Common use of Qualifying Termination Prior to a Change in Control Clause in Contracts

Qualifying Termination Prior to a Change in Control. If the Executive has a Qualifying Termination after the Commencement Date and prior to a Change in Control, then upon such Qualifying Termination the Executive shall be entitled to receive the following: (i) The Executive’s annual salary provided under paragraph 4(a) through the effective date of Separation from Service, at the annual rate in effect at the time the Notice of Termination is given (or death occurs), to the extent unpaid prior to such Separation from Service. (ii) If employed twelve (12) years or less, Executive shall be entitled to receive an amount equal to twelve (12) months of his annual base salary in effect on the date of his Separation from Service. For each full year of service Executive has completed over twelve (12) years of service, Executive shall receive an additional amount equal to one month of such annual base salary, up to a maximum additional six (6) months if employed for eighteen (18) years or more. For purposes of this section, the Executive shall be credited with his prior years of service with Autocam Corporation. These amounts shall be payable in accordance with the Company’s regular payroll procedures over the 12 to 18 month period following the Executive’s Separation from Service; the duration of the payout period for this sum shall equal the number of months to be paid, as indicated in this section. (iii) Any vested rights of Executive in accordance with the Company’s plans, programs or policies. (iv) Prompt reimbursement for any and all reimbursable business expenses (to the extent not already reimbursed) upon Executive’s properly accounting for the same. (v) Twelve Thousand Dollars ($12,000), payable in a single lump sum to assist with the Executive’s transition from employment. Payments under (ii) and (v) above shall commence or shall be paid within 60 days following the Executive’s Separation from Service; provided, however, the Company’s obligation to pay the Executive such amounts is expressly conditioned upon the Executive’s execution, delivery to the Company, and expiration of all revocation periods of a final and complete release of claims in a form that is acceptable and approved by Company within 21 days following the Executive’s Separation from Service, and the Company’s good faith belief that the Executive is in full compliance with the covenants under paragraphs 7, 8, 9, or 11 of this Agreement. If the period for execution, delivery and non-revocation of the release described above spans two taxable years, payments will not commence until the second taxable year. Notwithstanding the foregoing, if the Executive incurs a Qualifying Termination within 18 months following the effective closing time of that certain Agreement and Plan of Merger, dated as of July 21, 2014, by and among NN, Inc., Autocam Corporation and certain other parties, then the Executive’s severance under (a)(ii) above shall be paid as a lump sum payment equal to an amount set forth on Schedule A to this Agreement (the “Severance Payment”). The Severance Payment shall be made by wire transfer or immediately available funds to an account designated by Executive following the date of the Separation from Service.

Qualifying Termination Prior to a Change in Control. If the Executive has a Qualifying Termination after the Commencement Effective Date and prior to a Change in Control, then upon such Qualifying Termination the Executive shall be entitled to receive the following: (i) The Executive’s annual salary provided under paragraph 4(a) through the effective date of Separation from Service, at the annual rate in effect at the time the Notice of Termination is given (or death occurs), to the extent unpaid prior to such Separation from Service. (ii) If employed twelve (12) years or less, Executive shall be entitled In consideration of Executive’s prior service to receive the Company an amount equal to twelve (12) 18 months of his annual base salary in effect on the date of his Separation from Service. For each full year of service Executive has completed over twelve (12) years of service, Executive shall receive an additional amount equal to one month of such annual base salary, up to a maximum additional six (6) months if employed for eighteen (18) years or more. For purposes of this section, the Executive shall be credited with his prior years of service with Autocam Corporation. These amounts shall be payable in accordance with the Company’s regular payroll procedures over the 12 to 18 month period following the Executive’s Separation from Service; the duration of the payout period for this sum shall equal the number of months to be paid, as indicated in this section. (iii) Any vested rights of Executive in accordance with the Company’s plans, programs or policies. A payment equal to the target annual bonus to which the Executive would have been entitled but for the Qualifying Termination, prorated for the portion of the year during which the Executive was employed by the Company (which bonus will be determined in accordance with the Company’s corporate guidelines and distributed after completion of the Company’s fiscal year end audit). (iv) Prompt reimbursement for any and all reimbursable business expenses (to the extent not already reimbursed) upon Executive’s properly accounting for the same. . (v) Twelve Thousand Dollars ($12,000), 12,000.00 payable in a single lump sum to assist