Common use of Payments Upon Termination Clause in Contracts

Payments Upon Termination. If required pursuant to Section 3(c) hereof, the Company will pay to the Employee as compensation for services rendered: (a) Not later than the 5th day after the Date of Termination, the Employee's Base Salary through the Date of Termination, the amount of any accrued but unused FTO or vacation time to which the employee is entitled through the Date of Termination, and any amounts to be paid to the Employee pursuant to any deferred compensation plan; and (b) If the Date of Termination is within twelve (12) months following a Change in Control, the Employee shall also receive the following: (i) no later than ten (10) days after such Date of Termination, a lump sum payment (minus withholdings and other required deductions) of an amount equal to three (3) times the Employee's Base Salary, plus thirty-six (36) times the amount to which the Employee was then entitled immediately prior to the Change in Control for the monthly automobile allowance; and (ii) no later than ten (10) days after such Date of Termination, an additional lump sum payment (minus with-holdings and other required deductions) of an amount equal to three (3) times the greater of (x) the bonus, if any, that was actually paid to the Employee for the year's results for the Company's fiscal year immediately preceding the year in which the Date of Termination occurs, (y) the percentage of maximum bonus otherwise payable for the full fiscal year in which the Date of Termination occurs assuming performance relative to plan for the entirety of such fiscal year was the same as performance relative to plan year to date as of the Date of Termination, or (z) the average bonus actually paid to the Employee for the five fiscal years immediately preceding the year in which the Date of Termination occurs (for the purpose of this Section 4(b)(ii), " bonus" shall include regular annual bonus payments, annual PIC bonus payments, annual super performance bonus payments and any other designated annual (as opposed to long-term) bonus payments); and (iii) commencing upon the Date of Termination: (1) All Other Benefits that were in effect and in which the Employee participated immediately prior to the Change in Control, for the period of the earlier to occur of thirty-six (36) months following the Date of Termination or the date the Employee becomes eligible for benefits from a subsequent employer. The provisions and conditions covering these Other Benefits, including but not limited to the amount of any contributions to be made by the Employee on a monthly or other periodic basis, shall be governed by the various plans as they are in effect from time to time. Notwithstanding the foregoing, earned FTO shall stop accruing and/or being earned as of the Date of Termination and all contributions to the Company's 401k and "cafeteria" benefit plan shall stop as of the Date of Termination. (2) In addition to the lump sum payment of the monthly automobile allowance, for the period of thirty-six (36) months following the Date of Termination the Employee shall be entitled to continue to receive reimbursement for items such as automobile maintenance, insurance and other auto-related expenses, including the use of a Company gasoline credit card, all in accordance with the Company's executive automobile allowance and reimbursement program as it is in effect immediately prior to the Change in Control; or (c) If during the next twelve (12) months following the first anniversary of the Change in Control, the Employee is terminated involuntarily by the Company other than for Cause, the Employee shall be entitled to receive all of the payments and benefits provided for in Sections 2(a) and 2(b) hereof, except that all references to "12 months" shall read "24 months". (i) In the event that any payment or benefit received or to be received by the Employee pursuant to the terms of this Agreement (the "Contract Payments") or of any other plan, arrangement or agreement of the Company (or any

Payments Upon Termination. If required pursuant to Section 3(c) hereof, the Company will pay to the Employee as compensation for services rendered: (a) Not later than the 5th day after the Date of Termination, the Employee's Base Salary through the Date of Termination, the amount of any accrued but unused FTO or vacation time to which the employee is entitled through the Date of Termination, and any amounts to be paid to the Employee pursuant to any deferred compensation plan; and (b) If the Date of Termination is within twelve (12) months following a Change in Control, the Employee shall also receive the following: (i) no later than ten (10) days after such Date of Termination, a lump sum payment (minus withholdings and other required deductions) of an amount equal to three (3) times the Employee's Base Salary, plus thirty-six (36) times the amount to which the Employee was then entitled immediately prior to the Change in Control for the monthly automobile allowance; and (ii) no later than ten (10) days after such Date of Termination, an additional lump sum payment (minus with-holdings and other required deductions) of an amount equal to three (3) times the greater of (x) the bonus, if any, that was actually paid to the Employee for the year's results for the Company's fiscal year immediately preceding the year in which the Date of Termination occurs, (y) the percentage of maximum bonus otherwise payable for the full fiscal year in which the Date of Termination occurs assuming performance relative to plan for the entirety of such fiscal year was the same as performance relative to plan year to date as of the Date of Termination, or (z) the average bonus actually paid to the Employee for the five fiscal years immediately preceding the year in which the Date of Termination occurs (for the purpose of this Section 4(b)(ii), " bonus" shall include regular annual bonus payments, annual PIC bonus payments, annual super performance bonus payments and any other designated annual (as opposed to long-term) bonus payments); and (iii) commencing upon the Date of Termination: (1) All Other Benefits that were in effect and in which the Employee participated immediately prior to the Change in Control, for the period of the earlier to occur of thirty-six (36) months following the Date of Termination or the date the Employee becomes eligible for benefits from a subsequent employer. The provisions and conditions covering these Other Benefits, including but not limited to the amount of any contributions to be made by the Employee on a monthly or other periodic basis, shall be governed by the various plans as they are in effect from time to time. Notwithstanding the foregoing, earned FTO shall stop accruing and/or being earned as of the Date of Termination and all contributions to the Company's 401k and "cafeteria" benefit plan shall stop as of the Date of Termination. (2) In addition to the lump sum payment of the monthly automobile allowance, for the period of thirty-six (36) months following the Date of Termination the Employee shall be entitled to continue to receive reimbursement for items such as automobile maintenance, insurance and other auto-related expenses, including the use of a Company gasoline credit card, all in accordance with the Company's executive automobile allowance and reimbursement program as it is in effect immediately prior to the Change in Control; or (c) If during the next twelve (12) months following the first anniversary of the Change in Control, the Employee Agreement is terminated involuntarily by the Company other than for Causeany reason set forth in Section 7, the then Employee shall be entitled to receive all (i) his earned but unpaid Base Salary through the date of the payments termination, (ii) any accrued and benefits provided unused vacation or paid time off through the date of termination, (iii) reimbursement of any business expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.04, and (iv) any earned but unpaid bonus pursuant to Section 4.02 for in Sections 2(a) and 2(b) hereofthe calendar year prior to termination to the extent not yet paid when due (together, except that all references to "12 months" shall read "24 months"the “Accrued Compensation”). (b) If Employee’s employment is terminated pursuant to Section 7.01(a) or (d) and provided that Employee shall have executed and delivered to the Company the a release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and any period for rescission of such Release shall have expired without Employee having rescinding such Release, in addition to the Accrued Compensation, Employee shall be entitled to receive either (i) In the event that any payment or benefit received or to be received by the if Employee pursuant to the terms of this Agreement (the "Contract Payments") or of any other plan, arrangement or agreement has been an employee of the Company or its affiliates for less than two years prior to the date of termination, continuation of the Base Salary for up to six (6) months from the date of termination, payable in six equal monthly installments in accordance with the Company’s regular payroll practices, and reimbursement, up to a maximum of six (6) months, of the Company-paid portion of premium payments, as if Employee had remained an active employee, for any COBRA coverage Employee elects, if any; or (ii) if Employee has been an employee of the Company or its affiliates for at least two years prior to the date of termination, an amount equal to continuation of the Base Salary for up to twelve (12) months from the date of termination, payable in twelve equal monthly installments in accordance with the Company’s regular payroll practices, and reimbursement, up to a maximum of twelve (12) months, of the Company-paid portion of premium payments, as if Employee had remained an active employee, for any COBRA coverage Employee elects, if any.

Payments Upon Termination. If required (a) Upon termination of this Agreement and Executive’s employment hereunder due to Executive’s death or disability pursuant to Section 3(c4(a) hereof, the Company will pay to Executive (or the Employee as compensation for services rendered: (a) Not later than Executive’s estate or beneficiaries in the 5th day after the Date of Termination, the Employee's Base Salary through the Date of Termination, the amount of any accrued but unused FTO or vacation time to which the employee is entitled through the Date of Termination, and any amounts to be paid to the Employee pursuant to any deferred compensation plan; and (b) If the Date of Termination is within twelve (12) months following a Change in Control, the Employee shall also receive the following: (i) no later than ten (10) days after such Date of Termination, a lump sum payment (minus withholdings and other required deductions) of an amount equal to three (3) times the Employee's Base Salary, plus thirty-six (36) times the amount to which the Employee was then entitled immediately prior to the Change in Control for the monthly automobile allowance; and (ii) no later than ten (10) days after such Date of Termination, an additional lump sum payment (minus with-holdings and other required deductions) of an amount equal to three (3) times the greater of (x) the bonus, if any, that was actually paid to the Employee for the year's results for the Company's fiscal year immediately preceding the year in which the Date of Termination occurs, (y) the percentage of maximum bonus otherwise payable for the full fiscal year in which the Date of Termination occurs assuming performance relative to plan for the entirety of such fiscal year was the same as performance relative to plan year to date as case of the Date of Termination, or (z) the average bonus actually paid to the Employee for the five fiscal years immediately preceding the year in which the Date of Termination occurs (for the purpose of this Section 4(b)(ii), " bonus" shall include regular annual bonus payments, annual PIC bonus payments, annual super performance bonus payments and any other designated annual (as opposed to long-term) bonus payments); and (iii) commencing upon the Date of Termination: (1) All Other Benefits that were in effect and in which the Employee participated immediately prior to the Change in Control, for the period death of the earlier to occur of thirty-six (36Executive) months following the Date of Termination or the date the Employee becomes eligible for benefits from a subsequent employer. The provisions and conditions covering these Other Benefits, including but not limited to the amount of any contributions to be made by the Employee on a monthly or other periodic basis, shall be governed by the various plans as they are in effect from time to time. Notwithstanding the foregoing, earned FTO shall stop accruing and/or being earned as of the Date of Termination and all contributions to the Company's 401k and "cafeteria" benefit plan shall stop as of the Date of Termination. (2) In addition to the lump sum payment of the monthly automobile allowance, for the period of thirty-six (36) months following the Date of Termination the Employee shall be entitled to continue to receive reimbursement for items such as automobile maintenance, insurance and other auto-related expenses, including the use of a Company gasoline credit card, all in accordance with the Company's executive automobile allowance and reimbursement program as it is in effect immediately prior to the Change in Control; or (c) If during the next twelve (12) months following the first anniversary of the Change in Control, the Employee is terminated involuntarily by the Company other than for Cause, the Employee shall be entitled to receive (i) any compensation earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); and (ii) an amount equal to 2.0 times the highest annualized Base Salary amount paid to Executive in any fiscal quarter in the most recent 6 fiscal quarters prior to the date of Termination; and (iii) immediate vesting of all options due to be vested in the current Agreement year and the following two quarters; and (iv) payment of Other Benefits (3c) consistent with employment for a period of 12 months; and (v) an amount equal to the greater of the most recent Annual Bonus earned or the estimated annualized bonus of the current Annual Bonus period. If, after the Effective Date, the Executive is covered by a formal Company death and/or disability benefit plan, respectively, the terms and payments of the plan(s) will supercede and replace (i) through (v) above. The Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no further rights to any other compensation or benefits provided hereunder, or any other rights hereunder (b) Upon termination of this Agreement and Executive’s employment hereunder by the Company for in Sections 2(aCause or by Executive other than for Good Reason, (i) the Company shall pay to Executive an amount equal to Executive’s then Base Salary (if any) and 2(bother benefits (including any bonus for a calendar year completed before termination) hereof, except that all references earned and accrued under this Agreement prior to "12 months" the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination) and (ii) the Executive shall read "24 months"have no further rights to any other compensation or benefits under this Agreement on or after the termination of employment. (c) Upon termination of this Agreement and Executive’s employment hereunder (i) In by the event that Company without Cause or (ii) by Executive for Good Reason, the Company shall pay to Executive (A) an amount equal to Executive’s then Base Salary (if any) and other benefits (including any payment or benefit received or bonus for a calendar year completed before termination) earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); and (B) an amount equal to 2.0 times the highest annualized Base Salary amount paid to Executive in any fiscal quarter in the most recent 6 fiscal quarters prior to the date of Termination; and (C) immediate vesting of all options due to be received by vested in the Employee pursuant current Agreement year and the following two quarters; and (D) payment of Other Benefits (3c) consistent with employment for a period of 12 months; and (E) an amount equal to the greater of the most recent Annual Bonus earned or the estimated annualized bonus of the current Annual Bonus period. The Executive shall have no further rights to any other compensation or benefits under this Agreement on or after the termination of employment. (d) Nothing contained in this Section 5 shall affect the terms of any employee stock options, stock grants, or other equity-based compensation that may have been issued by the Company to Executive, which in the event of termination of Executive’s employment with the Company shall continue to be governed by their own terms and conditions. (e) Unless the payment is required to be delayed pursuant to Code Section 409A (as defined below), the cash amounts payable to the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) under this Section 6 shall be paid to the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) in a single-sum payment within 60 days following the effective date of termination of this Agreement (the "Contract Payments") or of any other plan, arrangement or agreement of the Company (or anyand Executive’s employment hereunder.

