Common use of Payments Upon Termination Clause in Contracts

Payments Upon Termination. In the event that the Company shall terminate this Agreement and the Executive's employment with the Company under Section 8(a), (b) or (c) above or the Executive terminates his employment with the Company for any reason prior to the Expiration Date, then (a) the Company shall pay to the Executive (or his heirs and/or personal representatives) (1) the Base Salary earned through the date of termination, payable when and as the same would have been payable but for such termination, and (b) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (c) the Company shall reimburse the Executive for any expenses for which the Executive is entitled to reimbursement under Section 7 of this Agreement, and the Company shall have no further obligation to the Executive. In the event that the Company shall terminate this Agreement and the Executive's employment with the Company under Section 8(d) above (for a reason other than those covered by Sections 8(a), (b) or (c) above), then (a) the Company shall pay to the Executive (1) the Base Salary earned through the date of termination, payable when and as the same would have been payable but for such termination, (2) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (3) an amount equal to Twenty Five Percent (25%) of his then current annual Base Salary in a lump sum payment within thirty (30) days following the last day of the Executive's employment with the Company, (b) the Company shall continue to provide the Executive with those medical, life and disability insurance benefits, if any, which are provided to the Executive on the last day of his employment with the Company for a period of three (3) months following his last day of employment with the Company, and (c) the Company shall reimburse the Executive for any expenses for which the Executive is entitled to reimbursement under Section 7 of this Agreement, and the Company shall have no further obligation to the Executive.

Payments Upon Termination. In If this Agreement is terminated for any reason set forth in Section 7, then Employee shall be entitled to receive (a) his Base Salary for the event that applicable calendar year through the date of the termination at the Applicable Percentage times the combined EBITDA of the Company and FR for the twelve month period ending on the last day of the calendar month immediately preceding the date of termination multiplied by a fraction, (i) the numerator of which shall terminate this Agreement be the number of days Employee was employed during the then such current calendar year and (ii) the Executive's employment with denominator of which shall be three hundred sixty-five (365) (for avoidance of doubt, the amount of draws paid by Company under to Employee during such calendar year as contemplated by Section 8(a4.02, shall be credited against such amount), (b) any accrued and unused vacation or (c) above or the Executive terminates his employment with the Company for any reason prior to the Expiration Date, then (a) the Company shall pay to the Executive (or his heirs and/or personal representatives) (1) the Base Salary earned paid time off time through the date of termination, payable when and as the same would have been payable but for such termination, and (b) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (c) reimbursement of any business expenses incurred in the Company shall reimburse the Executive for any expenses for which the Executive is entitled to reimbursement under Section 7 ordinary course of this Agreement, and the Company shall have no further obligation to the Executive. In the event that the Company shall terminate this Agreement and the Executive's employment with the Company under Section 8(d) above (for a reason other than those covered by Sections 8(a), (b) or (c) above), then (a) the Company shall pay to the Executive (1) the Base Salary earned business through the date of terminationtermination that have not yet been reimbursed pursuant to Section 4.04. Any overpayments or underpayments shall be paid by one party to the other, payable when and as the same would have been payable but for such terminationapplicable, (2) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (3) an amount equal to Twenty Five Percent (25%) of his then current annual Base Salary in a lump sum payment within thirty (30) days following the last day final calculation. If Employee’s employment is terminated pursuant to Section 7.01(e) or (f) and provided that Employee shall have executed and delivered to the Company the Company’s standard form of release of claims and any period for rescission of such release shall have expired without Employee having rescinding such release, then Employee shall be entitled to receive the Severance Amount (as defined below), payment of which shall be made over a one (1) year period at the same times and in the same manner as his Base Salary had been paid to Employee prior to the termination of his employment hereunder. As used herein, the “Severance Amount” shall be equal to the combined EBITDA of the Executive's employment with Company and FR for the Company, (b) the Company shall continue to provide the Executive with those medical, life and disability insurance benefits, if any, which are provided to the Executive twelve month period ending on the last day of his employment with the Company for a period calendar month immediately preceding the date of three (3) months following his last day of employment with termination multiplied by the Company, and (c) the Company shall reimburse the Executive for any expenses for which the Executive is entitled to reimbursement under Section 7 of this Agreement, and the Company shall have no further obligation to the ExecutiveApplicable Percentage.

Payments Upon Termination. In the event that the Company shall terminate this Agreement Executive delivers a Notice of Termination to Corporation and the Executive's employment with the Company under Bank (as defined in Section 8(a), (b) or (c) above or the Executive terminates his employment with the Company for any reason prior to the Expiration Date, then (a) the Company shall pay to the Executive (or his heirs and/or personal representatives) (1) the Base Salary earned through the date of termination, payable when and as the same would have been payable but for such termination, and (b) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (c) the Company shall reimburse the Executive for any expenses for which the Executive is entitled to reimbursement under Section 7 5 of this Agreement, and the Company shall have no further obligation to the Executive. In the event that the Company shall terminate this Agreement and the Executive's employment with the Company under Section 8(d) above (for a reason other than those covered by Sections 8(a), Executive shall be entitled to receive the compensation and benefits set forth below: If, at the time of termination of Executive’s employment, a “Change in Control” (bas defined in Section 3 of this Agreement) or (c) above)has also occurred, then (a) the Company Corporation and Bank shall pay to the Executive (1) the Base Salary earned through the date of termination, payable when and as the same would have been payable but for such termination, (2) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (3) an amount equal to Twenty Five Percent (25%) of his then current annual Base Salary in a lump sum payment amount within thirty (30) days following of Executive’s termination, which shall be paid in the last day of aggregate amount equal to and no greater than 1.0 times the Executive's employment with the Company’s Annual Base Salary, (b) the Company shall continue to provide the Executive with those medicalminus applicable taxes and withholdings. In addition, life and disability insurance benefits, if any, which are provided to the Executive on the last day of his employment with the Company for a period of three one (31) months following year from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Executive during the two (2) years prior to his last day termination of employment with employment, or, if Corporation and Bank cannot provide such benefits because Executive is no longer an employee, a dollar amount equal to the Companycost to Executive of obtaining such benefits (or substantially similar benefits) not to exceed 125% of the cost to the Corporation of obtaining such benefits (or similar benefits). However, and (c) in the Company shall reimburse event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive for in connection with his termination of employment, would result in the imposition of an excise tax under Internal Revenue Code of 1986, as amended (the “Code”), Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such excise tax imposition. Upon written notice to Executive, together with calculations of Corporation’s independent auditors, Executive shall remit to Corporation the amount of the reduction, plus such interest, as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any expenses for which other provision of this contract to the contrary, if any portion of the amount herein payable to the Executive is entitled determined to reimbursement be non-deductible pursuant to the regulations promulgated under Section 7 280G of this Agreementthe Code, and the Company Corporation shall have be required only to pay to Executive the amount determined to be deductible under Section 280G. Notwithstanding the foregoing, in the event that Executive is determined to be a specified employee, as defined in Section 409A of the Code, no further obligation payment that is determined to be deferred compensation subject to Section 409A of the ExecutiveCode shall be made until one day following six months from the date of separation of service, as defined in Section 409A of the Code.

Payments Upon Termination. In the event that the Company shall terminate If this Agreement and is terminated for any reason set forth in this Section 7, then Employee shall be entitled to receive (a) her base salary through the Executive's employment with date of the Company under Section 8(a)termination, (b) any accrued and unused vacation or (c) above or the Executive terminates his employment with the Company for any reason prior to the Expiration Date, then (a) the Company shall pay to the Executive (or his heirs and/or personal representatives) (1) the Base Salary earned paid time off time through the date of termination, payable when and as the same would have been payable but for such termination, and (b) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (c) reimbursement of any business expenses incurred in the Company shall reimburse the Executive for any expenses for which the Executive is entitled to reimbursement under Section 7 ordinary course of this Agreement, and the Company shall have no further obligation to the Executive. In the event that the Company shall terminate this Agreement and the Executive's employment with the Company under Section 8(d) above (for a reason other than those covered by Sections 8(a), (b) or (c) above), then (a) the Company shall pay to the Executive (1) the Base Salary earned business through the date of termination that have not yet been reimbursed pursuant to Section 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, payable 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 (f) and provided that Employee shall have executed and delivered to the Company a full release of claims in a form prepared by and acceptable to the Company and any period for rescission of such release shall have expired without Employee having rescinding such release, then Employee 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 and as the same such amount would have been payable but for such termination, pursuant to Section 4.02 if her employment had not terminated; (2b) any Bonus payable under this Agreement on account incentive compensation for the calendar year in which Employee’s employment is terminated for the period from the beginning of any prior such calendar year, payable when and as year to the same would have been payable but for 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, termination of employee’s employment; and (3c) an amount equal to Twenty Five Percent (25%) of his then current annual the Base Salary for one (1) year, payment of which shall be made over one (1) year period at the same times and in a lump sum payment within thirty (30) days following the last day of the Executive's employment with the Company, (b) the Company shall continue same manner as base annual salary had been paid to provide the Executive with those medical, life and disability insurance benefits, if any, which are provided Employee prior to the Executive on the last day termination of his her employment with the Company for a period of three (3) months following his last day of employment with the Company, and (c) the Company shall reimburse the Executive for any expenses for which the Executive is entitled to reimbursement under Section 7 of this Agreement, and the Company shall have no further obligation to the Executivehereunder.