with the Executive’s transition from employment. Payments under (ii) and (v) above shall commence or shall be paid within 60 days following the Executive’s Separation from Service; provided, however, the Company’s obligation to pay the Executive such amounts is expressly conditioned upon the Executive’s execution, delivery to the Company, and expiration of all revocation periods of a final and complete release of claims in a form that is acceptable and approved by Company within 21 days following the Executive’s Separation from Service, and the Company’s good faith belief that the Executive is in full compliance with the covenants under paragraphs 72, 83, 94, or 11 and 6 of this Agreement. If the period for execution, delivery and non-revocation of the release described above spans two taxable years, payments will not commence until the second taxable year. Notwithstanding the foregoing, if the Executive incurs a Qualifying Termination within 18 months following the effective closing time of that certain Agreement and Plan of Merger, dated as of July 21, 2014, by and among NN, Inc., Autocam Corporation and certain other parties, then the Executive’s severance under (a)(ii) above shall be paid as a lump sum payment equal to an amount set forth on Schedule A to this Agreement (the “Severance Payment”). The Severance Payment shall be made by wire transfer or immediately available funds to an account designated by Executive following the date of the Separation from Service.

Qualifying Termination Prior to a Change in Control. If the Executive has a Qualifying Termination after the Commencement Effective Date and prior to a Change in Control, then upon such Qualifying Termination the Executive shall be entitled to receive the following: (i) The Executive’s annual salary provided under paragraph 4(a) through the effective date of Separation from Service, at the annual rate in effect at the time the Notice of Termination is given (or death occurs), to the extent unpaid prior to such Separation from Service. (ii) If employed twelve (12) years or less, Executive shall be entitled to receive an amount A lump sum payment equal to twelve (12i) months of his annual 2.0 times Executive’s base salary in effect on (as of the date of his the Executive’s termination), plus (ii) in the event of a termination prior to the payment in full of Executive’s guaranteed annual bonus for 2023, Executive’s 2023 bonus amount, which payment shall be made by wire transfer of immediately available funds to an account designated by Executive following the date of the Separation from Service. For each full year of service Executive has completed over twelve (12) years of service, Executive shall receive an additional amount equal to one month of such annual base salary, up to a maximum additional six (6) months if employed for eighteen (18) years or more. For purposes of this section, the Executive shall be credited with his prior years of service with Autocam Corporation. These amounts shall be payable in accordance with the Company’s regular payroll procedures over the 12 to 18 month period following the Executive’s Separation from Service; the duration of the payout period for this sum shall equal the number of months to be paid, as indicated in this section. (iii) Any vested rights of Executive in accordance with the terms of the Award Agreements and any other vested rights of Executive under any of the Company’s other plans, programs or policies. (iv) Prompt reimbursement for any and all reimbursable business expenses (to the extent not already reimbursed) upon Executive’s properly accounting for the same. (v) Twelve Thousand Dollars Regardless of whether Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ($12,000“COBRA”), payable in a single taxable lump sum payment in an amount equal to assist with twelve (12) months of the monthly COBRA premium Executive would be required to pay to continue the group health coverage for Executive and/or Executive’s transition eligible dependents in effect on the date of the Separation from employmentService. Payments under (ii) and (v) above Payment shall commence or shall be paid within 60 days following the Executive’s Separation from Service; provided, however, the Company’s obligation to pay the Executive such amounts is expressly conditioned upon the Executive’s execution, delivery to the Company, and expiration of all revocation periods of a final and complete release of claims in a form that is acceptable and approved by Company within 21 days following the Executive’s Separation from Service, and the Company’s good faith belief that the Executive is in full compliance with the covenants under paragraphs 72, 83, 94, or 11 and 6 of this Agreement. If the period for execution, delivery and non-revocation of the release described above spans two taxable years, payments will not commence until the second taxable year. Notwithstanding the foregoing, if the Executive incurs a Qualifying Termination within 18 months following the effective closing time of that certain Agreement and Plan of Merger, dated as of July 21, 2014, by and among NN, Inc., Autocam Corporation and certain other parties, then the Executive’s severance under (a)(ii) above shall be paid as a lump sum payment equal to an amount set forth on Schedule A to this Agreement (the “Severance Payment”). The Severance Payment shall be made by wire transfer or immediately available funds to an account designated by Executive following the date of the Separation from Service.