Payments Upon Termination. If required pursuant to In the event this Agreement and the Executive’s employment with the Company is terminated by the Executive with Good Reason under Section 3(c5(b), by the Company without Cause under Section 5(d) hereofor by the Executive under the circumstances described under Section 5(e), the Company will pay to the Employee as compensation for services renderedExecutive shall be entitled to: (a) Not later than the 5th day after the Date of Termination, the Employee's all accrued but unpaid Base Salary through to the Date Termination Date; (b) all accrued but unpaid vacation pay to the Termination Date; (c) payment equal to twenty-four (24) months’ Base Salary; (d) payment equal to the previous two (2) years’ bonuses paid to the Executive, plus a prorated portion of Terminationany bonus for the year of the Executive’s termination in an amount as provided under the applicable bonus plan of the Company, assuming a payment at the Target Percentage of 100%. If a bonus payment was not paid to the Executive in any of those previous two (2) years, the amount for this section will be calculated on the assumption that the bonus paid for any unpaid year was paid at the Target Percentage of any accrued but unused FTO or vacation time to which the employee is entitled through the Date of Termination, and any amounts to be paid to the Employee pursuant to any deferred compensation plan100%; and (e) five percent (5%) of the amount paid pursuant to Section 6(a) as compensation for the loss of employment benefits. Prior to, and as a condition to, receiving the payments in Section 6 (other than payments pursuant to Sections 6(a) and (b) If the Date of Termination is within twelve (12) months following a Change in Control)), the Employee Executive agrees to execute a full and final release in favor of the Company, in a form satisfactory to the Company, not later than fifteen (15) days following the Termination Date. The above amounts will be paid in a single lump sum not later than fifteen (15) days of the Termination Date subject to the fulfillment of the provision of a full and final release, provided, however, if such 15-day period begins in one taxable year and ends in a second taxable year, the payment date shall also receive be deemed to be the following: later of (i) no later than ten (10) days after such Date of Termination, a lump sum payment (minus withholdings and other required deductions) of an amount equal to three (3) times the Employee's Base Salary, plus thirty-six (36) times first business day in the amount to which the Employee was then entitled immediately prior to the Change in Control for the monthly automobile allowance; and (ii) no later than ten (10) days after such Date of Termination, an additional lump sum payment (minus with-holdings and other required deductions) of an amount equal to three (3) times the greater of (x) the bonus, if any, that was actually paid to the Employee for the year's results for the Company's fiscal year immediately preceding following the year in which the Date of Termination occurs, Executive’s “separation from service” occurs or (yii) the percentage of maximum bonus otherwise payable for the full fiscal year in which the Date of Termination occurs assuming performance relative to plan for the entirety last day of such fiscal year was the same as performance relative 15-day period. The payments referred to plan year to date as of the Date of Termination, or (z) the average bonus actually paid in this Section 6 shall not be subject to the Employee for requirement of mitigation, nor reduced by any actual mitigation by the five fiscal years immediately preceding the year in which the Date of Termination occurs (for the purpose of this Section 4(b)(ii), " bonus" shall include regular annual bonus payments, annual PIC bonus payments, annual super performance bonus payments Executive and any other designated annual (as opposed to long-term) bonus payments); and (iii) commencing upon the Date of Termination: (1) All Other Benefits that were in effect and in which the Employee participated immediately prior to the Change in Control, for the period of the earlier to occur of thirty-six (36) months following the Date of Termination or the date the Employee becomes eligible for benefits from a subsequent employer. The provisions and conditions covering these Other Benefits, including but not limited to the amount are inclusive of any contributions to termination and/or severance payments that may be made by the Employee on a monthly or other periodic basis, shall be governed by the various plans as they are in effect from time to time. Notwithstanding the foregoing, earned FTO shall stop accruing and/or being earned as of the Date of Termination and all contributions to the Company's 401k and "cafeteria" benefit plan shall stop as of the Date of Terminationrequired under employment standards legislation. (2) In addition to the lump sum payment of the monthly automobile allowance, for the period of thirty-six (36) months following the Date of Termination the Employee shall be entitled to continue to receive reimbursement for items such as automobile maintenance, insurance and other auto-related expenses, including the use of a Company gasoline credit card, all in accordance with the Company's executive automobile allowance and reimbursement program as it is in effect immediately prior to the Change in Control; or (c) If during the next twelve (12) months following the first anniversary of the Change in Control, the Employee is terminated involuntarily by the Company other than for Cause, the Employee shall be entitled to receive all of the payments and benefits provided for in Sections 2(a) and 2(b) hereof, except that all references to "12 months" shall read "24 months". (i) In the event that any payment or benefit received or to be received by the Employee pursuant to the terms of this Agreement (the "Contract Payments") or of any other plan, arrangement or agreement of the Company (or any

Payments Upon Termination. If required pursuant to Section 3(c) hereof, the Company will pay to the Employee as compensation for services rendered: (a) Not later than If FDMS terminates this Agreement under Section 9.1 due to a default of Customer at any time prior to the 5th day after expiration of the Date of TerminationTerm, the Employee's Base Salary through the Date of TerminationCustomer and FDMS agree that, the amount of any accrued but unused FTO or vacation time based on economic assumptions material to which the employee is entitled through the Date of Terminationeach party, Customer shall make a compensatory payment to FDMS. Such compensatory payment shall be made by Customer upon termination by FDMS, and any amounts prior to be paid to Deconversion, and shall equal the Employee pursuant to any deferred compensation plan; and (b) If the Date of Termination is within twelve (12) months following a Change in Control, the Employee shall also receive the followingsum of: (i) no later the product of (1) the Year 1 Minimum Authorizations, Year 2 Minimum Authorizations, Year 3 Minimum Authorizations, Year 4 Minimum Authorizations or the Minimum Authorizations, as applicable, as set forth in Section 4.4 of this Agreement, for the Processing Year in which the termination occurs (after crediting Customer for any Authorizations processed by FDMS in such Processing Year), multiplied by (2) ($[****]); plus (ii) the sum of the present values of a payment in each full Processing Year (other than ten (10the year of termination) days after such Date which remains during the Term of Termination, a lump sum payment (minus withholdings and other required deductions) of this Agreement in an amount equal to the product of (1) the Year 1 Minimum Authorizations, Year 2 Minimum Authorizations, Year 3 Minimum Authorizations, Year 4 Minimum Authorizations and the Minimum Authorizations, as applicable, as set forth in Section 4.4 of this Agreement, multiplied by (2) [****] cents [****]; plus (iii) the amount of Balance Sheet Expenses remaining unamortized on the balance sheet of FDMS. (b) In determining the present value of the amount set forth in (a)(ii) above, an interest rate equal to the three (3) times the Employee's Base Salarymonth Treasury Bxxx Rate, plus thirty-six (36) times the amount to which the Employee was then entitled immediately prior to the Change in Control as quoted by The Wall Street Journal for the monthly automobile allowance; and (ii) no later than ten (10) days after such Date of Termination, an additional lump sum payment (minus with-holdings and other required deductions) of an amount equal to three (3) times the greater of (x) the bonus, if any, that was actually paid to the Employee for the year's results for the Company's fiscal year immediately preceding the year in date on which the Date of Termination termination occurs, (y) the percentage of maximum bonus otherwise payable for the full fiscal year in which the Date of Termination occurs assuming performance relative to plan for the entirety of such fiscal year was the same as performance relative to plan year to date as of the Date of Termination, or (z) the average bonus actually paid to the Employee for the five fiscal years immediately preceding the year in which the Date of Termination occurs (for the purpose of this Section 4(b)(ii), " bonus" shall include regular annual bonus payments, annual PIC bonus payments, annual super performance bonus payments and any other designated annual (as opposed to long-term) bonus payments); and (iii) commencing upon the Date of Termination: (1) All Other Benefits that were in effect and in which the Employee participated immediately prior to the Change in Control, for the period of the earlier to occur of thirty-six (36) months following the Date of Termination or if not available on the date of termination, as soon thereafter as the Employee becomes eligible for benefits from a subsequent employer. next edition of The provisions Wall Street Journal is published, shall be assumed and conditions covering these Other Benefits, including but not limited to the amount of any contributions payments shall be assumed to be made by on the Employee on a monthly or other periodic basis, shall be governed by the various plans as they are in effect from time to time. Notwithstanding the foregoing, earned FTO shall stop accruing and/or being earned as first day of the Date of Termination and all contributions to the Company's 401k and "cafeteria" benefit plan shall stop as of the Date of Terminationeach Processing Year. (2) In addition to the lump sum payment of the monthly automobile allowance, for the period of thirty-six (36) months following the Date of Termination the Employee shall be entitled to continue to receive reimbursement for items such as automobile maintenance, insurance and other auto-related expenses, including the use of a Company gasoline credit card, all in accordance with the Company's executive automobile allowance and reimbursement program as it is in effect immediately prior to the Change in Control; or (c) If during FDMS and Customer agree that the next twelve (12compensatory payment set forth in Section 9.4(a) months following the first anniversary is a reasonable estimation, as of the Change in Controldate of this Agreement, of the Employee is terminated involuntarily by the Company other than for Cause, the Employee shall be entitled actual damages which FDMS would suffer if FDMS were to fail to receive all of the payments and benefits provided processing business for in Sections 2(a) and 2(b) hereof, except that all references to "12 months" shall read "24 months"the full Term. (i) In the event that any payment or benefit received or to be received by the Employee pursuant to the terms of this Agreement (the "Contract Payments") or of any other plan, arrangement or agreement of the Company (or any