Payments Upon Termination. In the event that the Company shall terminate this Agreement and the Executive's employment with the Company under Section 8(a), (b) or (c) above or the Executive terminates his Upon termination of your employment with the Company for any reason prior to the Expiration Datereason, then (a) the Company shall pay to the Executive you on its next regular payroll date (or his heirs and/or personal representatives) (1) the sooner if required under applicable law), all Base Salary earned by you through your last day of employment, and any earned and payable (but as of yet unpaid) Annual Bonus for the date previous fiscal year. Severance. Salary and Bonus If (i) the Company terminates your employment without Cause or (ii) you resign for Good Reason, then, upon your Termination of terminationEmployment, payable when the Company will (in lieu of any other severance benefits under any of the Company employee benefit plans, programs or policies and except as required by law) (a) continue to pay your base salary at the same would have been payable but time of such termination for such termination, a period of eighteen (18) months (i.e. 1.5x your then current base salary) in equal installments over eighteen (18) months in accordance with the Company’s normal payroll practices; and (b) any Bonus payable under this Agreement pay you in one lump sum 1.5x your then current target annual bonus on account the Release Effective Date (defined below). Unvested Equity Awards If you resign for Good Reason and such resignation is not within 12 months after a Change of any prior calendar yearControl (as defined in the LTI Plan), payable when and as then, (a) upon your Termination of Employment, for each LTI award that has unvested time-based equity you shall vest with respect to the same next tranche that would have vested had you still been payable but for such termination, employed and (c) the Company shall reimburse the Executive for any expenses for which the Executive is entitled to reimbursement under Section 7 of this Agreement, and the Company shall have no further obligation to the Executive. In the event that the Company all other unvested time-based equity shall terminate this Agreement and the Executive's employment with the Company under Section 8(d) above (for a reason other than those covered by Sections 8(a), (b) for each LTI award that has unvested performance-based equity, you shall continue to be eligible to vest with respect to a pro rata portion (to be determined using a fraction, the numerator of which is the number of days you were employed during the measurement period of the applicable LTI award and the denominator of which is the total number of days during the measurement period of the applicable LTI award) of such equity on the applicable measurement date and the remainder of the unvested performance-based equity shall terminate upon your Termination of Employment. If on the applicable measurement date there is no vesting based on the performance metrics, then such unvested equity shall terminate on such measurement date. If the performance metrics are satisfied such that there is vesting, you shall vest on such measurement date with respect to such pro rata portion. If you are terminated without Cause and such termination is not within 12 months after a Change of Control, then all unvested equity shall terminate as of your Termination of Employment. If within 12 months after a Change of Control, you resign for Good Reason or are terminated without Cause, then, upon your Termination of Employment all of your unvested equity (whether time- based or performance based) shall accelerate and immediately vest. General All severance payments shall be subject to such withholding and other taxes as may be required by applicable law. The Company will have no obligation to make any severance payments or accelerate any vesting hereunder if (i) you violate any of the provisions hereof, including the restrictive covenants contained herein, or (cii) above)you do not execute and deliver (without revoking) to the Company a general release in form and substance satisfactory to the Company (and consistent with Company’s then generally used form of employment termination release for executives/senior management) of any and all claims you may have against the Company, then Driven Brands Holdings Inc. and its affiliates (athe “Release”) within the thirty (30) day period (or, if part of a group employment termination, forty-five (45) day period) following the later of (x) your Termination of Employment or (y) the date the Company shall pay delivers the Release to you. You waive your rights, if any, to have the Executive (1) severance payments provided for hereunder taken into account in computing any other benefits payable to, or on behalf of, you by the Base Salary earned through Company. The severance payments described herein will commence within 15 days following the date of termination, payable when and as Release Effective Date provided you execute the same would have been payable but for such termination, (2) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (3) an amount equal to Twenty Five Percent (25%) of his then current annual Base Salary in a lump sum payment Release within thirty (30) days following your Termination of Employment (forty-five (45) days if your Termination of Employment was part of a group employment termination) and the last day Release becomes effective and irrevocable (such date the “Release Effective Date”); provided that, to the extent that the Company determines that such amount may be considered to be "nonqualified deferred compensation" subject to Section 409A of the Executive's employment with Internal Revenue Code of 1986, as amended (the Company, (b) the Company shall continue to provide the Executive with those medical, life and disability insurance benefits, if any, which are provided to the Executive on the last day of his employment with the Company for a period of three (3) months following his last day of employment with the Company, and (c) the Company shall reimburse the Executive for any expenses for which the Executive is entitled to reimbursement under Section 7 of this Agreement“Code”), and the Company shall have no further obligation to regulations and pronouncements thereunder, the Executive.first payment of such

Payments Upon Termination. In the event that the Company shall terminate If this Agreement and is terminated for any reason set forth in this Section 7, then Employee shall be entitled to receive (a) his base salary through the Executive's employment with date of the Company under Section 8(a)termination, (b) any accrued and unused vacation or (c) above or the Executive terminates his employment with the Company for any reason prior to the Expiration Date, then (a) the Company shall pay to the Executive (or his heirs and/or personal representatives) (1) the Base Salary earned paid time off time through the date of termination, payable when and as the same would have been payable but for such termination, and (b) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (c) reimbursement of any business expenses incurred in the Company shall reimburse the Executive for any expenses for which the Executive is entitled to reimbursement under Section 7 ordinary course of this Agreement, and the Company shall have no further obligation to the Executive. In the event that the Company shall terminate this Agreement and the Executive's employment with the Company under Section 8(d) above (for a reason other than those covered by Sections 8(a), (b) or (c) above), then (a) the Company shall pay to the Executive (1) the Base Salary earned business through the date of termination that have not yet been reimbursed pursuant to Section 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, payable 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 (f) and provided that Employee shall have executed and delivered to the Company a full release of claims in a form prepared by and acceptable to the Company and any period for rescission of such release shall have expired without Employee having rescinding such release, then Employee 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 and as the same such amount would have been payable but for such termination, pursuant to Section 4.02 if his employment had not terminated; (2b) any Bonus payable under this Agreement on account incentive compensation for the calendar year in which Employee’s employment is terminated for the period from the beginning of any prior such calendar year, payable when and as year to the same would have been payable but for 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, termination of employee’s employment; and (3c) an amount equal to Twenty Five Percent (25%) of his then current annual the Base Salary for one (1) year, less the amount of any accrued and unpaid vacation, payment of which shall be made over one (1) year period at the same times and in a lump sum payment within thirty (30) days following the last day of the Executive's employment with the Company, (b) the Company shall continue same manner as base annual salary had been paid to provide the Executive with those medical, life and disability insurance benefits, if any, which are provided Employee prior to the Executive on the last day termination of his employment with the Company for a period of three (3) months following his last day of employment with the Company, and (c) the Company shall reimburse the Executive for any expenses for which the Executive is entitled to reimbursement under Section 7 of this Agreement, and the Company shall have no further obligation to the Executivehereunder.

Payments Upon Termination. In the event that the Company shall terminate If this Agreement and is terminated for any reason set forth in this Section 7, then Employee shall be entitled to receive (a) his Base Salary through the Executive's employment with date of the Company under Section 8(a)termination, (b) any accrued and unused vacation or (c) above or the Executive terminates his employment with the Company for any reason prior to the Expiration Date, then (a) the Company shall pay to the Executive (or his heirs and/or personal representatives) (1) the Base Salary earned paid time off time through the date of termination, payable when and as the same would have been payable but for such termination, and (b) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (c) 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 4.04. 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 shall reimburse for the Executive for any expenses for which twelve month period ending on the Executive is entitled to reimbursement under Section 7 last day of this Agreementthe calendar month immediately preceding the date of termination times the Applicable Percentage, and the Company shall have no further obligation to the Executive. In the event that the Company shall terminate this Agreement and the Executive's employment with the Company under Section 8(d) above (for multiplied by a reason other than those covered by Sections 8(a)fraction, (b) or (c) above), then (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 pay 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 (f) and provided that Employee shall have executed and delivered to the Executive Company a full release of claims in a form prepared by and acceptable to the Company in accordance with Section 8.06 (1a “Release”) and any period for rescission of such Release shall have expired without Employee having rescinded such Release, then Employee shall 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 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 earned through for one year and (b) Incentive Compensation for one year, 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, payable when and as multiplied by the same would have been payable but for such termination, (2) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (3) an amount equal to Twenty Five Percent (25%) of his then current annual Base Salary in a lump sum payment within thirty (30) days following the last day of the Executive's employment with the Company, (b) the Company shall continue to provide the Executive with those medical, life and disability insurance benefits, if any, which are provided to the Executive on the last day of his employment with the Company for a period of three (3) months following his last day of employment with the Company, and (c) the Company shall reimburse the Executive for any expenses for which the Executive is entitled to reimbursement under Section 7 of this Agreement, and the Company shall have no further obligation to the ExecutiveApplicable Percentage.

Payments Upon Termination. In the event that the Company shall terminate this Agreement and the Executive's employment with the Company under Section 8(a), (b) or (c) above or the Executive terminates his employment with the Company for any reason prior to the Expiration Date, then (a) the Company shall pay to the Executive (or his heirs and/or personal representatives) ), (1) the Base Salary earned through the date of termination, payable when and as the same would have been payable but for such termination, and (b2) any Bonus payable under this Agreement on account of any prior calendar yearquarter, payable when and as the same would have been payable but for such termination, and (cb) the Company shall reimburse the Executive for any expenses for which the Executive is entitled to reimbursement under Section 7 of this Agreement, and the Company shall have no further obligation to the Executive. In the event that the Company shall terminate this Agreement and the Executive's employment with the Company under Section 8(d) above (for a reason other than those covered by Sections 8(a), (b) or (c) above), then the Company shall (a) the Company shall pay to the Executive (1) the Base Salary earned through the date of termination, payable when and as the same would have been payable but for such termination, (2) any Bonus payable under this Agreement on account of any prior calendar yearquarter, payable when and as the same would have been payable but for such termination, and (3) an amount equal to Twenty Five Percent (25%) of his then current annual Base Salary in a lump sum payment within thirty (30) days following the last day of the Executive's employment with the Company, (b) the Company shall continue to provide the Executive with those medical, life and disability insurance benefits, if any, which are provided to the Executive on the last day of his employment with the Company for a period of three (3) months following his last day of employment with the Company, and (c) the Company shall reimburse the Executive for any expenses for which the Executive is entitled to reimbursement under Section 7 of this Agreement, and the Company shall have no further obligation to the Executive.