Qualifying Termination Prior to a Change in Control. If the Executive has a Qualifying Termination after the Commencement Effective Date and prior to a Change in Control, then upon such Qualifying Termination the Executive shall be entitled to receive the following: (i) The Executive’s annual salary provided under paragraph 4(a) through the effective date of Separation from Service, at the annual rate in effect at the time the Notice of Termination is given (or death occurs), to the extent unpaid prior to such Separation from Service. (ii) If employed twelve (12) years or less, Executive shall be entitled In consideration of Executive’s prior service to receive the Company an amount equal to twelve eighteen (1218) months of his annual base salary in effect on the date of his Separation from Service. For each full year of service Executive has completed over twelve (12) years of service, Executive shall receive an additional amount equal to one month of such annual base salary, up to a maximum additional six (6) months if employed for eighteen (18) years or more. For purposes of this section, the Executive shall be credited with his prior years of service with Autocam Corporation. These amounts shall be payable in accordance with the Company’s regular payroll procedures over the 12 to 18 18-month period following the Executive’s Separation from Service; the duration of the payout period for this sum shall equal the number of months to be paid, as indicated in this section. (iii) Any vested rights of Executive in accordance with the Company’s plans, programs or policies. (iv) Prompt reimbursement for any and all reimbursable business expenses (to the extent not already reimbursed) upon Executive’s properly accounting for the same. (v) Twelve Thousand Dollars Regardless of whether the Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ($12,000“COBRA”), payable in a single taxable lump sum payment in an amount equal to assist with twelve (12) months of the monthly COBRA premium Executive would be required to pay to continue the group health coverage for Executive and/or Executive’s transition eligible dependents in effect on the date of the Separation from employmentService. Payments under (ii) and (v) above shall commence or shall be paid within 60 days following the Executive’s Separation from Service; providedreceipt of, howeverand signing and not revoking, a general release, upon terms acceptable to the Company’s obligation to pay the Executive such amounts is expressly conditioned upon the Company and shall be likewise contingent on Executive’s execution, delivery to the Company, and expiration of all revocation periods of a final and complete release of claims in a form that is acceptable and approved by Company within 21 days following the Executive’s Separation from Service, and the Company’s good faith belief that the Executive is in full compliance with the covenants under paragraphs 72, 83, 94, or 11 and 6 of this Agreement. If the period for execution, delivery and non-revocation of the release described above spans two taxable years, payments will not commence until the second taxable year. Notwithstanding the foregoing, if the Executive incurs a Qualifying Termination within 18 months following the effective closing time of that certain Agreement and Plan of Merger, dated as of July 21, 2014, by and among NN, Inc., Autocam Corporation and certain other parties, then the Executive’s severance under (a)(ii) above shall be paid as a lump sum payment equal to an amount set forth on Schedule A to this Agreement (the “Severance Payment”). The Severance Payment shall be made by wire transfer or immediately available funds to an account designated by Executive following the date of the Separation from Service.