Payments Upon Termination. If required pursuant Payments to Section 3(c) hereof, the Company will pay Employee upon termination shall be limited to the Employee as compensation for services renderedfollowing: (a) Not later If Employee is terminated due to (i) death pursuant to 15(a), (ii) Total Disability pursuant to Section 15(b), (iii) voluntary resignation pursuant to Section 15(c) other than for Good Reason, (iv) dissolution and liquidation of the 5th day after the Date Corporation pursuant to Section 15(d), or (v) for Cause pursuant to Section 15(e), Employee shall be entitled to all arrearages of Termination, the Employee's Base Salary through the Date of Termination, the amount of Termination plus any accrued annual incentive bonus earned but unused FTO or vacation time not paid prior to which the employee is entitled through the Date of TerminationTermination (collectively, and any amounts the “Accrued Obligations”) payable in accordance with the Corporation’s customary policies as in effect from time to time but shall not be paid entitled to the Employee pursuant to any deferred compensation plan; andfurther compensation. (b) If Employee is terminated by the Date Corporation without Cause, or Employee terminates his employment for Good Reason, then, in exchange for Employee executing a full and final Release (as defined in Section 16(c) below), the Corporation shall pay to Employee (i) all Accrued Obligations and (ii) severance equal to the sum of Termination is within twelve (12A) months 6 months’ salary at the rate in effect on the date of termination (or, if the Employee has terminated his employment for Good Reason due to a reduction in Base Salary, his Base Salary prior to such reduction), plus (B), in the event such termination without Cause or resignation for Good Reason occurs following a Change in ControlControl (as such term is defined in the Corporation’s 2011 Incentive Award Plan as in effect on the date of this Agreement), the Employee shall also receive the following: (i) no later than ten (10) days after such Date of Termination, a lump sum payment (minus withholdings and other required deductions) of an amount equal to three (3) times the Employee's Base Salary, plus thirty-six (36) times the amount to which the Employee was then entitled immediately prior to the Change in Control ’s target annual bonus for the monthly automobile allowance; and (ii) no later than ten (10) days after such Date of Termination, an additional lump sum payment (minus with-holdings and other required deductions) of an amount equal to three (3) times the greater of (x) the bonus, if any, that was actually paid to the Employee for the year's results for the Company's fiscal year immediately preceding the year in which the Date of Termination occurs, (y) the percentage of maximum bonus otherwise payable pro-rated for the full fiscal year in which the Date of Termination occurs assuming performance relative to plan for the entirety portion of such fiscal year was the same as performance relative that elapsed prior to plan year to date as of the Date of Termination, or which amount shall be payable in equal bi-weekly installments over a period of 6 months following the Date of Termination in accordance with the Corporation’s regular payroll pay practices, with the first installment to be paid on the date that is 60 days following the Employee’s Date of Termination and the first such payment to include any unpaid amounts accrued from the Date of Termination. Further, in the event such termination occurs not later than the date which is 12 months from the date of commencement of employment and follows a Change in Control, severance shall equal the sum of (zA) the average 9 months’ salary, plus (B) an amount equal to Employee’s target annual bonus actually paid to the Employee for the five fiscal years immediately preceding the year in which the Date of Termination occurs (occurs, pro-rated for the purpose portion of this Section 4(b)(ii), " bonus" shall include regular annual bonus payments, annual PIC bonus payments, annual super performance bonus payments and any other designated annual (as opposed such year that elapsed prior to long-term) bonus payments); and (iii) commencing upon the Date of Termination: (1) All Other Benefits that were , and amounts shall be payable in effect and in which the Employee participated immediately prior to the Change in Control, for the equal bi-weekly installments over a period of the earlier to occur of thirty-six (36) 9 months following the Date of Termination or the date the Employee becomes eligible for benefits from a subsequent employer. The provisions and conditions covering these Other Benefits, including but not limited to the amount of any contributions to be made by the Employee on a monthly or other periodic basis, shall be governed by the various plans as they are in effect from time to time. Notwithstanding the foregoing, earned FTO shall stop accruing and/or being earned as of the Date of Termination and all contributions to the Company's 401k and "cafeteria" benefit plan shall stop as of the Date of Termination. (2c) In addition Notwithstanding any provision to the lump sum payment of the monthly automobile allowancecontrary in this Agreement, for the period of thirty-six (36) months following the Date of Termination the Employee no amount shall be entitled paid pursuant to continue to receive reimbursement for items such as automobile maintenanceSection 16(b)(ii) above unless, insurance and other auto-related expenses, including the use of a Company gasoline credit card, all in accordance with the Company's executive automobile allowance and reimbursement program as it is in effect immediately on or prior to the Change in Control; or (c) If during the next twelve (12) months 60th day following the first anniversary date of the Change in ControlEmployee’s Date of Termination, the Employee is terminated involuntarily by the Company other than for Cause, the Employee shall be entitled to receive all an effective general release of the payments and benefits provided for in Sections 2(a) and 2(b) hereof, except that all references to "12 months" shall read "24 months". (i) In the event that any payment or benefit received or to be received by the Employee pursuant to the terms of this Agreement claims agreement (the "Contract Payments"“Release”) or of in substantially the form attached hereto as Exhibit B has been executed by Employee and remains effective on such date and any other plan, arrangement or agreement of the Company (or anyapplicable revocation period thereunder has expired.