Payments Upon Termination. In the event that the Company shall terminate If Executive terminates his employment under this Agreement and for any reason or if the Bank terminates Executive's employment with under this Agreement for any reason, then, upon any such termination of Executive's employment, Executive shall receive from Flagstar: (a) any unpaid Base Salary and Share Salary for any period ending on or before the Company under Section 8(a)date of termination of employment, including the Notice Period, (b) a pro rata portion of the Bonus Shares for any period ending on or before the date of termination of employment, including the Notice Period, (c) above or the Executive terminates his employment with the Company any unreimbursed business, relocation and legal expenses subject to reimbursement under Section 1.05, (d) vacation pay for any reason prior to the Expiration Date, then (a) the Company shall pay to the Executive (or his heirs and/or personal representatives) (1) the Base Salary earned accrued but unused vacation days through the date of termination, payable when and as the same would have been payable but for such termination, and (be) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (c) the Company shall reimburse the benefits to which Executive for any expenses for which the Executive is may be entitled to reimbursement under Section 7 of this Agreement, and the Company shall have no further obligation pursuant to the Executive. In the event that the Company shall terminate terms and conditions of this Agreement and the Executive's employment with the Company under Section 8(d) above (for a reason other than those covered by Sections 8(a)any applicable Flagstar employee benefit plan, (b) or (c) above), then (a) the Company shall pay to the Executive (1) the Base Salary earned as accrued through the date of termination, which shall be paid on the first payroll date following Executive's termination of employment (or, for purposes of benefits under an employee benefit plan of the Company or the Bank, provided pursuant to the terms of the applicable employee benefit plan). In addition: (x) amounts payable when under the Executive's LTIP shall be paid in accordance with its terms, (y) all unvested Bonus Shares shall immediately vest and (z) subject to the Executive's (i) timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) with respect to Flagstar's group health insurance plans in which Executive participated immediately prior to the date of termination (“COBRA Continuation Coverage”), and (ii) continued payment of premiums for such plans at the active employee rate (excluding, for purposes of calculating cost, an employee's ability to pay premiums with pre-tax dollars), Flagstar shall provide COBRA Continuation Coverage for the Executive and his eligible dependents until the earliest of (i) the Executive or his eligible dependents, as the same would have been payable but for such terminationcase may be, ceasing to be eligible under COBRA, (2ii) any Bonus payable eighteen (18) months following the Date of Termination, and (iii) the Executive becoming eligible for coverage under the health insurance plan of a subsequent employer (the benefits provided under this sub-section (z), the “Medical Continuation Benefits”). The Executive acknowledges and agrees that he shall be responsible in full for all taxes (including, to the extent applicable, interest and penalties) attributable to amounts includable in the Executive's income by reason Section 105(h) of the Internal Revenue Code of 1986, as amended, arising out of or associated with the Medical Continuation Benefits. The Bank shall continue to pay to Executive his compensation and other benefits under this Agreement on account through the date of any prior calendar year, payable when and as the same would have been payable but for such termination, and (3) an amount equal to Twenty Five Percent (25%) termination of his then current annual Base Salary in a lump sum payment within thirty (30) days following the last day of the Executive's employment with the Company, (b) the Company shall continue to provide the Executive with those medical, life and disability insurance benefits, if any, which are provided to the Executive on the last day of his employment with the Company for a period of three (3) months following his last day of employment with the Company, and (c) the Company shall reimburse the Executive for any expenses for which the Executive is entitled to reimbursement under Section 7 of this Agreement, and the Company shall have no further obligation to the Executiveemployment.

Payments Upon Termination. In the event that the Company shall terminate If this Agreement and is terminated for any reason set forth in this Section 7, then Employee shall be entitled to receive (a) his base salary through the Executive's employment with date of the Company under Section 8(a)termination, (b) any accrued and unused vacation or (c) above or the Executive terminates his employment with the Company for any reason prior to the Expiration Date, then (a) the Company shall pay to the Executive (or his heirs and/or personal representatives) (1) the Base Salary earned paid time off time through the date of termination, payable when and as the same would have been payable but for such termination, and (b) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (c) reimbursement of any business expenses incurred in the Company shall reimburse the Executive for any expenses for which the Executive is entitled to reimbursement under Section 7 ordinary course of this Agreement, and the Company shall have no further obligation to the Executive. In the event that the Company shall terminate this Agreement and the Executive's employment with the Company under Section 8(d) above (for a reason other than those covered by Sections 8(a), (b) or (c) above), then (a) the Company shall pay to the Executive (1) the Base Salary earned business through the date of terminationtermination that have not yet been reimbursed pursuant to Section 4.04. If Employee’s employment is terminated pursuant to Section 7.01(a) then Employee, payable when or Employee’s heirs and assigns, as the same would have been payable but for such terminationcase may be, shall be entitled to receive (2a) any Bonus payable under this Agreement on account of any prior Incentive Compensation pursuant to Section 4.02 for the preceding calendar year, payable year to the extent not yet paid when and as the same would have been payable but for such termination, due and (3b) an amount Incentive Compensation for the calendar year in which Employee’s employment is terminated which for purposes hereof shall be equal to Twenty Five Percent (25%) the combined EBITDA of his then current annual Base Salary in a lump sum payment within thirty (30) days following the Company and Good Xxx for the twelve month period ending on the last day of the Executive's 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 with was so terminated. If Employee’s employment is terminated pursuant to Section 7.01(e) or (f) and provided that Employee shall have executed and delivered to the CompanyCompany a full release of claims in a form prepared by and acceptable to the Company and any period for rescission of such release shall have expired without Employee having rescinding such release, then Employee 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 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 the combined EBITDA of the Company shall continue to provide and Good Xxx for the Executive with those medical, life and disability insurance benefits, if any, which are provided to the Executive twelve month period ending on the last day of his employment with 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 a period 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 three (3) months following his last day of employment with the Company, employee’s employment; and (c) the Company Severance Amount (as defined below), which Severance Amount shall reimburse be paid over a one (1) year period at the Executive for any expenses for which same times and in the Executive is entitled same manner as base annual salary had been paid to reimbursement under Section 7 of this Agreement, and the Company shall have no further obligation Employee prior to the Executive.termination of his employment hereunder.. As used herein, the “Severance

Payments Upon Termination. In the event that the Company shall terminate this Agreement and the Executive's Employee’s employment with the Company under Section 8(a9(a), (b) or (c) above or the Executive Employee terminates his employment with the Company for any reason prior to the Expiration Date, then (a) the Company shall pay to the Executive Employee (or his heirs and/or personal representatives) (1) the Base Salary earned through the date of termination, payable when termination and as the same would have been payable but for such termination, and (b) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (c) the Company shall reimburse the Executive Employee for any expenses for which the Executive Employee is entitled to reimbursement under Section 7 8 of this Agreement, and the Company shall have no further obligation to the ExecutiveEmployee. In the event that the Company shall terminate this Agreement and the Executive's Employee’s employment with the Company under Section 8(d9(d) above (for a reason other than those covered by Sections 8(a9(a), (b) or (c) above), then (a) the Company shall (i) pay to the Executive (1) Employee the Base Salary earned through the date of termination, payable when and as the same would have been payable but for such termination, (2ii) any Bonus pay to the Employee the Bonus, if any, that is payable under this Agreement to the Employee pursuant to Section 4(b) above on account of any prior calendar yearyear preceding the year in which such termination occurs, payable when and as the same would have been payable hereunder but for such termination, (iii) reimburse the Employee for any expenses for which the Employee is entitled to reimbursement under Section 8 of this Agreement, when and as the same would have been reimbursed but for such termination, (3iv) an amount equal continue to Twenty Five Percent (25%) of his then current annual pay to the Employee the Base Salary (as in a lump sum payment within thirty (30) days following effect on the last day of the Executive's his employment with the Company) for a period of twelve (12) months following the date of termination, or if the Company exercises its Noncompete Extension (bas defined below) the Company shall will continue to pay to the Employee the Base Salary (as in effect on the last day of his employment with the Company) for a period of eighteen (18) months, and (v) continue to provide the Executive Employee with those medical, life and disability insurance benefits, if any, which are provided to the Executive Employee on the last day of his employment with the Company for a period of three twelve (312) months following his last day of employment with the Company, and (c) the Company shall reimburse the Executive for any expenses for which the Executive is entitled to reimbursement under Section 7 of this Agreement, and the Company shall have no further obligation to the ExecutiveEmployee. In the event of termination, the Employee shall make reasonable efforts to mitigate damages by seeking other employment; provided, however, that he shall not be required to accept a position of substantially different character than the highest position held by him with the Company or a position that would cause him to violate the provisions of Section 12 hereunder, nor shall he be required to accept a position in a location which is unreasonable, given the personal circumstances of the Employee. To the extent that the Employee shall receive compensation, benefits and service credit for benefits from such other employment during such twelve (12) month period following the date of termination, the payment to be made and the benefits to be provided by the Company under the provisions of this Subsection 9(g) shall be correspondingly reduced.

Payments Upon Termination. In the event that If Executive’s employment by the Company shall terminate this Agreement and the Executive's employment with the Company under Section 8(a), (b) or (c) above or the Executive terminates his employment with the Company is terminated for any reason prior to the Expiration Datereason, then (ai) this Agreement shall be deemed to be terminated as of the Company date Executive ceases to be employed by the Company, ii) Executive shall pay be entitled to the Executive (or his heirs and/or personal representatives) (1) the continue to receive her Base Salary earned through the date of termination, payable when subject to withholding and as the same would have been payable but for such terminationany other appropriate deductions, and (bii) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (c) the Company shall reimburse if the Executive for any expenses for which the Executive is entitled to reimbursement has been terminated under Section 7 of this Agreement, and the Company shall have no further obligation to the Executive. In the event that the Company shall terminate this Agreement and the Executive's employment with the Company under Section 8(dsection 4(d) above (for a reason other than those covered by Sections 8(aGood Reason), (b) Executive shall be entitled to receive any Incentive Bonus that has been declared or (c) aboveawarded to Executive for a prior fiscal year but has not yet been paid by the Company, subject to withholding and other appropriate deductions. If Executive’s employment by the Company is terminated by Executive with Good Reason under section 4(d), above, in addition to the provisions of the preceding sentence, (iv) Executive shall be entitled to continue to receive her then Base Salary or $352,229, whichever is greater, for the Severance Period (aas defined below) following the effective date of such termination (which shall be paid in arrears in accordance with the Company’s general payroll practices and subject to all applicable statutory deductions and authorized withholdings, and (v) the Company shall will continue to pay the employer’s share of healthcare premiums under any health insurance plan in which Executive is participating immediately prior to the Executive Termination Date for the Severance Period (1the benefits described in subparagraphs 4(f)(i)-(v) referred to herein as the Base Salary earned through “Accrued Benefits”). As a condition to receiving such payments relating to periods following the date of termination, payable when and as the same would have been payable but for such termination, (2) any Bonus payable under this Agreement on account of any prior calendar yearExecutive must sign, payable when and as the same would have been payable but for such terminationdeliver, and (3) an amount equal to Twenty Five Percent (25%) of his then current annual Base Salary not revoke a release in a lump sum payment the form attached hereto as Exhibit B within thirty (30) days following the last day of the Executive's employment with date of termination of employment, such that it has become effective and enforceable as a condition to any payment pursuant to this section 4(e). “Severance Period” shall mean twelve (12) months from the CompanyTermination Date. Except as expressly provided in this section 4(e), as of the Termination Date, (bi) all of Executive’s rights to Base Salary, bonuses (including the Incentive Bonus) and benefits hereunder (if any) shall cease and (ii) no other severance compensation or benefits shall be payable by the Company shall continue to provide the Executive with those medical, life and disability insurance benefits, if any, which are provided to the Executive on the last day or any of his employment with the Company for a period of three (3) months following his last day of employment with the Company, and (c) the Company shall reimburse the Executive for any expenses for which the Executive is entitled to reimbursement under Section 7 of this Agreement, and the Company shall have no further obligation to the Executiveits Affiliates.