Qualifying Termination Prior to a Change in Control. If the Executive has a Qualifying Termination after the Commencement Date and prior to a Change in Control, then upon such Qualifying Termination the Executive shall be entitled to receive the following: (i) The Executive’s annual salary provided under paragraph 4(a) through the effective date of Separation from Service, at the annual rate in effect at the time the Notice of Termination is given (or death occurs), to the extent unpaid prior to such Separation from Service. (ii) If employed twelve (12) years or lessIn consideration of Executive’s prior service to Precision Engineered Products Holdings, Executive shall be entitled to receive Inc., an amount equal to twelve (12) 18 months of his annual base salary in effect on the date of his Separation from Service. For each full year of service Executive has completed over twelve (12) years of service, Executive shall receive an additional amount equal to one month of such annual base salary, up to a maximum additional six (6) months if employed for eighteen (18) years or more. For purposes of this section, the Executive shall be credited with his prior years of service with Autocam Corporation. These amounts shall be payable in accordance with the Company’s regular payroll procedures over the 12 to 18 month period following the Executive’s Separation from Service; the duration of the payout period for this sum shall equal the number of months to be paid, as indicated in this section. (iii) Any vested rights of Executive in accordance with the Company’s plans, programs or policies. A payment equal to the target annual bonus to which the Executive would have been entitled but for the Qualifying Termination, prorated for the portion of the year during which the Executive was employed by the Company (which bonus will be determined in accordance with the Company’s corporate guidelines and are distributed after completion of the Company’s fiscal year end audit). (iv) Prompt reimbursement for any and all reimbursable business expenses (to the extent not already reimbursed) upon Executive’s properly accounting for the same. (v) Twelve Thousand Dollars ($12,000), 12,000.00 payable in a single lump sum to assist with the Executive’s transition from employment. Payments under (ii) and (v) above shall commence or shall be paid within 60 days following the Executive’s Separation from Service; provided, however, the Company’s obligation to pay the Executive such amounts is expressly conditioned upon the Executive’s execution, delivery to the Company, and expiration of all revocation periods of a final and complete release of claims in a form that is acceptable and approved by Company within 21 days following the Executive’s Separation from Service, and the Company’s good faith belief that the Executive is in full compliance with the covenants under paragraphs 7, 8, 9, or and 11 of this Agreement. If the period for execution, delivery and non-revocation of the release described above spans two taxable years, payments will not commence until the second taxable year. Notwithstanding the foregoing, if the Executive incurs a Qualifying Termination within 18 months following the effective closing time of that certain Agreement and Plan of Merger, dated as of July 21, 2014, by and among NN, Inc., Autocam Corporation and certain other parties, then the Executive’s severance under (a)(ii) above shall be paid as a lump sum payment equal to an amount set forth on Schedule A to this Agreement (the “Severance Payment”). The Severance Payment shall be made by wire transfer or immediately available funds to an account designated by Executive following the date of the Separation from Service.

Qualifying Termination Prior to a Change in Control. If the Executive has a Qualifying Termination after the Commencement Effective Date and prior to a Change in Control, then upon such Qualifying Termination Termination, the Executive agrees that he shall be entitled to receive only the following: (i) The Executive’s annual salary provided under paragraph 4(a) through the effective date of Separation from Service, at the annual rate in effect at the time the Notice of Termination is given (or death occurs), to the extent unpaid prior to such Separation from Service. (ii) If employed twelve (12) years or less, Executive shall be entitled to receive an amount equal to twelve (12) months The continuation of his annual base salary in effect on the date of his Separation from Service. For each full year of service Executive has completed over twelve (12) years of service, Executive shall receive an additional amount equal to one month of such annual base salary, up to a maximum additional six (6) months if employed for eighteen (18) years or more. For purposes of this section, the Executive shall be credited with his prior years of service with Autocam Corporation. These amounts shall be payable in accordance with the Company’s regular payroll procedures over the 12 to 18 month period following the Executive’s Separation from Service; benefits (if applicable) and payment of any accrued and unused vacation pay to the duration end of the payout minimum statutory notice period for this sum shall equal as required by the number of months to be paidOntario Employment Standards Act, 2000, as indicated in this sectionamended (the “Act”). (iii) A lump sum payment equal to (i) 1.5 times Executive’s annual base salary (as of the date of the Executive’s termination) which is inclusive of the Executive’s right to statutory pay in lieu of notice of termination and statutory severance pay under the Act, which payment shall be made by wire transfer of immediately available funds to an account designated by Executive following the date of the Separation from Service. (iv) Any vested rights of Executive in accordance with the terms of the Award Agreements and any other vested rights of Executive under any of