Payments Upon Termination. If required pursuant to Section 3(cwithin three (3) hereofyears after a Change in Control of the Company, the Company shall terminate the Executive's employment other than by reason of the Executive's death, Disability or for Cause, or if the Executive shall terminate the Executive's employment for Good Reason, then (a) the Company will continue to pay to the Employee Executive, for a period of eighteen (18) months following the Date of Termination, as compensation for services rendered:rendered by the Executive on or before the Executive's Date of Termination, the Executive's Salary and Incentive Compensation (subject to any applicable payroll taxes or other taxes required to be withheld computed at the rate for supplemental payments) at the highest rate in effect during the twenty-four (24) month period ending on the date on which a Change in Control of the Company occurred; and (ab) Not later than the 5th day after for a period of eighteen (18) months following the Date of Termination, the EmployeeCompany shall provide, at the Company's Base Salary through expense, the Executive and the Executive's spouse and children with full benefits under any employee benefit plan or arrangement in which the Executive participated immediately prior to the date of a Change in Control, including, without limitation, any hospital, medical and dental insurance with substantially the same coverage and benefits as were provided to the Executive immediately prior to the date on which a Change in Control of the Company occurred; and (c) the Company will pay on the Date of Termination of the Executive as compensation for services rendered on or before the Executive's Date of Termination, in addition to the amounts set forth in paragraph 4(a) above, a sum equal to the greater of (i) all Incentive Compensation and other incentive awards due to the Executive immediately prior to the date on which a Change in Control of the Company occurred which are not yet paid and (ii) all Incentive Compensation and other incentive awards due to the Executive immediately prior to the Date of Termination which are not yet paid; and (d) for a period of eighteen (18) months following the Date of Termination, the amount Company shall provide to the Executive, at the Company's expense, the automobile (or a comparable automobile) or automobile allowance, as the case may be, provided by the Company to the Executive immediately prior to the date on which a Change in Control of the Company occurred and the Company shall reimburse the Executive any accrued and all expenses incurred by the Executive in connection with the use of such automobile during such eighteen month period to the extent that the Company reimburses generally other executives of comparable title and salary or subject to comparable performance criteria; and (e) subject to the limitations set forth herein, any restricted stock of the Company in the Executive's account as an officer of the Company and any stock options granted to the Executive on or prior to the Date of Termination which are not vested in the Executive as of the Date of Termination shall become immediately vested, and all such restrictions thereon (including, but unused FTO not limited to, any restrictions on the transferability of such stock), and any restrictions on any other restricted stock or vacation time stock options awarded to which the employee is entitled Executive through any plan, arrangement or contract of the Company on or before the Date of Termination, shall be null and void and of no further force and effect and the Company agrees to accelerate and make immediately exercisable in full all unmatured installments of all outstanding stock options to acquire stock of the Company which the Executive holds as of the Date of Termination; provided, however, that notwithstanding anything to the contrary contained in this Agreement, the Board hereby reserves the right and authority to amend, modify and eliminate the provisions of this Section 4(e), from time to time on or after the date of this Agreement, in whole or in part, including, without limitation, the right to modify, amend or eliminate the acceleration of vesting or exercisability of stock options and the lapsing of any restrictions thereon, in its sole discretion without the approval or consent of the Executive or any other person or entity, for the purposes of obtaining accounting treatment which is favorable or beneficial for, or in the interest of, the Company in connection with any business combination involving the Company or acquisition of any substantial portion of voting securities of the Company and, in the event that the Board determines, in its sole discretion, to so modify, amend or eliminate the provisions of this Section 4(e), the Executive hereby agrees that the Executive shall not, and hereby waives any right to, dispute, challenge or bring any claim, action or proceeding against the Company with respect to any action taken by or on behalf of the Company to so modify, amend or eliminate the provisions of this Section 4(e) and any amounts to be paid to such modification, amendment, or elimination of the Employee pursuant to provisions of this Section 4(e) shall not affect the validity or enforceability of any deferred compensation planother provisions of this Agreement, which such other provisions shall remain in full force and effect in accordance with the terms thereof; and (bf) If the Executive's retirement benefits in effect immediately prior to the date on which a Change in Control of the Company occurred under the Company's Supplemental Executive Retirement Plan, or any successor plan in effect on the date on which a Change in Control of the Company occurred (the "SERP"), shall become fully vested and nonforfeitable on the Date of Termination is within twelve (12) months following a Change in Control, the Employee shall also receive the following: and (i) no later than ten (10) days after such Date if the Executive has not attained the age of Termination, a lump sum payment (minus withholdings and other required deductions) of an amount equal to three (3) times the Employee's Base Salary, plus thirty-six (36) times the amount to which the Employee was then entitled immediately prior to the Change in Control for the monthly automobile allowance; and (ii) no later than ten (10) days after such Date of Termination, an additional lump sum payment (minus with-holdings and other required deductions) of an amount equal to three (3) times the greater of (x) the bonus, if any, that was actually paid to the Employee for the year's results for the Company's fiscal year immediately preceding the year in which the Date of Termination occurs, (y) the percentage of maximum bonus otherwise payable for the full fiscal year in which the Date of Termination occurs assuming performance relative to plan for the entirety of such fiscal year was the same as performance relative to plan year to date 65 as of the Date of Termination, or (z) the average bonus actually paid to the Employee for the five fiscal years immediately preceding the year in which the Date of Termination occurs (for the purpose of this Section 4(b)(ii), " bonus" shall include regular annual bonus payments, annual PIC bonus payments, annual super performance bonus payments and any other designated annual (as opposed to long-term) bonus payments); and (iii) commencing upon the Date of Termination: (1) All Other Benefits that were in effect and in which the Employee participated immediately prior to the Change in Control, for the period of the earlier to occur of thirty-six (36) months following the Date of Termination or the date the Employee becomes eligible for benefits from a subsequent employer. The provisions and conditions covering these Other Benefits, including but not limited to the amount of any contributions to be made by the Employee on a monthly or other periodic basis, Executive shall be governed by deemed to have attained the various plans as they are in effect from time to time. Notwithstanding the foregoing, earned FTO shall stop accruing and/or being earned age of 65 as of the Date of Termination for purposes of the normal retirement provisions of the SERP, and all contributions (ii) the Executive shall be deemed to have accumulated ten (10) years of continuous service on the Date of Termination for purposes of the benefit accrual provisions of the SERP, in addition to the Company's 401k and "cafeteria" benefit plan shall stop number of years of service already accumulated by the Executive as of the Date of Termination. (2) . In addition satisfaction of the Company's obligations under this paragraph 4(f), the Company shall purchase an annuity or similar instrument owned by the Executive and payable to the lump sum Executive (or the Executive's beneficiaries, as the case may be) which provides for payment of the monthly automobile allowance, for SERP retirement benefits consistent with the period payment provisions of thirty-six the SERP. Such annuity or other instrument shall be purchased and delivered to the Executive by the Company within thirty (3630) months following days after the Date of Termination the Employee shall be entitled to continue to receive reimbursement for items such as automobile maintenance, insurance and other auto-related expenses, including the use of a Company gasoline credit card, all in accordance with the Company's executive automobile allowance and reimbursement program as it is in effect immediately prior to the Change in ControlTermination; orand (cg) If during the next twelve (12) months following the first anniversary of the Change in Control, the Employee is terminated involuntarily by the Company other than for Cause, the Employee shall be entitled to receive all of the payments and benefits provided for in Sections 2(a) and 2(b) hereof, except that all references to "12 months" shall read "24 months". (i) In the event that any payment or benefit received or to be received by the Employee Executive in connection with a Change in Control of the Company or the termination of the Executive's employment, whether pursuant to the terms of this Agreement (the "Contract Payments") or of any other plan, arrangement or agreement with the Company (collectively, with the payments and benefits hereunder, "Total Payments") would not be deductible as employee compensation, in whole or in part, by the Company as the result of Section 280G of the Code, the Company shall pay to the Executive either of the following amounts as directed by the Executive by written notice to the Company (i) an amount equal to the payments and benefits due under this Agreement reduced until no portion of the Total Payments is not deductible, as the result of Section 280G of the Code, by reducing to the extent necessary the payments and benefits due under paragraph 3(a) hereof (the "Reduced Amount"); provided, however, that the Executive shall elect which payment and/or benefits shall be reduced and the amount of such reduction so long as, after such reduction, the aggregate present value of the Total Payments equals the Reduced Amount, or (ii) the payments and benefits due under this Agreement in accordance with the terms and conditions of this Agreement; it being the understanding and agreement of each of the Company and the Executive that, if the Executive makes the election under clause (ii) of this paragraph 4(g), the Executive shall be responsible to pay the amount of any federal, state and local income taxes and any excise tax imposed by Section 4999 of the Code on such payments and benefits due under paragraph 3(a) of this Agreement (the "Excise Tax"), that the Company shall have no obligation to pay to the Executive any additional payment for such Excise Tax, if any, and that the Executive shall have no liability or anyresponsibility to reimburse the Company for any losses incurred by the Company as a result of the Company's inability to deduct such payment, in whole or in part, as the result of Section 280G of the Code. For purposes of this limitation (A) no portion of the Total Payments, the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment, shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel selected by the Executive and acceptable to the Company's independent auditors, is not likely to constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Company's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. The Company and the Executive each shall reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for any Excise Tax with respect to the payments and benefits due under this Agreement. As promptly as practicable following such determination and the elections hereunder, the Company shall pay or distribute to or for the benefit of the Executive such payments and benefits as are then due to the Executive under this Agreement and shall promptly pay or distribute to or for the benefit of the Executive in the future such payments and benefits as become due to the Executive under this Agreement. In the event that an underpayment of payments and benefits due to the Executive under this Agreement occurs as a result of a miscalculation of the Total Payments as a "parachute payment" within the meaning of Section 280G of the Code, such underpayment shall be paid promptly by the Company to or for the benefit of the Executive, together with interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code. The Company shall pay or distribute to or for the benefit of the Executive such payments and benefits as are then due to the Executive under this Agreement even if the Company is unable to deduct any portion of such payment and benefits as the result of Section 280G of the Code.

Payments Upon Termination. If required pursuant Payments to Section 3(c) hereof, the Company will pay Employee upon termination shall be limited to the Employee as compensation for services renderedfollowing: (a) Not later If Employee is terminated due to (i) death pursuant to 15(a), (ii) Total Disability pursuant to Section 15(b), (iii) voluntary resignation pursuant to Section 15(c) other than for Good Reason, (iv) dissolution and liquidation of the 5th day after the Date Corporation pursuant to Section 15(d), or (v) for Cause pursuant to Section 15(e), Employee shall be entitled to all arrearages of Termination, the Employee's Base Salary through the Date of Termination, the amount of Termination plus any accrued annual incentive bonus earned but unused FTO or vacation time not paid prior to which the employee is entitled through the Date of TerminationTermination (collectively, and any amounts the “Accrued Obligations”) payable in accordance with the Corporation’s customary policies as in effect from time to time but shall not be paid entitled to the Employee pursuant to any deferred compensation plan; andfurther compensation. (b) If Employee is terminated by the Date of Termination is within twelve Corporation without Cause, or Employee terminates his employment for Good Reason, then, in exchange for Employee executing a full and final Release (12as defined in Section 16(c) months following a Change in Controlbelow), the Corporation shall pay to Employee shall also receive the following: (i) no later than ten all Accrued Obligations and (10ii) days after severance equal to the sum of (A) 12 months’ salary at the rate in effect on the date of termination (or, if the Employee has terminated his employment for Good Reason due to a reduction in Base Salary, his Base Salary prior to such Date of Terminationreduction), a lump sum payment plus (minus withholdings and other required deductionsB) of an amount equal to three (3) times the Employee's Base Salary, plus thirty-six (36) times the amount to which the Employee was then entitled immediately prior to the Change in Control ’s target annual bonus for the monthly automobile allowance; and (ii) no later than ten (10) days after such Date of Termination, an additional lump sum payment (minus with-holdings and other required deductions) of an amount equal to three (3) times the greater of (x) the bonus, if any, that was actually paid to the Employee for the year's results for the Company's fiscal year immediately preceding the year in which the Date of Termination occurs, (y) the percentage of maximum bonus otherwise payable pro-rated for the full fiscal year in which the Date of Termination occurs assuming performance relative to plan for the entirety portion of such fiscal year was the same as performance relative that elapsed prior to plan year to date as of the Date of Termination, or (z) the average bonus actually paid to the Employee for the five fiscal years immediately preceding the year which amount shall be payable in which the Date of Termination occurs (for the purpose of this Section 4(b)(ii), " bonus" shall include regular annual bonus payments, annual PIC bonus payments, annual super performance bonus payments and any other designated annual (as opposed to longequal bi-term) bonus payments); and (iii) commencing upon the Date of Termination: (1) All Other Benefits that were in effect and in which the Employee participated immediately prior to the Change in Control, for the weekly installments over a period of the earlier to occur of thirty-six (36) 12 months following the Date of Termination or in accordance with the Corporation’s regular payroll pay practices, with the first installment to be paid on the date that is 60 days following the Employee becomes eligible for benefits from a subsequent employer. The provisions and conditions covering these Other Benefits, including but not limited to the amount of any contributions to be made by the Employee on a monthly or other periodic basis, shall be governed by the various plans as they are in effect from time to time. Notwithstanding the foregoing, earned FTO shall stop accruing and/or being earned as of the Employee’s Date of Termination and all contributions the first such payment to the Company's 401k and "cafeteria" benefit plan shall stop as of include any unpaid amounts accrued from the Date of Termination. (2c) In addition Notwithstanding any provision to the lump sum payment of the monthly automobile allowancecontrary in this Agreement, for the period of thirty-six (36) months following the Date of Termination the Employee no amount shall be entitled paid pursuant to continue to receive reimbursement for items such as automobile maintenanceSection 16(b)(ii) above unless, insurance and other auto-related expenses, including the use of a Company gasoline credit card, all in accordance with the Company's executive automobile allowance and reimbursement program as it is in effect immediately on or prior to the Change in Control; or (c) If during the next twelve (12) months 60th day following the first anniversary date of the Change in ControlEmployee’s Date of Termination, the Employee is terminated involuntarily by the Company other than for Cause, the Employee shall be entitled to receive all an effective general release of the payments and benefits provided for in Sections 2(a) and 2(b) hereof, except that all references to "12 months" shall read "24 months". (i) In the event that any payment or benefit received or to be received by the Employee pursuant to the terms of this Agreement claims agreement (the "Contract Payments"“Release”) or of in substantially the form attached hereto as Exhibit B has been executed by Employee and remains effective on such date and any other plan, arrangement or agreement of the Company (or anyapplicable revocation period thereunder has expired.