Payments Upon Termination. In the event that the Company shall terminate If this Agreement and is terminated for any reason set forth in Section 7, then Employee shall be entitled to receive (a) his Base Salary through the Executive's employment with date of the Company under Section 8(a)termination, (b) or (c) above or reimbursement of any business expenses incurred in the Executive terminates his employment with the Company for any reason prior to the Expiration Date, then (a) the Company shall pay to the Executive (or his heirs and/or personal representatives) (1) the Base Salary earned ordinary course of business through the date of terminationtermination that have not yet been reimbursed pursuant to Section 4.04. If Employee’s employment is terminated pursuant to Section 7.01(a) then Employee, payable when or Employee’s heirs and assigns, as the same 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 have been be payable but 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 terminationcurrent 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 payable under this Agreement on account of any prior pursuant to Section 4.03 for the preceding calendar year, payable year to the extent not yet paid when and as the same such amount would have been payable but 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 (f) and provided that Employee shall have executed and delivered to the Company the Company’s standard form of release of claims and any period for rescission of such release shall have expired without Employee having rescinding such release, in addition to the foregoing, Employee 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 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 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 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) 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, multiplied by the Applicable Percentage, and (c) the Company Annual Bonus, which for purposes hereof shall reimburse the Executive for any expenses for which the Executive is entitled to reimbursement under Section 7 of this Agreement, and the Company shall have no further obligation be equal to the Executive. In Employee’s target annual bonus for the event that the Company shall terminate this Agreement and the Executive's employment with the Company under Section 8(d) above (for a reason other than those covered by Sections 8(a), (b) or (c) above), then (a) the Company shall pay to the Executive (1) the Base Salary earned through the date of termination, payable when and as the same would have been payable but for such termination, (2) any Bonus payable under this Agreement on account of any prior calendar current year, payable when and as the same would have been payable but for such termination, and (3) an amount equal to Twenty Five Percent (25%) of his then current annual Base Salary in a lump sum payment within thirty (30) days following the last day of the Executive's employment with the Company, (b) the Company shall continue to provide the Executive with those medical, life and disability insurance benefits, if any, which are provided to the Executive on the last day of his employment with the Company for a period of three (3) months following his last day of employment with the Company, and (c) the Company shall reimburse the Executive for any expenses for which the Executive is entitled to reimbursement under Section 7 of this Agreement, and the Company shall have no further obligation to the Executive.

Payments Upon Termination. In the event that the Company shall terminate Upon termination of this Agreement and Executive’s employment hereunder due to Executive’s death or disability pursuant to Section 11(a)(i) hereof, (i) the Executive (or the Executive's employment with ’s estate or beneficiaries in the Company case of the death of the Executive) shall be entitled to receive any Base Salary and other benefits (including any bonus for a calendar year completed before termination) earned and accrued under Section 8(a), this Agreement prior to the date of termination (band reimbursement under this Agreement for expenses incurred prior to the date of termination) or and (cii) above the Executive (or the Executive terminates his Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no further rights to any other compensation or benefits hereunder, or any other rights hereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company’s plans and arrangements in accordance with their terms). Upon termination of this Agreement and Executive’s employment with hereunder (i) by the Company for any reason prior Cause pursuant to the Expiration DateSection 11(a)(ii) hereof or by Executive other than for Good Reason pursuant to Section 11(a)(v) hereof, then (ai) the Company shall pay to the Executive (or his heirs and/or personal representatives) (1) the an amount equal to Executive’s then Base Salary and other benefits (including any bonus for a calendar year completed before termination) earned through and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination, payable when and as the same would have been payable but for such termination, ) and (bii) the Executive shall have no further rights to any Bonus payable other compensation or benefits under this Agreement on account or after the termination of any prior calendar yearemployment. Employment Agreement Xxxxxx Xxxxxxxx March 14, payable when and as the same would have been payable but for such termination, and (c) the Company shall reimburse the Executive for any expenses for which the Executive is entitled to reimbursement under Section 7 2013 Upon termination of this Agreement, and the Company shall have no further obligation to the Executive. In the event that the Company shall terminate this Agreement and the Executive's ’s employment with hereunder (i) by the Company under without Cause pursuant to Section 8(d11(a)(iii) above (for a reason other than those covered by Sections 8(a)hereof, (bii) by Executive for Good Reason pursuant to Section 11(a)(iv) hereof or (ciii) above)by Executive following a Change in Control of the Company pursuant to Section 11(a)(vi) hereof, then (ax) the Company shall pay to the Executive (1) the Base Salary earned through the date of termination, payable when and as the same would have been payable but for such termination, (2) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (3I) an amount equal to Twenty Five Percent Executive’s then Base Salary and other benefits (25%including any bonus for a calendar year completed before termination) earned and accrued under this Agreement prior to the date of his then current annual termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); and (II) an amount equal to three (3) times the Base Salary in a lump sum payment within thirty effect immediately prior to the date of termination; and (30y) days following the last day Executive shall have no further rights to any other compensation or benefits under this Agreement on or after the termination of employment. Nothing contained in this Section 12 shall affect the terms of any employee stock options, stock grants, or other equity-based compensation that may have been issued by the Parent or Company to Executive's , which in the event of termination of Executive’s employment with the Company, (b) the Company shall continue to provide be governed by their own terms and conditions. Unless the Executive with those medicalpayment is required to be delayed pursuant to Code Section 409A (as defined below), life and disability insurance benefits, if any, which are provided the cash amounts payable to the Executive on (or the last day Executive’s estate or beneficiaries in the case of his employment with the Company for a period death of three (3the Executive) months following his last day of employment with the Company, and (c) the Company under this Section 12 shall reimburse be paid to the Executive for any expenses for which (or the Executive is entitled to reimbursement under Section 7 Executive’s estate or beneficiaries in the case of the death of the Executive) in a single-sum payment within sixty (60) days following the effective date of termination of this Agreement, Agreement and the Company shall have no further obligation to the Executive.’s employment hereunder

Payments Upon Termination. In the event that the Company shall terminate If this Agreement and is terminated for any reason set forth in this Section 7, then Employee shall be entitled to receive (a) his base salary through the Executive's employment with date of the Company under Section 8(a)termination, (b) any accrued and unused vacation or (c) above or the Executive terminates his employment with the Company for any reason prior to the Expiration Date, then (a) the Company shall pay to the Executive (or his heirs and/or personal representatives) (1) the Base Salary earned paid time off time through the date of termination, payable when and as the same would have been payable but for such termination, and (b) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (c) reimbursement of any business expenses incurred in the Company shall reimburse the Executive for any expenses for which the Executive is entitled to reimbursement under Section 7 ordinary course of this Agreement, and the Company shall have no further obligation to the Executive. In the event that the Company shall terminate this Agreement and the Executive's employment with the Company under Section 8(d) above (for a reason other than those covered by Sections 8(a), (b) or (c) above), then (a) the Company shall pay to the Executive (1) the Base Salary earned business through the date of termination that have not yet been reimbursed pursuant to Section 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, payable 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 (f) and provided that Employee shall have executed and delivered to the Company a full release of claims in a form prepared by and acceptable to the Company and any period for rescission of such release shall have expired without Employee having rescinding such release, then Employee 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 and as the same such amount would have been payable but for such termination, pursuant to Section 4.02 if his employment had not terminated; (2b) any Bonus payable under this Agreement on account incentive compensation for the calendar year in which Employee’s employment is terminated for the period from the beginning of any prior such calendar year, payable when and as year to the same would have been payable but for 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, termination of employee’s employment; and (3c) an amount equal to Twenty Five Percent the Guaranteed Minimum for eighteen (25%18) months, payment of his then current which shall be made over an eighteen (18) month period at the same times and in the same manner as base annual Base Salary in a lump sum payment within thirty (30) days following the last day of the Executive's employment with the Company, (b) the Company shall continue salary had been paid to provide the Executive with those medical, life and disability insurance benefits, if any, which are provided Employee prior to the Executive on the last day termination of his employment with the Company for a period of three (3) months following his last day of employment with the Company, and (c) the Company shall reimburse the Executive for any expenses for which the Executive is entitled to reimbursement under Section 7 of this Agreement, and the Company shall have no further obligation to the Executivehereunder.

