to the actual achievement termination of the applicable performance objective(s) as if the date of termination was the end of the applicable performance period(s) (the “Equity Acceleration”)his employment hereunder.

Payments Upon Termination. (ai) If this Agreement the Executive's employment is terminated by the Company for any reason set forth other than "cause" (as defined in Section 74(d)(i) hereof) or by the Executive for "good reason" (as defined in Section 4(d)(iii) hereof) at any time during the Employment Period or any extension thereof, then Employee the Company shall be entitled to receive pay to, or provide for, as the case may be, the Executive, for the remainder of the Employment Period, at the times otherwise provided in this Agreement as if the Executive had not been terminated: (iA) his earned but unpaid Base Salary then in effect as accrued through the date of termination and the terminationlonger of either (1) the remainder of the Employment Period or (2) a period of three (3) months, which Salary shall be payable in equal monthly installments during such period in accordance with existing payroll policies; and (B) to the extent applicable, the sickness and health insurance programs to which he would have been entitled under this Agreement if he had remained in the employ of the Company for such period (ii) The Executive shall use his best efforts to discharge his legal obligation to mitigate the amount of payments provided for in this Section 4(c) by actively seeking employment, and the amount of any payment provided for in this Section 4(c) shall be reduced by any compensation or remuneration earned or which should have been earned as the result of employment by another employer after the date of termination and during such severance period. (iii) If the Executive's employment is terminated (A) by the Company for "cause", or (B) by the Executive by resignation without "good reason", or (C) upon the death or Total Disability of the Executive, then the Company shall have no further liability to the Executive, except for the Salary which has accrued and unused vacation or paid time off through the date of termination, which amounts shall be paid by the Company within thirty (iii30) reimbursement days of any business expenses incurred such termination, or in accordance with applicable law. If the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.05, and (iv) any earned but unpaid bonus pursuant to Section 4.02 for the calendar year prior to termination to the extent not yet paid when due (together, the “Accrued Compensation”). (b) If Employee’s Executive's employment is terminated pursuant due to Section 7.01(a) his death or (d) and provided that Employee shall have executed and delivered to the Company a release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and any period for rescission of such Release shall have expired without Employee having rescinding such Releasehis Total Disability, then, in addition to the Accrued Compensation, Employee shall be entitled to receive an amount equal to continuation of the Base Salary for up to twelve (12) months from which has accrued through the date of termination, payable the Executive or his estate shall receive the Salary then in twelve equal monthly installments in accordance with the Company’s regular payroll practices; reimbursement, up to effect for a maximum period of twelve three (123) months, of the Company-paid portion of premium payments, as if Employee had remained an active employee, for any COBRA coverage Employee elects, if any; and any unvested equity award, whether made before, on, or months after the date of termination in equal monthly installments. (iv) Notwithstanding any other provision of this Section 4(c), if the Executive violates any covenant, term or condition of this Agreement or the Proprietary Rights Agreement, (1) that is subject solely to a time-based vesting condition will accelerate and vest in full and (2) that is subject to subsequent performance-based vesting conditions the Company shall be eligible entitled, in addition to vest and be settled based on any other remedies it may have hereunder or at law or in equity, to offset the actual achievement amount of any payment otherwise due to the Executive pursuant to this Section 4(c) against any loss or damage incurred by the Company as a result of the applicable performance objective(s) as if the date Executive's violation of termination was the end of the applicable performance period(s) (the “Equity Acceleration”)said covenant, term or condition.

Payments Upon Termination. (a) If this Agreement is the employment of Executive hereunder shall be terminated for any reason set forth in Section 7reason, then Employee the Company shall be entitled to receive make the following payments and take the following actions: (i) his earned but unpaid Base Salary through pay Executive within fifteen (15) days after the date of the terminationtermination of employment a lump sum in cash equal to the sum of the following: a) the product of Executive's Annual Base Salary multiplied by 3.0; b) the sum of the following (1) the product of thirty percent (30%) of the Annual Base Salary (the "Midpoint Bonus") multiplied by a fraction the numerator of which is the number of days Executive was employed by the Company during the fiscal year in which Executive's employment with the Company is terminated and the denominator of which is 365, except that the amount set forth in this subsection (1) shall not be paid if Executive is employed hereunder through January 29, 1999 and is paid a bonus pursuant to Section 4, above, provided however, that nothing contained herein shall affect Executive's right to receive the product of the Midpoint Bonus multiplied by 3.0 plus (2) the product of the Midpoint Bonus multiplied by 3.0; (ii) any accrued and unused vacation or paid time off through the date of termination, pay Executive within fifteen (iii15) reimbursement of any business expenses incurred in the ordinary course of business through days after the date of termination that of employment a lump sum in cash equal to the sum of (A) any unvested amount in Executive's Post- 1990 Matched Contribution Account under the Xxxxxx Xxxxx Xxxxx & Co. Savings Plan; and (B) the actuarial equivalent, determined as of the date of termination of employment, of any unvested accrued benefit under the Xxxxxx Xxxxx Xxxxx & Co. Pension Plan (using actuarial assumptions no less favorable to Executive than the actuarial assumptions used for the determination of benefits in effect under such plan immediately prior to the date hereof, (iii) for 36 months after the date of termination of employment or such longer term as may be provided by the appropriate plan (the "Extended Benefits Period"), program, practice, or policy, continue benefits to Executive, and if applicable, to Executive's family, at the Company's expense, at least equal to those benefits which would have not yet been reimbursed provided to them in accordance with the Company's health and welfare plans, including, without limitation, accruals under the SERP, medical, dental, life insurance, long-term disability plans and automobile reimbursement plan pursuant to Section 4.057, and above, as if Executive's employment had not been terminated; (iv) credit Executive with additional hours of benefit service under the Xxxxxx Xxxxx Xxxxx & Co. Pension Plan equal to the least of (A) the greater of (1) 501 hours or (2) the maximum number of hours of benefit service attributable to severance pay as such Plan in effect on the date of termination of employment, (B) the maximum number of hours permitted by law, or (C) 3,000 hours; (v) notwithstanding any earned but unpaid bonus pursuant provision to Section 4.02 for the calendar year contrary in the SERP, the Equity Plan or any other benefit plan in which Executive participates, Executive's benefits under the SERP and any stock options or other securities or awards under the Equity Plan shall be and become fully vested as of the date of such termination; (vi) notwithstanding the provisions of the SERP, upon Executive's termination of employment hereunder, Executive shall have the option in his sole discretion to have the amounts due to him under the SERP paid out in a lump sum distribution or in accordance with the terms of the SERP. In addition, in the event Executive's employment hereunder is terminated as a result of his death, Executive's designated beneficiary shall receive the benefits under the SERP as if Executive had terminated his employment immediately prior to his death and had selected the payment option under the SERP most beneficial to his beneficiary; and (vii) the Company shall pay to Executive, within fifteen (15) days of his termination of employment, any compensation previously deferred by Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not yet paid theretofore paid. If the payments provided for in this Section 12(a) are made promptly when due and without dispute by the Company (togetherother than as a result of a good faith dispute by the Company), such payments shall be the “Accrued Compensation”)sole and exclusive remedy available to Executive for the termination of his employment. (b) If Employee’s The payments set forth in Section 12(a), above, due upon Executive's termination of employment, shall be in consideration of two components: (i) Executive's foregoing his right to terminate his employment immediately after the effective time of the merger of Xxxxxxxx'x and the Company, and (ii) Executive's entering into the non-competitive provisions in Section 14, below The payments shall also represent Executive's severance pay. Xxxxxxxx'x Accounting Firm (as hereinafter defined) shall determine the valuation of each of these two components. (c) Except as otherwise provided herein, nothing in this Agreement shall affect the rights and obligations of Executive under any of the Company's employee benefit plans in effect from time to time, including but not limited to the SERP, and such rights and obligations shall be determined solely by reference to such employee benefit plan documents. (d) Following the expiration of the Extended Benefits Period (i) Executive and his spouse may elect to continue for the life of Executive and his spouse their coverage under the Company's health insurance plan in effect from time to time at their sole expense, (ii) Executive shall have the right to purchase the car (if any) provided to him by the Company or its affiliated companies immediately preceding the termination of the Extended Benefits Period, at the book value thereof as of such date exercisable within thirty (30) days after the termination, and if such car is terminated not purchased, Executive shall return the car to the Company, and (iii) Executive may elect to continue the life insurance policy purchased pursuant to Section 7.01(a6(b), above, and any disability policies purchased on behalf of Executive, at Executive's expense. (e) or Notwithstanding anything else contained in this Section 12, the Company may defer payment of any amounts payable pursuant to this Section 12 until the day fifty (d50) days after the first day of the first fiscal year that begins after the termination of Executive's employment hereunder, if and provided that Employee shall have executed and delivered to the extent that the Company determines, based on a release written opinion of claims substantially in its tax counsel, that such deferral will prevent such amounts from being nondeductible by the form attached hereto as Exhibit A (the “Release”) and any period Company for rescission of federal income tax purposes. Any such Release shall have expired without Employee having rescinding such Release, in addition to the Accrued Compensation, Employee deferred payment shall be entitled to receive an amount equal to continuation of paid with simple interest at the Base Salary for up to twelve (12) months Interest Rate from the date of termination, it would otherwise have been payable in twelve equal monthly installments in accordance with the Company’s regular payroll practices; reimbursement, up pursuant to a maximum of twelve (12) months, of the Company-paid portion of premium payments, as if Employee had remained an active employee, for any COBRA coverage Employee elects, if any; and any unvested equity award, whether made before, on, or after this Section 12 until the date of this Agreement, (1) that it is subject solely to a time-based vesting condition will accelerate and vest in full and (2) that is subject to subsequent performance-based vesting conditions shall be eligible to vest and be settled based on the actual achievement of the applicable performance objective(s) as if the date of termination was the end of the applicable performance period(s) (the “Equity Acceleration”)actually paid.