Payments Upon Termination. If required pursuant to Section 3(cwithin three (3) hereofyears after a Change in Control of the Company, the Company shall terminate the Executive's employment other than by reason of the Executive's death, Disability or for Cause, or if the Executive shall terminate the Executive's employment for Good Reason, then (a) the Company will continue to pay to the Employee Executive, for a period of eighteen (18) months following the Date of Termination, as compensation for services rendered:rendered by the Executive on or before the Executive's Date of Termination, the Executive's Salary and Incentive Compensation (subject to any applicable payroll taxes or other taxes required to be withheld computed at the rate for supplemental payments) at the highest rate in effect during the twenty-four (24) month period ending on the date on which a Change in Control of the Company occurred; and (ab) Not later than the 5th day after for a period of eighteen (18) months following the Date of Termination, the EmployeeCompany shall provide, at the Company's Base Salary through expense, the Executive and the Executive's spouse and children with full benefits under any employee benefit plan or arrangement in which the Executive participated immediately prior to the date of a Change in Control, including, without limitation, any hospital, medical and dental insurance with substantially the same coverage and benefits as were provided to the Executive immediately prior to the date on which a Change in Control of the Company occurred; and (c) the Company will pay on the Date of Termination of the Executive as compensation for services rendered on or before the Executive's Date of Termination, in addition to the amounts set forth in paragraph 4(a) above, a sum equal to the greater of (i) all Incentive Compensation and other incentive awards due to the Executive immediately prior to the date on which a Change in Control of the Company occurred which are not yet paid and (ii) all Incentive Compensation and other incentive awards due to the Executive immediately prior to the Date of Termination which are not yet paid; and (d) for a period of eighteen (18) months following the Date of Termination, the amount Company shall provide to the Executive, at the Company's expense, the automobile (or a comparable automobile) or automobile allowance, as the case may be, provided by the Company to the Executive immediately prior to the date on which a Change in Control of the Company occurred and the Company shall reimburse the Executive any accrued and all expenses incurred by the Executive in connection with the use of such automobile during such eighteen month period to the extent that the Company reimburses generally other executives of comparable title and salary or subject to comparable performance criteria; and (e) subject to the limitations set forth herein, any restricted stock of the Company in the Executive's account as an officer of the Company and any stock options granted to the Executive on or prior to the Date of Termination which are not vested in the Executive as of the Date of Termination shall become immediately vested, and all such restrictions thereon (including, but unused FTO not limited to, any restrictions on the transferability of such stock), and any restrictions on any other restricted stock or vacation time stock options awarded to which the employee is entitled Executive through any plan, arrangement or contract of the Company on or before the Date of Termination, shall be null and void and of no further force and effect and the Company agrees to accelerate and make immediately exercisable in full all unmatured installments of all outstanding stock options to acquire stock of the Company which the Executive holds as of the Date of Termination; provided, however, that notwithstanding anything to the contrary contained in this Agreement, the Board hereby reserves the right and authority to amend, modify and eliminate the provisions of this Section 4(e), from time to time on or after the date of this Agreement, in whole or in part, including, without limitation, the right to modify, amend or eliminate the acceleration of vesting or exercisability of stock options and the lapsing of any restrictions thereon, in its sole discretion without the approval or consent of the Executive or any other person or entity, for the purposes of obtaining accounting treatment which is favorable or beneficial for, or in the interest of, the Company in connection with any business combination involving the Company or acquisition of any substantial portion of voting securities of the Company and, in the event that the Board determines, in its sole discretion, to so modify, amend or eliminate the provisions of this Section 4(e), the Executive hereby agrees that the Executive shall not, and hereby waives any right to, dispute, challenge or bring any claim, action or proceeding against the Company with respect to any action taken by or on behalf of the Company to so modify, amend or eliminate the provisions of this Section 4(e) and any amounts to be paid to such modification, amendment, or elimination of the Employee pursuant to provisions of this Section 4(e) shall not affect the validity or enforceability of any deferred compensation planother provisions of this Agreement, which such other provisions shall remain in full force and effect in accordance with the terms thereof; and (bf) If the Executive's retirement benefits in effect immediately prior to the date on which a Change in Control of the Company occurred under the Company's Supplemental Executive Retirement Plan, or any successor plan in effect on the date on which a Change in Control of the Company occurred (the SERP), shall become fully vested and nonforfeitable on the Date of Termination is within twelve (12) months following a Change in Control, the Employee shall also receive the following: and (i) no later than ten (10) days after such Date if the Executive has not attained the age of Termination, a lump sum payment (minus withholdings and other required deductions) of an amount equal to three (3) times the Employee's Base Salary, plus thirty-six (36) times the amount to which the Employee was then entitled immediately prior to the Change in Control for the monthly automobile allowance; and (ii) no later than ten (10) days after such Date of Termination, an additional lump sum payment (minus with-holdings and other required deductions) of an amount equal to three (3) times the greater of (x) the bonus, if any, that was actually paid to the Employee for the year's results for the Company's fiscal year immediately preceding the year in which the Date of Termination occurs, (y) the percentage of maximum bonus otherwise payable for the full fiscal year in which the Date of Termination occurs assuming performance relative to plan for the entirety of such fiscal year was the same as performance relative to plan year to date 65 as of the Date of Termination, or (z) the average bonus actually paid to the Employee for the five fiscal years immediately preceding the year in which the Date of Termination occurs (for the purpose of this Section 4(b)(ii), " bonus" shall include regular annual bonus payments, annual PIC bonus payments, annual super performance bonus payments and any other designated annual (as opposed to long-term) bonus payments); and (iii) commencing upon the Date of Termination: (1) All Other Benefits that were in effect and in which the Employee participated immediately prior to the Change in Control, for the period of the earlier to occur of thirty-six (36) months following the Date of Termination or the date the Employee becomes eligible for benefits from a subsequent employer. The provisions and conditions covering these Other Benefits, including but not limited to the amount of any contributions to be made by the Employee on a monthly or other periodic basis, Executive shall be governed by deemed to have attained the various plans as they are in effect from time to time. Notwithstanding the foregoing, earned FTO shall stop accruing and/or being earned age of 65 as of the Date of Termination for purposes of the normal retirement provisions of the SERP, and all contributions (ii) the Executive shall be deemed to have accumulated ten (10) years of continuous service on the Date of Termination for purposes of the benefit accrual provisions of the SERP, in addition to the Company's 401k and "cafeteria" benefit plan shall stop number of years of service already accumulated by the Executive as of the Date of Termination. (2) . In addition satisfaction of the Company's obligations under this paragraph 4(f), the Company shall purchase an annuity or similar instrument owned by the Executive and payable to the lump sum Executive (or the Executive's beneficiaries, as the case may be) which provides for payment of the monthly automobile allowance, for SERP retirement benefits consistent with the period payment provisions of thirty-six the SERP. Such annuity or other instrument shall be purchased and delivered to the Executive by the Company within thirty (3630) months following days after the Date of Termination the Employee shall be entitled to continue to receive reimbursement for items such as automobile maintenance, insurance and other auto-related expenses, including the use of a Company gasoline credit card, all in accordance with the Company's executive automobile allowance and reimbursement program as it is in effect immediately prior to the Change in ControlTermination; orand (cg) If during the next twelve (12) months following the first anniversary of the Change in Control, the Employee is terminated involuntarily by the Company other than for Cause, the Employee shall be entitled to receive all of the payments and benefits provided for in Sections 2(a) and 2(b) hereof, except that all references to "12 months" shall read "24 months". (i) In the event that any payment or benefit received or to be received by the Employee Executive in connection with a Change in Control of the Company or the termination of the Executive's employment, whether pursuant to the terms of this Agreement (the "Contract Payments") or of any other plan, arrangement or agreement with the Company (collectively, with the payments and benefits hereunder, "Total Payments") would not be deductible as employee compensation, in whole or in part, by the Company as the result of Section 280G of the Code, the Company shall pay to the Executive either of the following amounts as directed by the Executive by written notice to the Company (i) an amount equal to the payments and benefits due under this Agreement reduced until no portion of the Total Payments is not deductible, as the result of Section 280G of the Code, by reducing to the extent necessary the payments and benefits due under paragraph 3(a) hereof (the "Reduced Amount"); provided, however, that the Executive shall elect which payment and/or benefits shall be reduced and the amount of such reduction so long as, after such reduction, the aggregate present value of the Total Payments equals the Reduced Amount, or (ii) the payments and benefits due under this Agreement in accordance with the terms and conditions of this Agreement; it being the understanding and agreement of each of the Company and the Executive that, if the Executive makes the election under clause (ii) of this paragraph 4(g), the Executive shall be responsible to pay the amount of any federal, state and local income taxes and any excise tax imposed by Section 4999 of the Code on such payments and benefits due under paragraph 3(a) of this Agreement (the Excise Tax), that the Company shall have no obligation to pay to the Executive any additional payment for such Excise Tax, if any, and that the Executive shall have no liability or anyresponsibility to reimburse the Company for any losses incurred by the Company as a result of the Company's inability to deduct such payment, in whole or in part, as the result of Section 280G of the Code. For purposes of this limitation (A) no portion of the Total Payments, the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment, shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel selected by the Executive and acceptable to the Company's independent auditors, is not likely to constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Company's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. The Company and the Executive each shall reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for any Excise Tax with respect to the payments and benefits due under this Agreement. As promptly as practicable following such determination and the elections hereunder, the Company shall pay or distribute to or for the benefit of the Executive such payments and benefits as are then due to the Executive under this Agreement and shall promptly pay or distribute to or for the benefit of the Executive in the future such payments and benefits as become due to the Executive under this Agreement. In the event that an underpayment of payments and benefits due to the Executive under this Agreement occurs as a result of a miscalculation of the Total Payments as a "parachute payment" within the meaning of Section 280G of the Code, such underpayment shall be paid promptly by the Company to or for the benefit of the Executive, together with interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code. The Company shall pay or distribute to or for the benefit of the Executive such payments and benefits as are then due to the Executive under this Agreement even if the Company is unable to deduct any portion of such payment and benefits as the result of Section 280G of the Code.