the Company’s other plans, programs or policies. For clarity, Executive shall continue to participate in all compensation related plans and programs during any minimum statutory notice period required by the Act and shall likewise be entitled to receive any grants, awards or vesting during any applicable minimum statutory notice period. (ivv) Prompt reimbursement for any and all reimbursable business expenses (to the extent not already reimbursed) upon Executive’s properly accounting for the same. (vvi) Twelve Thousand Dollars ($12,000), payable in a single lump sum to assist with Any other minimum statutory entitlements required by the Executive’s transition from employment. Payments under (ii) and (v) above shall commence or shall be paid within 60 days following the Executive’s Separation from Service; provided, however, the Company’s obligation to pay the Executive such amounts is expressly conditioned upon the Executive’s execution, delivery to the Company, and expiration of all revocation periods of a final and complete release of claims in a form that is acceptable and approved by Company within 21 days following the Executive’s Separation from Service, and the Company’s good faith belief that the Executive is in full compliance with the covenants under paragraphs 7, 8, 9, or 11 of this Agreement. If the period for execution, delivery and non-revocation of the release described above spans two taxable years, payments will not commence until the second taxable year. Notwithstanding the foregoing, if the Executive incurs a Qualifying Termination within 18 months following the effective closing time of that certain Agreement and Plan of Merger, dated as of July 21, 2014, by and among NN, Inc., Autocam Corporation and certain other parties, then the Executive’s severance under (a)(ii) above shall be paid as a lump sum payment equal to an amount set forth on Schedule A to this Agreement (the “Severance Payment”). The Severance Payment shall be made by wire transfer or immediately available funds to an account designated by Executive following the date of the Separation from ServiceAct.

Qualifying Termination Prior to a Change in Control. If the Executive has a Qualifying Termination after the Commencement Effective Date and prior to a Change in Control, then upon such Qualifying Termination the Executive shall be entitled to receive the following: (i) The Executive’s annual salary provided under paragraph 4(a) through the effective date of Separation from Service, at the annual rate in effect at the time the Notice of Termination is given (or death occurs), to the extent unpaid prior to such Separation from Service. (ii) If employed twelve (12) years or less, Executive shall be entitled In consideration of Executive’s prior service to receive the Company an amount equal to twelve (12) 12 months of his annual base salary in effect on the date of his Separation from Service. For each full year of service Executive has completed over twelve (12) years of service, Executive shall receive an additional amount equal to one month of such annual base salary, up to a maximum additional six (6) months if employed for eighteen (18) years or more. For purposes of this section, the Executive shall be credited with his prior years of service with Autocam Corporation. These amounts shall be payable in accordance with the Company’s regular payroll procedures over the 12 to 18 12-month period following the Executive’s Separation from Service; the duration of the payout period for this sum shall equal the number of months to be paid, as indicated in this section. (iii) Any vested rights of Executive in accordance with the Company’s plans, programs or policies. A payment equal to the target annual bonus to which the Executive would have been entitled but for the Qualifying Termination, prorated for the portion of the year during which the Executive was employed by the Company (which bonus will be determined in accordance with the Company’s corporate guidelines and distributed after completion of the Company’s fiscal year end audit). (iv) Prompt reimbursement for any and all reimbursable business expenses (to the extent not already reimbursed) upon Executive’s properly accounting for the same. (v) Twelve Thousand Dollars ($12,000), 12,000.00 payable in a single lump sum to assist with the Executive’s transition from employment. Payments under (ii) and (v) above shall commence or shall be paid within 60 days following the Executive’s Separation from Service; providedreceipt of, howeverand signing and not revoking, a general release, upon terms acceptable to the Company’s obligation to pay the Executive such amounts is expressly conditioned upon the Company and shall be likewise contingent on Executive’s execution, delivery to the Company, and expiration of all revocation periods of a final and complete release of claims in a form that is acceptable and approved by Company within 21 days following the Executive’s Separation from Service, and the Company’s good faith belief that the Executive is in full compliance with the covenants under paragraphs 72, 83, 94, or 11 and 6 of this Agreement. If the period for execution, delivery and non-revocation of the release described above spans two taxable years, payments will not commence until the second taxable year. Notwithstanding the foregoing, if the Executive incurs a Qualifying Termination within 18 months following the effective closing time of that certain Agreement and Plan of Merger, dated as of July 21, 2014, by and among NN, Inc., Autocam Corporation and certain other parties, then the Executive’s severance under (a)(ii) above shall be paid as a lump sum payment equal to an amount set forth on Schedule A to this Agreement (the “Severance Payment”). The Severance Payment shall be made by wire transfer or immediately available funds to an account designated by Executive following the date of the Separation from Service.