Payments Upon Termination. In the event that the Company shall terminate If this Agreement and the Executive's employment with the Company under Section 8(a), (b) or (c) above or the Executive terminates his employment with the Company is terminated for any reason prior to the Expiration Dateset forth in Section 7, then Employee shall be entitled to receive (a) the Company shall pay to the Executive (or his heirs and/or personal representatives) (1) the her Base Salary earned for the applicable calendar year through the date of termination, payable when and as the same would have been payable but for such termination, and (b) any Bonus payable under this Agreement on account reimbursement of any prior calendar yearbusiness expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.04. If Employee’s employment is terminated pursuant to Section 7.01(a) then Employee, payable when or Employee’s heirs and assigns, as the same 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 but for such termination, and (c) the Company shall reimburse the Executive for any expenses for which the Executive is entitled pursuant to reimbursement under Section 7 of this Agreement, and the Company shall have no further obligation to the Executive. In the event that the Company shall terminate this Agreement and the Executive's 4.02 if her employment with the Company under Section 8(d) above (for a reason other than those covered by Sections 8(a), 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 (cf) above)and provided that Employee shall have executed and delivered to the Company the Company’s standard form of release of claims and any period for rescission of such release shall have expired without Employee having rescinding such release, then in addition to the foregoing, Employee shall be entitled to receive: (a) any Annual Bonus pursuant to Section 4.02 for the Company shall pay preceding calendar year to the Executive (1) the Base Salary earned through the date of termination, payable extent not yet paid when and as the same such amount would have been payable but for such termination, (2) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (3) an amount equal pursuant to Twenty Five Percent (25%) of his then current annual Base Salary in a lump sum payment within thirty (30) days following the last day of the Executive's Section 4.02 if her employment with the Company, had not terminated; (b) the Company Annual Bonus for the calendar year in which Employee’s employment is terminated which for purposes hereof shall continue be equal to provide the Executive with those medicalEmployee’s target annual bonus for such year, life 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 disability insurance benefits, if any(ii) the denominator of which shall be three hundred sixty-five (365), which are provided to the Executive on the last day payment shall be made within 90 days following such termination of his employment with employee’s employment; (c) payment by the Company for COBRA benefits for a period of three eighteen (318) months following his last day of employment with the Company, termination for Employee and any dependents covered immediately prior to termination; and (cd) the Company Severance Amount (as defined below), which Severance Amount shall reimburse be paid over a twelve (12) month period at the Executive for any expenses for which same times and in the Executive is entitled same manner as base annual salary had been paid to reimbursement under Section 7 of this Agreement, and the Company shall have no further obligation Employee prior to the Executivetermination of her employment hereunder. As used herein, the “Severance Amount” shall be equal to the sum of (a) Base Salary for one year and (b) the Annual Bonus, which for purposes hereof shall be equal to the Employee’s target annual bonus for the current year.

Payments Upon Termination. In the event that of a termination of the Executive’s employment, all payments and Company benefits to the Executive hereunder, except the payment of Liquidated Damages (if any) provided below, shall immediately cease and terminate. In the event the Company shall terminate this Agreement and terminates the Executive's ’s employment with the Company under pursuant to Section 8(a)6(d) hereof, (b) or (c) above or the Executive terminates his employment with the Company for any reason prior to the Expiration Date, then (a) the Company shall pay the Executive an amount equal to the Executive (or his heirs and/or personal representativesLiquidated Damages defined in this Section 6(f) (1) the Base Salary earned through the date in lieu of termination, payable when and as the same would have been payable but actual damages for such termination. If the Executive’s employment terminates or is terminated for any reason other than as specified in the preceding sentence, the Executive shall not be entitled to any Liquidated Damages. Notwithstanding anything to the contrary herein contained, and (b) in addition to any Bonus payable other compensation which the Executive may be entitled to receive pursuant to this Agreement, the Executive shall receive all compensation and other benefits to which he/she was entitled under this Agreement on account or otherwise as an executive of any prior calendar year, payable when and as the same would have been payable but for such termination, and (c) the Company through the termination date. The “Liquidated Damages” amount, if due as provided above, shall reimburse be equal to the weekly amount stated Executive Term Sxxxx Enterprises Incorporated ___ Revised 02/05 Page Number 7 Initial Jxxxx X. Xxxxxx as Base Salary on Exhibit “A” for any expenses for which fifty two (52) weeks, or, if the Executive is entitled termination giving rise to reimbursement under Section 7 Liquidated Damages takes effect during the initial two years of this Agreement, and then the Company Liquidated Damages amount shall have no further obligation be equal to the Executive. In greater of (i) the event that weekly amount stated as Base Salary on Exhibit “A” for fifty two (52) weeks, or (ii) the Company shall terminate weekly amount stated as Base Salary on Exhibit “A” for the remainder of the initial two year period of this Agreement and following the Executive's employment with the Company under Section 8(d) above (for a reason other than those covered by Sections 8(a), (b) or (c) above), then (a) the Company shall pay to the Executive (1) the Base Salary earned through the effective date of termination, payable when and as the same would have been payable but for . The amount of Liquidated Damages shall be paid biweekly in equal installments over such termination, (2) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (3) an amount equal to Twenty Five Percent (25%) of his then current annual Base Salary in a lump sum payment within thirty (30) days following the last day of the Executive's employment with the Company, (b) the Company shall continue to provide the Executive with those medical, life and disability insurance benefits, if any, which are provided to the Executive on the last day of his employment with the Company for a period of three (3) months following his last day of employment with the Company, and (c) the Company shall reimburse the Executive for any expenses for which the Executive is entitled to reimbursement under Section 7 of this Agreement, and the Company shall have no further obligation to the Executiveperiod.

Payments Upon Termination. In If the event that Employee's employment is terminated by the Company for cause or by the Employee for any reason other than good reason, the Company shall terminate this Agreement pay the Employee the Base Salary (as hereinafter defined) and the Executive's all other benefits provided to Employee pursuant to his employment with the Company, including but not limited to the cost of Employee's medical insurance and any other insurance coverages paid for by the Company and his automobile allowance, through the effective date of termination at the rate in effect at the time a notice of termination is given. In addition, the Company shall pay to Employee any incentive bonuses approved and not yet paid, and any accrued and unused vacation pay. The Company shall have no further obligations to the Employee under Section 8(a)this Agreement, (b) or (c) above or subject to the Executive terminates his rights and benefits the Employee may have under employee benefits plans and programs of the Company in existence as of the effective date of such termination, if any, which shall be determined in accordance therewith. If the Employee's employment with is terminated by the Company for any reason prior to other than for cause or by the Expiration Date, then (a) Employee for "good reason," the Company shall continue to pay the Employee his then current Base Salary and all other benefits provided to the Executive (or Employee pursuant to his heirs and/or personal representatives) (1) the Base Salary earned through the date of termination, payable when and as the same would have been payable but for such termination, and (b) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (c) the Company shall reimburse the Executive for any expenses for which the Executive is entitled to reimbursement under Section 7 of this Agreement, and the Company shall have no further obligation to the Executive. In the event that the Company shall terminate this Agreement and the Executive's employment with the Company under Section 8(dCompany, including but not limited to the cost of Employee's medical insurance and any other insurance coverages paid for by the Company, and his automobile allowance, at the rate in effect at the time a notice of termination is given, for the remainder of the term of his then current contract but not to exceed a maximum of twelve (12) above months. These payments will be made monthly starting immediately upon termination (for a reason other than those covered by Sections 8(athe "Extended Period"). In addition, (b) or (c) above), then (a) the Company shall will pay to the Executive (1) the Base Salary earned through the date Employee in a lump sum due within 30 days of his termination, payable when and as the same would have been payable but for such termination, (2) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (3) an amount equal equivilant to Twenty Five Percent (25%) of his then current annual Base Salary in a lump sum payment within thirty (30) days following salary plus the last day total annual premiums for all medical and other insurance and his annual automobile allowance, any incentive bonuses approved and not yet paid, and any accrued and unused vacation pay, discounted at 75% payout. The additional 25% or remaining amount will be paid at the end of the Executive's employment with 12 months.. Employee and Company agree that all payments required to be made to Employee pursuant to this section (3.2) shall not be due and payable by the Company to the Employee unless and until the Employee signs a release ("Release") (in the same substantive form as the release attached hereto, marked as "Attachment 1") of all claims (excluding the right to receive any payments due pursuant to this section 3.2) against the Company, (b) its affiliates, subsidiaries, employees, directors or agents within 22 days of being provided a copy of the Company shall continue to provide the Executive with those medical, life and disability insurance benefits, if any, which are provided to the Executive on the last day of his employment with the Company for a period of three (3) months following his last day of employment with the Company, and (c) the Company shall reimburse the Executive for any expenses for which the Executive is entitled to reimbursement under Section 7 of this Agreement, and the Company shall have no further obligation to the Executiverelease.