Payments Upon Termination. If required pursuant to Section 3(c(a) hereofUpon your separation from employment with the Company for any reason, as soon as reasonably practicable following the Date of Termination and in no event later than thirty (30) days thereafter, the Company will pay to the Employee as compensation for services rendered: you a lump sum cash payment consisting of (ai) Not later than the 5th day after the Date of Termination, the Employee's any Base Salary earned but unpaid through the Date of Termination, (ii) any unpaid annual cash incentive award earned by you and awarded by the amount Board (or a committee thereof) for a completed fiscal year (with any portion of such incentive award that was previously deferred to be paid in accordance with the applicable deferral arrangement and any accrued but unused FTO or vacation time to which the employee is entitled election thereunder) and (iii) any unreimbursed business expenses incurred through the Date of Termination, and any amounts Termination that are subject to be paid reimbursement pursuant to the Employee pursuant to any deferred compensation plan; andCompany’s policies (collectively, the “Accrued Obligations”). (b) If the Date Company terminates your employment other than for Cause and other than by reason of Termination is within twelve (12) months following a Change your death or Disability, or you resign your employment for Good Reason, then, in Controladdition to the Accrued Obligations, the Employee shall also receive Company will pay or provide to you the following: (i) no later than ten (10) days after such Date of Termination, a lump sum payment (minus withholdings and other required deductions) of an amount equal to three one and one-half (31.5) times (or, alternatively, two (2) times if the Employee's Base Salary, plus thirty-Date of Termination occurs upon or within six (366) times months following a Change of Control) the amount to which the Employee was then entitled immediately prior to the Change in Control for the monthly automobile allowance; and (ii) no later than ten (10) days after such Date of Termination, an additional lump sum payment (minus with-holdings and other required deductions) of an amount equal to three (3) times the greater of (x) the bonusBase Salary plus (y) the Target Bonus, in each case as in effect as of the Date of Termination, payable in substantially equal installments over eighteen (18) months (or, alternatively, twenty-four (24) months if any, that was actually paid to the Employee for the year's results for the Company's fiscal year immediately preceding the year in which the Date of Termination occursoccurs upon or within six (6) months following a Change of Control); (ii) for eighteen (18) months (or, alternatively, twenty-four (y24) months if such termination occurs upon or within six months following a Change of Control) or, if earlier, until you commence employment with a successor employer, a monthly cash payment equal to the percentage monthly premium under the Consolidated Omnibus Reconciliation Act of maximum bonus otherwise payable 1985 (“COBRA”) in effect a of the Date of Termination for the full level of coverage in effect for you under the Company’s group health plan, provided that you are eligible for and timely elect COBRA continuation coverage; (iii) an annual cash incentive award for the fiscal year in which the Date of Termination occurs assuming performance relative to plan for based upon the entirety period of time elapsed during such fiscal year was the same as performance relative prior to plan year to date as of the Date of Termination, or (z) the average bonus actually paid to the Employee for the five fiscal years immediately preceding the year in which the Date of Termination occurs (for calculated based on the purpose actual achievement of this Section 4(b)(iiapplicable performance metrics), " bonus" shall include regular annual bonus payments, annual PIC bonus payments, annual super performance bonus payments and any other designated annual (as opposed to long-term) bonus payments); and (iii) commencing upon the Date of Termination: (1) All Other Benefits that were in effect and in which the Employee participated immediately prior to the Change in Control, for the period of the earlier to occur of thirty-six (36) months following the Date of Termination or the date the Employee becomes eligible for benefits from a subsequent employer. The provisions and conditions covering these Other Benefits, including but not limited to the amount of any contributions to be made by the Employee prorated based on a monthly or other periodic basisfraction, shall be governed by the various plans as they are numerator of which is the number of days in effect from time to time. Notwithstanding the foregoing, earned FTO shall stop accruing and/or being earned as of such year through the Date of Termination and all contributions the denominator of which is the total number of days in the fiscal year, paid in a cash lump sum at the time performance bonuses in respect of such year are paid to the Company's 401k and "cafeteria" benefit plan shall stop employees generally; and (iv) your unvested Time-Vested Units will continue to vest as of if your employment had continued for an additional eighteen (18) months following the Date of Termination. (2c) In addition If your employment with the Company Group is terminated by reason of your death or Disability, all of your unvested Time-Vested Units will accelerate and vest upon the Date of Termination. (d) The payments and benefits provided under this Section 11 (other than the Accrued Obligations) are subject to your (or your estate’s in the lump sum payment event of your death or your duly appointed attorney-in-fact, if applicable, in the monthly automobile allowanceevent of your Disability) (i) execution, for delivery and non-revocation of a release of claims within the period of thirty-six (36) months following after the Date of Termination specified therein, with such release in a form reasonably acceptable to the Employee shall be entitled to continue to receive reimbursement for items such as automobile maintenance, insurance Company and other auto-related expenses, including the use of a Company gasoline credit card, all in accordance (ii) continued compliance with the Company's executive automobile allowance and reimbursement program as it is covenants in effect immediately prior to the Change in Control; or (c) If during the next twelve (12) months following the first anniversary of the Change in Control, the Employee is terminated involuntarily by the Company other than for Cause, the Employee shall be entitled to receive all of the payments and benefits provided for in Sections 2(a) and 2(b) hereof, except that all references to "12 months" shall read "24 months"Proprietary Interests Protection Agreement. (i) In the event that any payment or benefit received or to be received by the Employee pursuant to the terms of this Agreement (the "Contract Payments") or of any other plan, arrangement or agreement of the Company (or any

Payments Upon Termination. (a) If required pursuant to Section 3(cthe Executive's employment hereunder terminates by reason of: (i) hereofresignation by the Executive without Good Reason (as defined below) or abandonment by the Executive of his employment, (ii) Termination by the Company will For Cause (as defined below), or (iii) the Executive's death or Disability (as defined below), then the Company shall pay to the Employee Executive or his beneficiary or his estate, as compensation for services rendered: (a) Not later than the 5th day after the Date of Terminationcase may be, the Employee's his Base Salary through the Date of Termination, the amount of any accrued but unused FTO or vacation time to which the employee is entitled through the Date of Termination, and any amounts to be paid to the Employee pursuant to any deferred compensation plan; andTermination Date. (b) If the Date Executive's employment hereunder terminates on or before the expiration of Termination is within twelve the Initial Employment Period (12the "Initial Employment Period" hereunder being the period from January 1, 1997 through December 31, 1999) months following a Change in Control, the Employee shall also receive the following: by reason of: (i) no later termination by the Company other than ten Termination by the Company For Cause, or (10ii) days resignation by the Executive for Good Reason, then the Company shall pay to the Executive in 24 equal monthly installments after such the Termination Date of Termination, a lump sum payment (minus withholdings and other required deductions) of an amount equal to three 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) times the Employee's Base Salary, plus thirty-six (36) times the amount to which the Employee was then entitled immediately prior to the Change in Control for the monthly automobile allowance; and (ii) no later than ten (10) days after such Date of Termination, an additional lump sum payment (minus with-holdings and other required deductions) of an amount equal to three (3A) times the greater of (xI) 65 percent of the Executive's Base Salary as of the Termination Date, or (II) the bonus, if any, that was actually paid to amount of the Employee Executive's actual annual Bonus Award for the year's results for the Company's fiscal year immediately preceding the year in which the Date of Termination occursDate, (yB) multiplied by a fraction, (I) the percentage numerator of maximum bonus otherwise payable for which shall be the actual number of full fiscal year in which weeks between the Date of Termination occurs assuming performance relative to plan for the entirety start of such fiscal year was and the same as performance relative 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 plan year him for such fiscal year. (c) 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 for Good Reason, or (iii) expiration of the Employment Period, then the Company shall pay to date 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 Date of TerminationTermination Date, or plus (z2) one and one-half multiplied by the average bonus actually of the annual Bonus Awards paid to the Employee Executive for the five three fiscal years immediately preceding the year in which Termination Date (or, if annual Bonus Awards have been paid to the Date 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 occurs Date, or (II) the amount of the Executive's actual annual Bonus Award for the purpose 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 4(b)(ii6, if the Executive's employment hereunder is terminated by the Company following a Change of Control (as defined below), " bonusor if the Executive elects to resign his employment with the Company for any reason within 180 days after the effective date of a Change of Control, then the Company shall pay to the Executive 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 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 the Change of Control (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, 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 include regular annual bonus paymentsmean the Executive's employment termination for: (i) a persistent failure by the Executive to perform the duties and responsibilities of his employment hereunder, annual PIC bonus payments, annual super performance bonus payments which failure is willful and any other designated annual 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; (as opposed ii) an act or acts of dishonesty undertaken by the Executive and intended to long-term) bonus payments)result in substantial gain or personal enrichment of the Executive at the expense of the Company; and (iii) commencing upon unlawful conduct or gross misconduct that is willful and deliberate on the Date of Termination: (1) All Other Benefits that were Executive's part and that, in effect and in which the Employee participated immediately prior to the Change in Controleither event, for the period of the earlier to occur of thirty-six (36) months following the Date of Termination or the date the Employee becomes eligible for benefits from a subsequent employer. The provisions and conditions covering these Other Benefits, including but not limited to the amount of any contributions to be made by the Employee on a monthly or other periodic basis, shall be governed by the various plans as they are in effect from time to time. Notwithstanding the foregoing, earned FTO shall stop accruing and/or being earned as of the Date of Termination and all contributions is materially injurious to the Company's 401k and "cafeteria" benefit plan shall stop as ; or (iv) the conviction of the Date Executive of Termination. 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) In addition to the lump sum payment of the monthly automobile allowanceSecurities Exchange Act of 1934, for the period of thirty-six (36) months following the Date of Termination the Employee shall be entitled to continue to receive reimbursement for items such as automobile maintenance, insurance and other auto-related expenses, including the use of a Company gasoline credit card, all in accordance with the Company's executive automobile allowance and reimbursement program as it is in effect immediately prior to the Change in Control; or (c) If during the next twelve (12) months following the first anniversary of the Change in Control, the Employee is terminated involuntarily by the Company other than for Cause, the Employee shall be entitled to receive all of the payments and benefits provided for in Sections 2(a) and 2(b) hereof, except that all references to "12 months" shall read "24 months". (i) In the event that any payment or benefit received or to be received by the Employee pursuant to the terms of this Agreement amended (the "Contract PaymentsExchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20 percent or more of any other plan, arrangement or agreement either (A) the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or any(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 (C) of Section 6 (g)(iii) hereof; or (ii) Individuals who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any 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 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 behalf of 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 to such Business Combination beneficially own, 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 proportions as their ownership, immediately prior to such Business 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 (C) 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.

Payments Upon Termination. If required pursuant to Section 3(c) hereof, the Company will pay to the Employee as compensation for services rendered: (a) Not later than the 5th day after the Date of Termination, the Employee's Base Salary through the Date of Termination, the amount of any accrued but unused FTO or vacation time to which the employee is entitled through the Date of Termination, and any amounts to be paid to the Employee pursuant to any deferred compensation plan; and (b) If the Date of Termination is within twelve (12) months following a Change in Control, the Employee shall also receive the following: (i) no later than ten (10) days after such Date of Termination, a lump sum payment (minus withholdings and other required deductions) of an amount equal to three (3) times the Employee's Base Salary, plus thirty-six (36) times the amount to which the Employee was then entitled immediately prior to the Change in Control for the monthly automobile allowance; and (ii) no later than ten (10) days after such Date of Termination, an additional lump sum payment (minus with-holdings and other required deductions) of an amount equal to three (3) times the greater of (x) the bonus, if any, that was actually paid to the Employee for the year's results for the Company's fiscal year immediately preceding the year in which the Date of Termination occurs, (y) the percentage of maximum bonus otherwise payable for the full fiscal year in which the Date of Termination occurs assuming performance relative to plan for the entirety of such fiscal year was the same as performance relative to plan year to date as of the Date of Termination, or (z) the average bonus actually paid to the Employee for the five fiscal years immediately preceding the year in which the Date of Termination occurs (for the purpose of this Section 4(b)(ii), " bonus" shall include regular annual bonus payments, annual PIC bonus payments, annual super performance bonus payments and any other designated annual (as opposed to long-term) bonus payments); and (iii) commencing upon the Date of Termination: (1) All Other Benefits that were in effect and in which the Employee participated immediately prior to the Change in Control, for the period of the earlier to occur of thirty-six (36) months following the Date of Termination or the date the Employee becomes eligible for benefits from a subsequent employer. The provisions and conditions covering these Other Benefits, including but not limited to the amount of any contributions to be made by the Employee on a monthly or other periodic basis, shall be governed by the various plans as they are in effect from time to time. Notwithstanding the foregoing, earned FTO shall stop accruing and/or being earned as of the Date of Termination and all contributions to the Company's 401k and "cafeteria" benefit plan shall stop as of the Date of Termination. (2) In addition to the lump sum payment of the monthly automobile allowance, for the period of thirty-six (36) months following the Date of Termination the Employee shall be entitled to continue to receive reimbursement for items such as automobile maintenance, insurance and other auto-related expenses, including the use of a Company gasoline credit card, all in accordance with the Company's executive automobile allowance and reimbursement program as it is in effect immediately prior to the Change in Control; or (c) If during the next twelve (12) months following the first anniversary of the Change in Control, the Employee is terminated involuntarily by the Company other than for Cause, the Employee shall be entitled to receive all of the payments and benefits provided for in Sections 2(a) and 2(b) hereof, except that all references to "12 months" shall read "24 months". (i) In the event that any payment or benefit received or to be received by the Employee pursuant to the terms of this Agreement (the "Contract Payments") or of any other plan, arrangement or agreement of the Company (or anyany affiliate) ("Other Payments" and, together with the Contract Payments, the