Qualifying Termination Prior to a Change in Control. If the Executive has a Qualifying Termination after the Commencement Date and prior to a Change in Control, then upon such Qualifying Termination the Executive shall be entitled to receive the following: (i) The Executive’s annual salary provided under paragraph 4(a) through the effective date of Separation from Service, at the annual rate in effect at the time the Notice of Termination is given (or death occurs), to the extent unpaid prior to such Separation from Service. (ii) If employed twelve (12) years or less, Executive shall be entitled to receive an amount equal to twelve (12) months of his annual base salary in effect on the date of his Separation from Service. For each full year of service Executive has completed over twelve (12) years of service, Executive shall receive an additional amount equal to one month of such annual base salary, up to a maximum additional six (6) months if employed for eighteen (18) years or more. For purposes of this section, the Executive shall be credited with his prior years of service with Autocam Corporation. These amounts shall be payable in accordance with the Company’s regular payroll procedures over the 12 to 18 month period following the Executive’s Separation from Service; the duration of the payout period for this sum shall equal the number of months to be paid, as indicated in this section. (iii) Any vested rights of Executive in accordance with the Company’s plans, programs or policies. (iv) Prompt reimbursement for any and all reimbursable business expenses (to the extent not already reimbursed) upon Executive’s properly accounting for the same. (v) Twelve Thousand Dollars ($12,000), 12,000.00 payable in a single lump sum to assist with the Executive’s transition from employment. Payments under (ii) and (v) above shall commence or shall be paid within 60 days following the Executive’s Separation from Service; provided, however, the Company’s obligation to pay the Executive such amounts is expressly conditioned upon the Executive’s execution, delivery to the Company, and expiration of all revocation periods of a final and complete release of claims in a form that is acceptable and approved by Company within 21 days following the Executive’s Separation from Service, and the Company’s good faith belief that the Executive is in full compliance with the covenants under paragraphs 7, 8, 9, or 11 of this Agreement. If the period for execution, delivery and non-revocation of the release described above spans two taxable years, payments will not commence until the second taxable year. Notwithstanding the foregoing, if the Executive incurs a Qualifying Termination within 18 months following the effective closing time of that certain Agreement and Plan of Merger, dated as of July 21, 2014, by and among NN, Inc., Autocam Corporation and certain other parties, then the Executive’s severance under (a)(ii) above shall be paid as a lump sum payment equal to an amount set forth on Schedule A to this Agreement (the “Severance Payment”). The Severance Payment shall be made by wire transfer or immediately available funds to an account designated by Executive following the date of the Separation from Service.