Payments Upon Termination. In the event that the Company shall terminate this Agreement and (a) If the Executive's employment with hereunder terminates by reason of: (i) resignation by the Executive without Good Reason (as defined below) or abandonment by the Executive of his employment, (ii) Termination by the Company under Section 8(aFor Cause (as defined below), or (iii) the Executive's death or Disability (as defined below), then the Company shall pay to the Executive or his beneficiary or his estate, as the case may be, his Base Salary through the Termination Date. (b) If the Executive's employment hereunder terminates on or before the expiration of the Initial Employment Period (the "Initial Employment Period" hereunder being the period from January 1, 1997 through December 31, 1999) by reason of: (i) termination by the Company other than Termination by the Company For Cause, or (ii) resignation by the Executive for Good Reason, then the Company shall pay to the Executive in 24 equal monthly installments after the Termination Date an amount equal to the sum of (1) two multiplied by the Executive's Base Salary as of the Termination Date, plus (2) two multiplied by the average of the annual Bonus Awards paid to the Executive for the two fiscal years immediately preceding the Termination Date (or, if an annual Bonus Award has been paid to the Executive for only the fiscal year ending on February 28, 1998, then the amount of such award shall be used in lieu of calculating an average), plus (3) an amount equal to (A) the greater of (I) 65 percent of the Executive's Base Salary as of the Termination Date, or (II) the amount of the Executive's actual annual Bonus Award for the fiscal year immediately preceding the Termination Date, (B) multiplied by a fraction, (I) the numerator of which shall be the actual number of full weeks between the start of such fiscal year and the Termination Date, and (II) the denominator of which shall be 52. For purposes of calculating the average of such annual Bonus Awards under this Section 6(b) only, the amount included for the fiscal year ending on February 28, 1998 shall be the greater of 65 percent of the Executive's Base Salary at the end of such fiscal year or the actual annual Bonus Award paid to him for such fiscal year. (c) above or If the Executive's employment hereunder terminates after the expiration of the Initial Employment Period by reason of: (i) termination by the Company other than Termination by the Company For Cause, (ii) resignation by the Executive terminates for Good Reason, or (iii) expiration of the Employment Period, then the Company shall pay to the Executive in 18 equal monthly installments after the Termination Date an amount equal to the sum of (1) one and one-half multiplied by the Executive's Base Salary as of the Termination Date, plus (2) one and one-half multiplied by the average of the annual Bonus Awards paid to the Executive for the three fiscal years immediately preceding the Termination Date (or, if annual Bonus Awards have been paid to the Executive for only two fiscal years, then such average shall be calculated using the annual Bonus Awards for such two fiscal years), plus (3) an amount equal to (A) the greater of (I) 65 percent of the Executive's Base Salary as of the Termination Date, or (II) the amount of the Executive's actual annual Bonus Award for the fiscal year immediately preceding the Termination Date, (B) multiplied by a fraction, (I) the numerator of which shall be the actual number of full weeks between the start of such fiscal year and the Termination Date, and (II) the denominator of which shall be 52. (d) Notwithstanding the foregoing provisions of this Section 6, if the Executive's employment hereunder is terminated by the Company following a Change of Control (as defined below), or if the Executive elects to resign his employment with the Company for any reason prior to within 180 days after the Expiration Dateeffective date of a Change of Control, then (a) the Company shall pay to the Executive (or his heirs and/or personal representatives) in 36 equal monthly installments after the Termination Date an amount equal to the sum of (1) three multiplied by the Executive's Base Salary earned through as of the Termination Date, plus (2) three multiplied by the average of the annual Bonus Awards paid to the Executive for the three fiscal years immediately preceding the effective date of terminationthe Change of Control (or, payable when and as the same would if annual Bonus Awards have been payable but paid to the Executive for only two fiscal years, then such average shall be calculated using the annual Bonus Awards for such terminationtwo fiscal years, or if an annual Bonus Award has been paid to the Executive for only the fiscal year ending on February 28, 1998, then the amount of such award shall be used in lieu of calculating an average), plus (3) an amount equal to the greater of (A) 65 percent of the Executive's Base Salary as of the Termination Date, or (B) the amount of the Executive's actual annual Bonus Award for the fiscal year immediately preceding the Termination Date. For purposes of calculating the average of such annual Bonus Awards under this Section 6(d) only, the amount included for the fiscal year ending on February 28, 1998 shall be the greater of 65 percent of the Executive's Base Salary at the end of such fiscal year or the actual annual Bonus Award paid to him for such fiscal year. (e) "Termination by the Company For Cause" shall mean the Executive's employment termination for: (i) a persistent failure by the Executive to perform the duties and responsibilities of his employment hereunder, which failure is willful and deliberate on the Executive's part and is not remedied by him in a reasonable period of time after the Executive's receipt of written notice from the Company of such failure; (ii) an act or acts of dishonesty undertaken by the Executive and intended to result in substantial gain or personal enrichment of the Executive at the expense of the Company; (iii) unlawful conduct or gross misconduct that is willful and deliberate on the Executive's part and that, in either event, is materially injurious to the Company; or (iv) the conviction of the Executive of a felony. (f) "Good Reason" for resignation by the Executive shall mean his resignation because of: (i) the removal of the Executive as Chairman of the Board, President, or Chief Executive Officer of the Company by action of the Company's Board; (ii) the assignment to the Executive of any duties and responsibilities that are substantially inconsistent with or materially diminish the Executive's position as Chairman of the Board, President and Chief Executive Officer of the Company; (iii) a material reduction of the Executive's Base Salary, or material modifications to the Incentive Plan, the Stock Plan (or any similar stock option plan), or the MBP that amount to a material reduction in the Executive's total compensation hereunder; (iv) a requirement that the Executive be based at any office or location more than 50 miles from downtown Minneapolis, Minnesota; or (v) any purported termination of the Executive's employment by the Company except as expressly permitted by the provisions of this Agreement. (g) "Change of Control" shall mean: (i) The acquisition by any individual, entity, or group (within the meaning of Section 13 (d) (3) or 14 (d) (2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20 percent or more of either (A) the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this Section 6 (g)(i), the following acquisitions shall not constitute a Change of Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (D) any acquisition by any corporation pursuant to a transaction which complies with clauses (A), (B), and (bC) of Section 6 (g)(iii) hereof; or (ii) Individuals who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any Bonus payable under reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this Agreement purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on account behalf of any a Person other than the Board; or (iii) Consummation of a reorganization, merger or consolidation, or sale or other disposition of all or substantially all of the assets of the Company (a "Business Combination"), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior calendar yearto such Business Combination beneficially own, payable when directly or indirectly, more than 60 percent of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same would have been payable but for proportions as their ownership, immediately prior to such terminationBusiness Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20 percent or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (cC) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or (iv) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company. (h) "Disability" shall mean the inability of the Executive to perform the duties and responsibilities of his employment hereunder by reason of his illness or other physical or mental impairment or condition, if such inability continues for an uninterrupted period of 90 days or more. A period of inability shall be "uninterrupted" unless and until the Executive returns to full-time work for a continuous period of at least 30 days. (i) In the event of termination of the Executive's employment hereunder, the sole obligation of the Company shall reimburse be its obligation to make the Executive payments called for any expenses for which by Section 6(a), Section 6(b), Section 6(c), or Section 6(d) hereof, as the Executive is entitled to reimbursement under Section 7 of this Agreementcase may be, and the Company shall have no further other obligation to the Executive. In Executive or to his wife, his beneficiary, or his estate, except as otherwise provided by law, under any applicable stock option agreement between the Executive and the Company, or, in the event that the Company shall terminate this Agreement and the Executive's employment with the Company under Section 8(d) above (for a reason other than those covered by Sections 8(a), (b) or (c) above), then (a) the Company shall pay to the Executive (1) the Base Salary earned through the date of termination, payable when and as the same would have been payable but for such termination, (2) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (3) an amount equal to Twenty Five Percent (25%) of his then current annual Base Salary in a lump sum payment within thirty (30) days following the last day of the Executive's employment termination by reason of the Executive's death or Disability, under any insurance policies then in effect covering the Executive. Without limiting the generality of the foregoing, the Company shall not be required to pay any annual Bonus Awards to the Executive under the Incentive Plan except to the extent provided in the Incentive Plan (as modified by Section 3(b) hereof) with respect to any fiscal years that have not been completed as of the Termination Date. (j) Notwithstanding the foregoing provisions of this Section 6, the Company shall not be obligated to make any payments to the Executive under Section 6(b), Section 6(c), or Section 6(d) hereof unless the Executive shall have signed a release of claims in favor of the Company in a form to be prescribed by the Company, (b) the Company all applicable consideration and rescission periods provided by law shall continue to provide the Executive with those medical, life and disability insurance benefits, if any, which are provided to the Executive on the last day of his employment with the Company for a period of three (3) months following his last day of employment with the Companyhave expired, and (c) the Company shall reimburse the Executive for any expenses for which the Executive is entitled to reimbursement under in strict compliance with the terms of Section 7 of this Agreement8(b), Section 8(c), and the Company shall have no further obligation to the ExecutiveSection 8(d) hereof. 7.

Payments Upon Termination. In the event that the Company shall terminate If Executive terminates his employment under this Agreement and for any reason or if the Bank terminates Executive's employment with under this Agreement for any reason, then, upon any such termination of Executive's employment, Executive shall receive from Flagstar: (a) any unpaid Base Salary and Share Salary for any period ending on or before the Company under Section 8(a)date of termination of employment, including the Notice Period, (b) a pro rata portion of the Bonus Shares for any period ending on or before the date of termination of employment, including the Notice Period, (c) above or the Executive terminates his employment with the Company any unreimbursed business, relocation and legal expenses subject to reimbursement under subsection 1.05, (d) vacation pay for any reason prior to the Expiration Date, then (a) the Company shall pay to the Executive (or his heirs and/or personal representatives) (1) the Base Salary earned accrued but unused vacation days through the date of termination, payable when and as the same would have been payable but for such termination, and (be) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (c) the Company shall reimburse the benefits to which Executive for any expenses for which the Executive is may be entitled to reimbursement under Section 7 of this Agreement, and the Company shall have no further obligation pursuant to the Executive. In the event that the Company shall terminate terms and conditions of this Agreement and the Executive's employment with the Company under Section 8(d) above (for a reason other than those covered by Sections 8(a)any applicable Flagstar employee benefit plan, (b) or (c) above), then (a) the Company shall pay to the Executive (1) the Base Salary earned as accrued through the date of termination, which shall be paid on the first payroll date following Executive's termination of employment (or, for purposes of benefits under an employee benefit plan of the Company or the Bank, provided pursuant to the terms of the applicable employee benefit plan). In addition: (x) amounts payable when under the Executive's LTIP shall be paid in accordance with its terms, (y) all unvested Bonus Shares shall immediately vest and (z) subject to the Executive's (i) timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) with respect to Flagstar's group health insurance plans in which Executive participated immediately prior to the date of termination (“COBRA Continuation Coverage”), and (ii) continued payment of premiums for such plans at the active employee rate (excluding, for purposes of calculating cost, an employee's ability to pay premiums with pre-tax dollars), Flagstar shall provide COBRA Continuation Coverage for the Executive and his eligible dependents until the earliest of (i) the Executive or his eligible dependents, as the same would have been payable but for such terminationcase may be, ceasing to be eligible under COBRA, (2ii) any Bonus payable eighteen (18) months following the Date of Termination, and (iii) the Executive becoming eligible for coverage under the health insurance plan of a subsequent employer (the benefits provided under this sub-section (z), the “Medical Continuation Benefits”). The Executive acknowledges and agrees that he shall be responsible in full for all taxes (including, to the extent applicable, interest and penalties) attributable to amounts includable in the Executive's income by reason Section 105(h) of the Internal Revenue Code of 1986, as amended, arising out of or associated with the Medical Continuation Benefits. The Bank shall continue to pay to Executive his compensation and other benefits under this Agreement on account through the date of any prior calendar year, payable when and as the same would have been payable but for such termination, and (3) an amount equal to Twenty Five Percent (25%) termination of his then current annual Base Salary in a lump sum payment within thirty (30) days following the last day of the Executive's employment with the Company, (b) the Company shall continue to provide the Executive with those medical, life and disability insurance benefits, if any, which are provided to the Executive on the last day of his employment with the Company for a period of three (3) months following his last day of employment with the Company, and (c) the Company shall reimburse the Executive for any expenses for which the Executive is entitled to reimbursement under Section 7 of this Agreement, and the Company shall have no further obligation to the Executiveemployment.