Payments Upon Termination. If required pursuant Payments to Section 3(c) hereof, the Company will pay Employee upon termination shall be limited to the Employee as compensation for services renderedfollowing: (a) Not later If Employee is terminated due to (i) death pursuant to 15(a), (ii) Total Disability pursuant to Section 15(b), (iii) voluntary resignation pursuant to Section 15(c) other than for Good Reason, (iv) dissolution and liquidation of the 5th day after Corporation pursuant to Section 15(d), or (v) for Cause pursuant to Section 15(e), or (vi) Upon Expiration of Employment Period following notice by the Date Employee of Terminationhis election not to renew the Employment Period, the Employee's Employee shall be entitled to all arrearages of Base Salary and unused vacation accrued through the Date of Termination, payable in accordance with the amount of any accrued but unused FTO or vacation Corporation’s customary policies as in effect from time to time, plus, to the extent not previously paid, any annual incentive bonus earned but not paid prior to the Date of Termination for any previously completed calendar year, payable in a lump sum payment on the date on which annual bonuses for the calendar year in which the employee Termination Date occurs are paid to the Corporation’s executive officers generally, but in all events such payment shall be made between January 1 and March 15 of the calendar year in which the Termination Date occurs (collectively, the “Accrued Obligations”), but shall not be entitled to further compensation. (b) If Employee is entitled through terminated (i) by the Corporation without Cause, or (ii) Employee terminates his employment for Good Reason, or (iii) Upon Expiration of Employment Period following notice by the Corporation of its election not to renew the Employment Period, then, in exchange for Employee executing a full and final Release (as defined in Section 16(c) below), the Corporation shall pay to Employee (i) all Accrued Obligations and (ii) severance equal to the sum of (A) 12 months’ salary at the rate in effect on the date of termination (or, if the Employee has terminated his employment for Good Reason due to a reduction in Base Salary, his Base Salary prior to such reduction), payable in equal bi-weekly installments over a period of 12 months following the Date of Termination in accordance with the Corporation’s regular payroll pay practices, with the first installment to be paid on the date that is 60 days following the Employee’s Date of Termination and the first such payment to include any unpaid amounts accrued from the Date of Termination, and any amounts to be paid to the Employee pursuant to any deferred compensation plan; and plus (b) If the Date of Termination is within twelve (12) months following a Change in ControlB), the Employee shall also receive the following: (i) no later than ten (10) days after such Date of Termination, a lump sum payment (minus withholdings and other required deductions) of an amount equal to three (3) times the Employee's Base Salary, plus thirty-six (36) times the amount to which the Employee was then entitled immediately prior to the Change in Control ’s annual bonus for the monthly automobile allowance; and (ii) no later than ten (10) days after such Date of Termination, an additional lump sum payment (minus with-holdings and other required deductions) of an amount equal to three (3) times the greater of (x) the bonus, if any, that was actually paid to the Employee for the year's results for the Company's fiscal year immediately preceding the year in which the Date of Termination occurs, (y) the percentage of maximum bonus otherwise payable pro-rated for the full fiscal year in which the Date of Termination occurs assuming performance relative to plan for the entirety portion of such fiscal year was the same as performance relative that elapsed prior to plan year to date as of the Date of Termination, which amount shall be determined by the Board or (z) the average Compensation Committee thereof based on the Corporation’s performance for such calendar year and in accordance with the terms of the applicable bonus actually paid to program for such calendar year, payable in a lump sum payment on the Employee date on which annual bonuses for the five fiscal years immediately preceding the calendar year in which the Termination Date occurs are paid to the Corporation’s executive officers generally, but in all events such payment shall be made between January 1 and March 15 of Termination occurs (for the purpose of this Section 4(b)(ii), " bonus" shall include regular annual bonus payments, annual PIC bonus payments, annual super performance bonus payments and any other designated annual (as opposed to long-term) bonus payments); and (iii) commencing upon calendar year following the Date of Termination: (1) All Other Benefits that were in effect and calendar year in which the Employee participated immediately prior to the Change in Control, for the period of the earlier to occur of thirty-six (36) months following the Termination Date of Termination or the date the Employee becomes eligible for benefits from a subsequent employer. The provisions and conditions covering these Other Benefits, including but not limited to the amount of any contributions to be made by the Employee on a monthly or other periodic basis, shall be governed by the various plans as they are in effect from time to time. Notwithstanding the foregoing, earned FTO shall stop accruing and/or being earned as of the Date of Termination and all contributions to the Company's 401k and "cafeteria" benefit plan shall stop as of the Date of Terminationoccurs. (2) In addition to the lump sum payment of the monthly automobile allowance, for the period of thirty-six (36) months following the Date of Termination the Employee shall be entitled to continue to receive reimbursement for items such as automobile maintenance, insurance and other auto-related expenses, including the use of a Company gasoline credit card, all in accordance with the Company's executive automobile allowance and reimbursement program as it is in effect immediately prior to the Change in Control; or (c) If during Notwithstanding any provision to the next twelve (12contrary in this Agreement, no amount shall be paid pursuant to Section 16(b)(ii) months above unless, on or prior to the 60th day following the first anniversary date of the Change in ControlEmployee’s Date of Termination, the Employee is terminated involuntarily by the Company other than for Cause, the Employee shall be entitled to receive all an effective general release of the payments and benefits provided for in Sections 2(a) and 2(b) hereof, except that all references to "12 months" shall read "24 months". (i) In the event that any payment or benefit received or to be received by the Employee pursuant to the terms of this Agreement claims agreement (the "Contract Payments"“Release”) or of in substantially the form attached hereto as Exhibit B has been executed by Employee and remains effective on such date and any other plan, arrangement or agreement of the Company (or anyapplicable revocation period thereunder has expired.

Payments Upon Termination. If required pursuant Payments to Section 3(c) hereof, the Company will pay Employee upon termination shall be limited to the Employee as compensation for services renderedfollowing: (a) Not later If Employee is terminated due to (i) death pursuant to 15(a), (ii) Total Disability pursuant to Section 15(b), (iii) voluntary resignation pursuant to Section 15(c) other than for Good Reason, (iv) dissolution and liquidation of the 5th day after the Date Corporation pursuant to Section 15(d), or (v) for Cause pursuant to Section 15(e), Employee shall be entitled to all arrearages of Termination, the Employee's Base Salary through the Date of Termination, the amount of Termination plus any accrued annual incentive bonus earned but unused FTO or vacation time not paid prior to which the employee is entitled through the Date of TerminationTermination (collectively, and any amounts the “Accrued Obligations”) payable in accordance with the Corporation’s customary policies as in effect from time to time but shall not be paid entitled to the Employee pursuant to any deferred compensation plan; andfurther compensation. (b) If Employee is terminated by the Date of Termination is within twelve Corporation without Cause, or Employee terminates his employment for Good Reason, then, in exchange for Employee executing a full and final Release (12as defined in Section 16(c) months following a Change in Controlbelow), the Corporation shall pay to Employee shall also receive the following: (i) no later than ten all Accrued Obligations and (10ii) days after severance equal to the sum of (A) 12 months’ salary at the rate in effect on the date of termination (or, if the Employee has terminated his employment for Good Reason due to a reduction in Base Salary, his Base Salary prior to such Date of Terminationreduction), a lump sum payment plus (minus withholdings and other required deductionsB) of an amount equal to three (3) times the Employee's Base Salary, plus thirty-six (36) times the amount to which the Employee was then entitled immediately prior to the Change in Control ’s target annual bonus for the monthly automobile allowance; and (ii) no later than ten (10) days after such Date of Termination, an additional lump sum payment (minus with-holdings and other required deductions) of an amount equal to three (3) times the greater of (x) the bonus, if any, that was actually paid to the Employee for the year's results for the Company's fiscal year immediately preceding the year in which the Date of Termination occurs, (y) the percentage of maximum bonus otherwise payable pro-rated for the full fiscal portion of such year in which that elapsed prior to the Date of Termination (provided that, in the event Employee’s termination without Cause or resignation for Good Reason occurs assuming performance relative to plan for following a Change in Control (as such term is defined in the entirety of such fiscal year was Corporation’s 2011 Incentive Award Plan as in effect on the same as performance relative to plan year to date as of the Date of Termination, or (z) the average bonus actually paid to the Employee for the five fiscal years immediately preceding the year in which the Date of Termination occurs (for the purpose of this Section 4(b)(iiAgreement), " bonus" such bonus shall include regular annual bonus paymentsnot be pro-rated), annual PIC bonus payments, annual super performance bonus payments and any other designated annual (as opposed to longwhich amount shall be payable in equal bi-term) bonus payments); and (iii) commencing upon the Date of Termination: (1) All Other Benefits that were in effect and in which the Employee participated immediately prior to the Change in Control, for the weekly installments over a period of the earlier to occur of thirty-six (36) 12 months following the Date of Termination or in accordance with the Corporation’s regular payroll pay practices, with the first installment to be paid on the date that is 60 days following the Employee becomes eligible for benefits from a subsequent employer. The provisions and conditions covering these Other Benefits, including but not limited to the amount of any contributions to be made by the Employee on a monthly or other periodic basis, shall be governed by the various plans as they are in effect from time to time. Notwithstanding the foregoing, earned FTO shall stop accruing and/or being earned as of the Employee’s Date of Termination and all contributions the first such payment to the Company's 401k and "cafeteria" benefit plan shall stop as of include any unpaid amounts accrued from the Date of Termination. (2c) In addition Notwithstanding any provision to the lump sum payment of the monthly automobile allowancecontrary in this Agreement, for the period of thirty-six (36) months following the Date of Termination the Employee no amount shall be entitled paid pursuant to continue to receive reimbursement for items such as automobile maintenanceSection 16(b)(ii) above unless, insurance and other auto-related expenses, including the use of a Company gasoline credit card, all in accordance with the Company's executive automobile allowance and reimbursement program as it is in effect immediately on or prior to the Change in Control; or (c) If during the next twelve (12) months 60th day following the first anniversary date of the Change in ControlEmployee’s Date of Termination, the Employee is terminated involuntarily by the Company other than for Cause, the Employee shall be entitled to receive all an effective general release of the payments and benefits provided for in Sections 2(a) and 2(b) hereof, except that all references to "12 months" shall read "24 months". (i) In the event that any payment or benefit received or to be received by the Employee pursuant to the terms of this Agreement claims agreement (the "Contract Payments"“Release”) or of in substantially the form attached hereto as Exhibit B has been executed by Employee and remains effective on such date and any other plan, arrangement or agreement of the Company (or anyapplicable revocation period thereunder has expired.