Payments Upon Termination. In the event that the Company shall terminate If this Agreement and is terminated for any reason set forth in Section 7, then Employee shall be entitled to receive (a) his Base Salary for the Executive's employment with applicable calendar year through the Company under Section 8(a)date of the termination, (b) any accrued and unused vacation or (c) above or the Executive terminates his employment with the Company for any reason prior to the Expiration Date, then (a) the Company shall pay to the Executive (or his heirs and/or personal representatives) (1) the Base Salary earned paid time off through the date of termination, payable when and as the same would have been payable but for such termination, and (b) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (c) reimbursement of any business expenses incurred in the Company shall reimburse the Executive for any expenses for which the Executive is entitled to reimbursement under Section 7 ordinary course of this Agreement, and the Company shall have no further obligation to the Executive. In the event that the Company shall terminate this Agreement and the Executive's employment with the Company under Section 8(d) above (for a reason other than those covered by Sections 8(a), (b) or (c) above), then (a) the Company shall pay to the Executive (1) the Base Salary earned business through the date of terminationtermination that have not yet been reimbursed pursuant to Section 4.04, (d) 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 when pursuant to Section 4.02 as if his employment had not terminated and (e) 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 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), 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(e) or (f) and provided that Employee shall have executed and delivered to the Company the Company’s standard form of release of claims and any period for rescission of such release shall have expired without Employee having rescinding such release, in addition to the foregoing, 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 would have been payable but for such termination, (2) any Bonus payable under this Agreement on account of any prior calendar year, payable when times and as in the same would have manner as Base Salary had been payable but for 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 terminationtermination occurs on or before December 31, and 2017 or (3b) an amount equal to Twenty Five Percent (25%) of his then current annual Base Salary the Guaranteed Minimum in a lump sum payment within thirty (30) days following the last day of the Executive's employment with the Companyevent such termination occurs after December 31, (b) the Company shall continue to provide the Executive with those medical, life and disability insurance benefits, if any, which are provided to the Executive on the last day of his employment with the Company for a period of three (3) months following his last day of employment with the Company, and (c) the Company shall reimburse the Executive for any expenses for which the Executive is entitled to reimbursement under Section 7 of this Agreement, and the Company shall have no further obligation to the Executive2017.

Payments Upon Termination. In the event that the Company shall terminate this Agreement and the ExecutiveEmployee's employment with the Company under Section 8(a9(a), (b) or (c) above or the Executive Employee terminates his employment with the Company for any reason prior to the Expiration Date, then (a) the Company shall pay to the Executive Employee (or his heirs and/or personal representatives) (1) the Base Salary earned through the date of termination, payable when termination and as the same would have been payable but for such termination, and (b) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (c) the Company shall reimburse the Executive Employee for any expenses for which the Executive Employee is entitled to reimbursement under Section 7 8 of this Agreement, and the Company shall have no further obligation to the ExecutiveEmployee. In the event that the Company shall terminate this Agreement and the ExecutiveEmployee's employment with the Company under Section 8(d9(d) above (for a reason other than those covered by Sections 8(a9(a), (b) or (c) above), then (a) the Company shall (i) pay to the Executive (1) Employee the Base Salary earned through the date of termination, payable when and as the same would have been payable but for such termination, (2ii) any Bonus pay to the Employee the Bonus, if any, that is payable under this Agreement to the Employee pursuant to Section 4(b) above on account of any prior calendar yearyear preceding the year in which such termination occurs, payable when and as the same would have been payable hereunder but for such termination, (iii) reimburse the Employee for any expenses for which the Employee is entitled to reimbursement under Section 8 of this Agreement, when and as the same would have been reimbursed but for such termination, (3iv) an amount equal continue to Twenty Five Percent (25%) of his then current annual pay to the Employee the Base Salary (as in a lump sum payment within thirty (30) days following effect on the last day of the Executive's his employment with the Company) for a period of twelve (12) months following the date of termination, or if the Company exercises its Noncompete Extension (bas defined below) the Company shall will continue to pay to the Employee the Base Salary (as in effect on the last day of his employment with the Company) for a period of eighteen (18) months, and (v) continue to provide the Executive Employee with those medical, life and disability insurance benefits, if any, which are provided to the Executive Employee on the last day of his employment with the Company for a period of three twelve (312) months following his last day of employment with the Company, and (c) the Company shall reimburse the Executive for any expenses for which the Executive is entitled to reimbursement under Section 7 of this Agreement, and the Company shall have no further obligation to the ExecutiveEmployee. In the event of termination, the Employee shall make reasonable efforts to mitigate damages by seeking other employment; provided, however, that he shall not be required to accept a position of substantially different character than the highest position held by him with the Company or a position that would cause him to violate the provisions of Section 12 hereunder, nor shall he be required to accept a position in a location which is unreasonable, given the personal circumstances of the Employee. To the extent that the Employee shall receive compensation, benefits and service credit for benefits from such other employment during such twelve (12) month period following the date of termination, the payment to be made and the benefits to be provided by the Company under the provisions of this Subsection 9(g) shall be correspondingly reduced.

Payments Upon Termination. In the event that the Company shall terminate If this Agreement and is terminated for any reason set forth in Section 7, then Employee shall be entitled to receive (a) his Base Salary through the Executive's employment with date of the Company under Section 8(a)termination, (b) any accrued and unused vacation or (c) above or the Executive terminates his employment with the Company for any reason prior to the Expiration Date, then (a) the Company shall pay to the Executive (or his heirs and/or personal representatives) (1) the Base Salary earned paid time off time through the date of termination, payable when and as the same would have been payable but for such termination, and (b) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (c) reimbursement of any business expenses incurred in the Company shall reimburse the Executive for any expenses for which the Executive is entitled to reimbursement under Section 7 ordinary course of this Agreement, and the Company shall have no further obligation to the Executive. In the event that the Company shall terminate this Agreement and the Executive's employment with the Company under Section 8(d) above (for a reason other than those covered by Sections 8(a), (b) or (c) above), then (a) the Company shall pay to the Executive (1) the Base Salary earned business through the date of termination that have not yet been reimbursed pursuant to Section 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, payable 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 (f) and provided that Employee shall have executed and delivered to the Company a full release of claims in a form prepared by and acceptable to the Company and any period for rescission of such release shall have expired without Employee having rescinding such release, then Employee 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 and as the same such amount would have been payable but for such termination, pursuant to Section 4.02 if his employment had not terminated; (2b) any Bonus payable under this Agreement on account incentive compensation for the calendar year in which Employee’s employment is terminated for the period from the beginning of any prior such calendar year, payable when and as year to the same would have been payable but for 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, termination of employee’s employment; and (3c) an amount equal to Twenty Five Percent (25%) of his then current annual the Base Salary for one (1) year, less the amount of any accrued and unpaid vacation, payment of which shall be made over a one (1) year period at the same times and in a lump sum payment within thirty (30) days following the last day of the Executive's employment with the Company, (b) the Company shall continue same manner as his Base Salary had been paid to provide the Executive with those medical, life and disability insurance benefits, if any, which are provided Employee prior to the Executive on the last day termination of his employment with the Company for a period of three (3) months following his last day of employment with the Company, and (c) the Company shall reimburse the Executive for any expenses for which the Executive is entitled to reimbursement under Section 7 of this Agreement, and the Company shall have no further obligation to the Executivehereunder.

Payments Upon Termination. In (a) If during the event that the Company shall terminate Term of this Agreement and the Executive's employment with the Company under Agreement, Employer terminates Executive without Cause pursuant to Section 8(a), (b6.3(a) or (c) above or the Executive terminates his employment with Employer for Good Reason pursuant to Section 6.3(b), then Executive shall be entitled to (i) continuation of payment of unpaid Salary from the Company effective date of such termination to the earlier of (1) expiration of twelve (12) months after the date of such termination and (2) to the end of the Term (the “Severance”), payable, subject to the provisions set forth in the next sentence of this Section 6.4(a), on a regular basis in accordance with Employer’s normal payroll procedures and policies, and subject to applicable payroll deductions, (ii) any payments for reimbursement expenses, which are due, accrued or payable at the effective date of Executive’s termination and (iii) all (if any) unvested stock awards or stock option awards by Employer to Executive pursuant to Employer’s equity incentive plan shall be deemed vested on the effective date of such termination (for the avoidance of doubt, this Section 6.4 does not affect or modify the vesting schedule of the shares and stock options issued to Executive pursuant to Section 5.3 above, and the vesting of the shares and stock options issued to Executive pursuant to Section 5.3 above shall continue to be at all times be governed by the terms set forth in Section 5.3(c) above). Executive’s right to receive, and the Company’s obligation to pay and provide, any reason of the payments of Severance (other than payment of unpaid Salary (if any) earned and accrued prior to the Expiration Date, then (aeffective date of such termination) the Company shall pay be subject to the Executive (or his heirs and/or personal representatives) (1) the Base Salary earned through the date Executive’s compliance with, and observance of, all of termination, payable when and as the same would have been payable but for Executive’s obligations under this Agreement that continue beyond such termination, and (b2) any Bonus payable under this Agreement on account of any prior calendar yearExecutive’s execution, payable when delivery and as the same would have been payable but for such terminationnon-revocation of, and performance under, a release in favor of Employer and its affiliates in the form of Exhibit A attached hereto (cas such form may be modified so as to comply with all applicable laws as then in effect) (the Company shall reimburse “Release”) within forty-five (45) days of the Executive for any expenses for which termination of Executive’s employment. For the Executive is entitled to reimbursement under Section 7 avoidance of this Agreementdoubt, and the Company shall have no further obligation to the Executive. In in the event that the Company shall terminate this Agreement and the of a Change in Control (as defined below) during Executive's ’s employment with Employer, all (if any) unvested stock awards or stock option awards by Employer to Executive pursuant to Employer’s equity incentive plan shall be deemed vested on the Company under Section 8(d) above (for a reason other than those covered by Sections 8(a), (b) or (c) above), then (a) the Company shall pay to the Executive (1) the Base Salary earned through the effective date of termination, payable when and as the same would have been payable but for such termination, (2) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (3) an amount equal to Twenty Five Percent (25%) of his then current annual Base Salary Change in a lump sum payment within thirty (30) days following the last day of the Executive's employment with the Company, (b) the Company shall continue to provide the Executive with those medical, life and disability insurance benefits, if any, which are provided to the Executive on the last day of his employment with the Company for a period of three (3) months following his last day of employment with the Company, and (c) the Company shall reimburse the Executive for any expenses for which the Executive is entitled to reimbursement under Section 7 of this Agreement, and the Company shall have no further obligation to the ExecutiveControl.

Payments Upon Termination. In the event that the Company shall terminate If this Agreement and the Executive's employment with the Company under Section 8(a), (b) or (c) above or the Executive terminates his employment with the Company is terminated for any reason prior to the Expiration Dateset forth in Section 7, then Employee shall be entitled to receive (a) the Company shall pay to the Executive (or his heirs and/or personal representatives) (1) the Base Salary earned for the applicable calendar year through the date of termination, payable when and as the same would have been payable but for such termination, and (b) any Bonus payable under this Agreement on account reimbursement of any prior business expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 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, payable 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 (f) and provided that Employee shall have executed and delivered to the Company the Company’s standard form of release of claims and any period for rescission of such release shall have expired without Employee having rescinding such release, in addition to the foregoing, Employee 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 and as the same such amount would have been payable but for such termination, and (c) the Company shall reimburse the Executive for any expenses for which the Executive is entitled pursuant to reimbursement under Section 7 of this Agreement, and the Company shall have no further obligation to the Executive. In the event that the Company shall terminate this Agreement and the Executive's 4.02 if his employment with the Company under Section 8(d) above (for a reason other than those covered by Sections 8(a), (b) or (c) above), then (a) the Company shall pay to the Executive (1) the Base Salary earned through the date of termination, payable when and as the same would have been payable but for such termination, (2) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (3) an amount equal to Twenty Five Percent (25%) of his then current annual Base Salary in a lump sum payment within thirty (30) days following the last day of the Executive's employment with the Company, had not terminated; (b) the Company Annual Bonus for the calendar year in which Employee’s employment is terminated which for purposes hereof shall continue be equal to provide the Executive with those medicalEmployee’s target annual bonus for such year, life 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 disability insurance benefits, if any(ii) the denominator of which shall be three hundred sixty-five (365), which are provided to the Executive on the last day payment shall be made within 90 days following such termination of his employment with employee’s employment; (c) full acceleration of vesting of Executive’s then outstanding Staking RSU’s; (d) payment by the Company for COBRA benefits for a period of three eighteen (318) months following his last day of employment with the Company, termination for Employee and any dependents covered immediately prior to termination and (ce) the Company Severance Amount (as defined below), which Severance Amount shall reimburse be paid over twelve (12) month period at the Executive for any expenses for which same times and in the Executive is entitled same manner as base annual salary had been paid to reimbursement under Section 7 of this Agreement, and the Company shall have no further obligation Employee prior to the Executivetermination of his employment hereunder. As used herein, the “Severance Amount” shall be equal to the sum of (a) Base Salary for one year and (b) the Annual Bonus, which for purposes hereof shall be equal to the Employee’s target annual bonus for the current year.

Payments Upon Termination. In the event that the Company shall terminate If this Agreement and is terminated for any reason set forth in this Section 7, then Employee shall be entitled to receive (a) his Base Salary through the Executive's employment with date of the Company under Section 8(a)termination, (b) any accrued and unused vacation or (c) above or the Executive terminates his employment with the Company for any reason prior to the Expiration Date, then (a) the Company shall pay to the Executive (or his heirs and/or personal representatives) (1) the Base Salary earned paid time off time through the date of termination, payable when and as the same would have been payable but for such termination, and (b) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (c) 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 4.04. 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 shall reimburse for the Executive for any expenses for which twelve month period ending on the Executive is entitled to reimbursement under Section 7 last day of this Agreementthe calendar month immediately preceding the date of termination times the Applicable Percentage, and the Company shall have no further obligation to the Executive. In the event that the Company shall terminate this Agreement and the Executive's employment with the Company under Section 8(d) above (for multiplied by a reason other than those covered by Sections 8(a)fraction, (b) or (c) above), then (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 pay 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 (f) and provided that Employee shall have executed and delivered to the Executive Company a full release of claims in a form prepared by and acceptable to the Company in accordance with Section 8.06(e) (1a “Release”) and any period for rescission of such Release shall have expired without Employee having rescinded such Release, then Employee shall 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 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 earned through for one year and (b) Incentive Compensation for one year, 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, payable when and as multiplied by the same would have been payable but for such termination, (2) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (3) an amount equal to Twenty Five Percent (25%) of his then current annual Base Salary in a lump sum payment within thirty (30) days following the last day of the Executive's employment with the Company, (b) the Company shall continue to provide the Executive with those medical, life and disability insurance benefits, if any, which are provided to the Executive on the last day of his employment with the Company for a period of three (3) months following his last day of employment with the Company, and (c) the Company shall reimburse the Executive for any expenses for which the Executive is entitled to reimbursement under Section 7 of this Agreement, and the Company shall have no further obligation to the ExecutiveApplicable Percentage.

Payments Upon Termination. In the event that the Company shall terminate If this Agreement and is terminated for any reason set forth in Section 7, then Employee shall be entitled to receive (a) his Base Salary for the Executive's employment with applicable calendar year through the Company under Section 8(a)date of the termination, (b) any accrued and unused vacation or (c) above or the Executive terminates his employment with the Company for any reason prior to the Expiration Date, then (a) the Company shall pay to the Executive (or his heirs and/or personal representatives) (1) the Base Salary earned paid time off time through the date of the termination, payable when and as the same would have been payable but for such termination, and (b) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (c) reimbursement of any business expenses incurred in the Company shall reimburse the Executive for any expenses for which the Executive is entitled to reimbursement under Section 7 ordinary course of this Agreement, and the Company shall have no further obligation to the Executive. In the event that the Company shall terminate this Agreement and the Executive's employment with the Company under Section 8(d) above (for a reason other than those covered by Sections 8(a), (b) or (c) above), then (a) the Company shall pay to the Executive (1) the Base Salary earned business through the date of terminationtermination that have not yet been reimbursed pursuant to Section 4.04, (d) 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 when pursuant to Section 4.02 as if his employment had not terminated and (e) 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 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 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(e) or (f) and provided that Employee shall have executed and delivered to the Company the Company’s standard form of release of claims and any period for rescission of such release shall have expired without Employee having rescinding such release, in addition to the foregoing, 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 would have been payable but for such termination, (2) any Bonus payable under this Agreement on account of any prior calendar year, payable when times and as in the same would have manner as Base Salary had been payable but for 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 terminationtermination occurs on or before December 31, and 2017 or (3b) an amount equal to Twenty Five Percent (25%) of his then current annual Base Salary the Guaranteed Minimum in a lump sum payment within thirty (30) days following the last day of the Executive's employment with the Companyevent such termination occurs after December 31, (b) the Company shall continue to provide the Executive with those medical, life and disability insurance benefits, if any, which are provided to the Executive on the last day of his employment with the Company for a period of three (3) months following his last day of employment with the Company, and (c) the Company shall reimburse the Executive for any expenses for which the Executive is entitled to reimbursement under Section 7 of this Agreement, and the Company shall have no further obligation to the Executive2017.”

Payments Upon Termination. In the event that the Company shall terminate If this Agreement and the Executive's employment with the Company under Section 8(a), (b) or (c) above or the Executive terminates his employment with the Company is terminated for any reason prior to the Expiration Dateset forth in Section 7, then Employee shall be entitled to receive (a) the Company shall pay to the Executive (or his heirs and/or personal representatives) (1) the her Base Salary earned for the applicable calendar year through the date of termination, payable when and as the same would have been payable but for such termination, and (b) any Bonus payable under this Agreement on account reimbursement of any prior calendar yearbusiness expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.04. If Employee’s employment is terminated pursuant to Section 7.01(a) then Employee, payable when or Employee’s heirs and assigns, as the same 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 but for such termination, pursuant to Section 4.02 if her employment had not terminated and (c) the Company shall reimburse the Executive for any expenses for which the Executive is entitled to reimbursement under Section 7 of this Agreement, and the Company shall have no further obligation to the Executive. In the event that the Company shall terminate this Agreement and the Executive's employment with the Company under Section 8(d) above (for a reason other than those covered by Sections 8(a), (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 (cf) above)and provided that Employee shall have executed and delivered to the Company the Company’s standard form of release of claims and any period for rescission of such release shall have expired without Employee having rescinding such release, then in addition to the foregoing, Employee shall be entitled to receive: (a) any Annual Bonus pursuant to Section 4.02 for the Company shall pay preceding calendar year to the Executive (1) the Base Salary earned through the date of termination, payable extent not yet paid when and as the same such amount would have been payable but for such termination, (2) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (3) an amount equal pursuant to Twenty Five Percent (25%) of his then current annual Base Salary in a lump sum payment within thirty (30) days following the last day of the Executive's Section 4.02 if her employment with the Company, had not terminated; (b) the Company Annual Bonus for the calendar year in which Employee’s employment is terminated which for purposes hereof shall continue be equal to provide the Executive with those medicalEmployee’s target annual bonus for such year, life 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 disability insurance benefits, if any(ii) the denominator of which shall be three hundred sixty-five (365), which are provided to the Executive on the last day payment shall be made within 90 days following such termination of his employment with employee’s employment; (c) payment by the Company for COBRA benefits for a period of three eighteen (318) months following his last day of employment with the Company, termination for Employee and any dependents covered immediately prior to termination; and (cd) the Company Severance Amount (as defined below), which Severance Amount shall reimburse be paid over a twelve (12) month period at the Executive for any expenses for which same times and in the Executive is entitled same manner as base annual salary had been paid to reimbursement under Section 7 of this Agreement, and the Company shall have no further obligation Employee prior to the Executivetermination of her employment hereunder. As used herein, the “Severance Amount” shall be equal to the sum of (a) Base Salary for one year and (b) the Annual Bonus, which for purposes hereof shall be equal to the Employee’s target annual bonus for the current year.