Payments Upon Termination. If required pursuant Provided that the employment of Employee is not terminated by the Company for Cause (as defined in that certain Change of Control Severance Agreement dated as of October 10, 2008 by and between Employee and the Company (the “COC Agreement”)) or by Employee for any reason prior to Section 3(cthe Termination Date, then in addition to the Accrued Benefits, subject to (1) hereofEmployee’s execution and delivery to the Company of a signed general release of claims in favor of the Company, in substantially the form attached hereto as Exhibit A (the “Release”) and (2) Employee’s execution and delivery to the Company of a signed consulting agreement in substantially the form attached hereto as Exhibit B (the “Consulting Agreement”), the Company will pay provide Employee with the following benefits (collectively, the “Termination Benefits”): (i) A lump sum payment of $90,000 (an amount equal to 4.5/12 of Employee’s current base salary of $240,000), payable not later than seven (7) days following the Termination Date or Separation Date (to the extent that the employment of Employee was not terminated by the Company for Cause or by Employee for any reason prior to the Termination Date), as applicable, provided the Release is effective at such time; (ii) A payment equal to the amount Employee would have received under the Company’s 2010 Executive Bonus Plan (the “Bonus Plan”) had Employee been employed with the Company on the date bonuses are paid under the Bonus Plan, payable within two weeks of the date bonuses are paid under the Bonus Plan, but in no event later than March 15, 2011; (iii) Provided Employee timely elects COBRA continuation coverage, the Company shall reimburse Employee for applicable COBRA premiums for a period of ten (10) months, or if earlier, until the date Employee becomes covered under the group health plan of another employer; (iv) The post-termination exercise period applicable to vested Company Options held by Employee as compensation of the Termination Date or Separation Date (to the extent that the employment of Employee was not terminated by the Company for services rendered: (a) Not later than Cause or by Employee for any reason prior to the 5th day after the Date of TerminationTermination Date), the Employee's Base Salary through the Date of Terminationas applicable, the amount of any accrued but unused FTO or vacation time shall be extended to which the employee is entitled through the Date of TerminationAugust 15, and any amounts 2011; however options intended to be paid to the incentive stock options so held by Employee pursuant to any deferred compensation planshall become nonstatutory stock options as a result of such extension; and (bv) If Subject to a review by the Date of Termination is within twelve (12) months following a Change in ControlCompany’s Information Technology department for Company confidential proprietary information, the Employee shall also receive retain the following: laptop computer and iPhone (iincluding iPhone phone number) no later than ten (10) days after such Date of Termination, a lump sum payment (minus withholdings and other required deductions) of an amount equal previously provided to three (3) times the Employee's Base Salary, plus thirty-six (36) times the amount to which the Employee was then entitled immediately prior to the Change in Control for the monthly automobile allowance; and (ii) no later than ten (10) days after such Date of Termination, an additional lump sum payment (minus with-holdings and other required deductions) of an amount equal to three (3) times the greater of (x) the bonus, if any, that was actually paid to the Employee for the year's results for by the Company's fiscal year immediately preceding the year in which the Date of Termination occurs, (y) the percentage of maximum bonus otherwise payable for the full fiscal year in which the Date of Termination occurs assuming performance relative to plan for the entirety of such fiscal year was the same as performance relative to plan year to date as of the Date of Termination, or (z) the average bonus actually paid to the Employee for the five fiscal years immediately preceding the year in which the Date of Termination occurs (for the purpose of this Section 4(b)(ii), " bonus" shall include regular annual bonus payments, annual PIC bonus payments, annual super performance bonus payments and any other designated annual (as opposed to long-term) bonus payments); and (iii) commencing upon the Date of Termination: (1) All Other Benefits that were in effect and in which the Employee participated immediately prior to the Change in Control, for the period of the earlier to occur of thirty-six (36) months following the Date of Termination or the date the Employee becomes eligible for benefits from a subsequent employer. The provisions and conditions covering these Other Benefits, including but not limited to the amount of any contributions to be made by the Employee on a monthly or other periodic basis, shall be governed by the various plans as they are in effect from time to time. Notwithstanding the foregoing, earned FTO shall stop accruing and/or it being earned as of the Date of Termination and all contributions to the Company's 401k and "cafeteria" benefit plan shall stop as of the Date of Termination. (2) In addition to the lump sum payment of the monthly automobile allowance, for the period of thirty-six (36) months following the Date of Termination the Employee shall be entitled to continue to receive reimbursement for items such as automobile maintenance, insurance and other auto-related expenses, including the use of a Company gasoline credit card, all in accordance with the Company's executive automobile allowance and reimbursement program as it is in effect immediately prior to the Change in Control; or (c) If during the next twelve (12) months following the first anniversary of the Change in Control, the Employee is terminated involuntarily by the Company other than for Cause, the Employee shall be entitled to receive all of the payments and benefits provided for in Sections 2(a) and 2(b) hereof, except that all references to "12 months" shall read "24 months". (i) In the event understood that any payment or benefit received or to be received by the Employee pursuant to the terms of this Agreement (the "Contract Payments") or of any other plan, arrangement or agreement proprietary information that may remain on such laptop computer and iPhone shall remain confidential information of the Company and remain subject to the Proprietary Information and Inventions Agreement between Employee and the Company (or anythe “PIIA”).

Payments Upon Termination. (i) If required pursuant the Executive's employment is terminated at any time during the Employment Period (i) by the Bank for a reason other than Cause, (ii) due to Section 3(cthe , Total Disability or death of the Executive, or (iii) hereofby Executive for Good Reason, the Company will Bank shall pay to to, or provide for, as the Employee case may be, the Executive, at the times otherwise provided in this Agreement as compensation for services renderedif the Executive had not been terminated: (aA) Not later than the 5th day after the Date of Termination, the Employee's Base an amount equal to (i) Executive’s Salary as accrued through the Date date of Termination, the amount of any accrued but unused FTO or vacation time to which the employee is entitled through the Date of Termination, termination and any amounts to be paid to the Employee pursuant to any deferred compensation plan; and (b) If the Date of Termination is within for twelve (12) months following thereafter (the “Severance Period”), plus (ii) Executive’s accrued but unused PTO through the date of termination, plus (iii) a Change in Controlbonus equal to the average of the bonuses paid to Executive for the two years prior to termination (or to the extent termination occurs prior to the determination of bonuses for fiscal 2016, equal to the Employee bonus paid to Executive for fiscal year 2015). Such amount shall also receive be payable, at the following: (i) no later than ten (10) days after such Date of TerminationBank's option, as a lump sum payment (minus withholdings and other required deductions) of an amount or in equal to three (3) times the Employee's Base Salary, plus thirtybi-six (36) times the amount to which the Employee was then entitled immediately prior to the Change weekly installments during such period in Control for the monthly automobile allowanceaccordance with existing payroll policies; and (ii) no later than ten (10) days after such Date of Termination, an additional lump sum payment (minus with-holdings and other required deductions) of an amount equal to three (3) times the greater of (xB) the bonus, sickness and health insurance programs to which Executive would have been entitled under this Agreement if any, that was actually paid to Executive had remained in the Employee employ of the Bank for the year's results for Severance Period, specifically including payments under the Company's fiscal year immediately preceding the year in which the Date of Termination occurs, Consolidated Omnibus Budget Reconciliation Act (yCOBRA) the percentage of maximum bonus otherwise payable for the full fiscal year in which the Date of Termination occurs assuming performance relative to plan for the entirety of such fiscal year was the same as performance relative to plan year to date as of the Date of Termination, or (z) the average bonus actually paid to the Employee for the five fiscal years immediately preceding the year in which the Date of Termination occurs (for the purpose of this Section 4(b)(ii), " bonus" shall include regular annual bonus payments, annual PIC bonus payments, annual super performance bonus payments and any other designated annual (as opposed to long-term) bonus payments)if applicable; and (iiiC) commencing upon such other benefits to which Executive is entitled under applicable laws or any other compensatory agreement between the Date of Termination:Bank and Executive; and (1D) All Other Benefits that were in effect and in which the Employee participated immediately prior to the Change in Controlextent applicable, for as the period of case may be, the earlier to occur of thirty-six other employee benefits (36) months following the Date of Termination or the date the Employee becomes eligible for benefits from a subsequent employer. The provisions and conditions covering these Other Benefitsincluding, including but not limited to, coverage under any disability, group life, and accident insurance programs and split-dollar life insurance arrangements or programs) to which Executive would have been entitled under this Agreement if Executive had remained in the employ of the Bank throughout such Severance Period. (iii) If the Executive's employment is terminated (i) by the Bank for Cause, or (ii) by the Executive for any reason other than Good Reason, then the Bank shall have no further liability to the Executive, except for the Salary which has accrued through the date of termination, which amounts shall be paid by the Bank within thirty (30) days of such termination. (iv) Notwithstanding any other provision of this Section 5(b), if the Executive materially violates any covenant, term or condition of this Agreement the Bank shall be entitled, in addition to any other remedies it may have hereunder or at law or in equity, to offset the amount of any contributions payment otherwise due to be made the Executive pursuant to this Section 5(b) against any actual loss or damage incurred by the Employee on Bank as a monthly or other periodic basis, shall be governed by the various plans as they are in effect from time to time. Notwithstanding the foregoing, earned FTO shall stop accruing and/or being earned as direct result of the Date Executive's violation of Termination and all contributions to the Company's 401k and "cafeteria" benefit plan shall stop as of the Date of Terminationsaid covenant, term or condition. (2) In addition to the lump sum payment of the monthly automobile allowance, for the period of thirty-six (36) months following the Date of Termination the Employee shall be entitled to continue to receive reimbursement for items such as automobile maintenance, insurance and other auto-related expenses, including the use of a Company gasoline credit card, all in accordance with the Company's executive automobile allowance and reimbursement program as it is in effect immediately prior to the Change in Control; or (c) If during the next twelve (12) months following the first anniversary of the Change in Control, the Employee is terminated involuntarily by the Company other than for Cause, the Employee shall be entitled to receive all of the payments and benefits provided for in Sections 2(a) and 2(b) hereof, except that all references to "12 months" shall read "24 months". (i) In the event that any payment or benefit received or to be received by the Employee pursuant to the terms of this Agreement (the "Contract Payments") or of any other plan, arrangement or agreement of the Company (or any