Qualifying Termination Prior to a Change in Control. If the Executive has a Qualifying Termination after the Commencement Effective Date and prior to a Change in Control, then upon such Qualifying Termination the Executive shall be entitled to receive the following: (i) The Executive’s annual salary provided under paragraph 4(a) through the effective date of Separation from Service, at the annual rate in effect at the time the Notice of Termination is given (or death occurs), to the extent unpaid prior to such Separation from Service. (ii) If employed twelve (12) years or less, Executive shall be entitled In consideration of Executive’s prior service to receive the Company an amount equal to twelve (12) 18 months of his annual base salary in effect on the date of his Separation from Service. For each full year of service Executive has completed over twelve (12) years of service, Executive shall receive an additional amount equal to one month of such annual base salary, up to a maximum additional six (6) months if employed for eighteen (18) years or more. For purposes of this section, the Executive shall be credited with his prior years of service with Autocam Corporation. These amounts shall be payable in accordance with the Company’s regular payroll procedures over the 12 to 18 month period following the Executive’s Separation from Service; the duration of the payout period for this sum shall equal the number of months to be paid, as indicated in this section. (iii) Any vested rights of Executive in accordance with the Company’s plans, programs or policies. A payment equal to the target annual bonus to which the Executive would have been entitled but for the Qualifying Termination, prorated for the portion of the year during which the Executive was employed by the Company (which bonus will be determined in accordance with the Company’s corporate guidelines and distributed after completion of the Company’s fiscal year end audit). (ivvi) Prompt reimbursement for any and all reimbursable business expenses (to the extent not already reimbursed) upon Executive’s properly accounting for the same. (vvii) Twelve Thousand Dollars ($12,000), 12,000.00 payable in a single lump sum to assist with the Executive’s transition from employment. Payments under (ii) and (v) above shall commence or shall be paid within 60 days following the Executive’s Separation from Service; provided, however, the Company’s obligation to pay the Executive such amounts is expressly conditioned upon the Executive’s execution, delivery to the Company, and expiration of all revocation periods of a final and complete release of claims in a form that is acceptable and approved by Company within 21 days following the Executive’s Separation from Service, and the Company’s good faith belief that the Executive is in full compliance with the covenants under paragraphs 72, 83, 94, or 11 and 6 of this Agreement. If the period for execution, delivery and non-revocation of the release described above spans two taxable years, payments will not commence until the second taxable year. Notwithstanding the foregoing, if the Executive incurs a Qualifying Termination within 18 months following the effective closing time of that certain Agreement and Plan of Merger, dated as of July 21, 2014, by and among NN, Inc., Autocam Corporation and certain other parties, then the Executive’s severance under (a)(ii) above shall be paid as a lump sum payment equal to an amount set forth on Schedule A to this Agreement (the “Severance Payment”). The Severance Payment shall be made by wire transfer or immediately available funds to an account designated by Executive following the date of the Separation from Service.

Qualifying Termination Prior to a Change in Control. If the Executive has a Qualifying Termination after the Commencement Effective Date and prior to a Change in Control, then upon such Qualifying Termination the Executive shall be entitled to receive the following: (i) The Executive’s annual salary provided under paragraph 4(a) through the effective date of Separation from Service, at the annual rate in effect at the time the Notice of Termination is given (or death occurs), to the extent unpaid prior to such Separation from Service. (ii) If employed twelve (12) years or less, Executive shall be entitled In consideration of Executive’s prior service to receive the Company an amount equal to twelve (12) 18 months of his annual base salary in effect on the date of his Separation from Service. For each full year of service Executive has completed over twelve (12) years of service, Executive shall receive an additional amount equal to one month of such annual base salary, up to a maximum additional six (6) months if employed for eighteen (18) years or more. For purposes of this section, the Executive shall be credited with his prior years of service with Autocam Corporation. These amounts shall be payable in accordance with the Company’s regular payroll procedures over the 12 to 18 month period following the Executive’s Separation from Service; the duration of the payout period for this sum shall equal the number of months to be paid, as indicated in this section. (iii) Any vested rights of Executive in accordance with the Company’s plans, programs or policies. A payment equal to the target annual bonus to which the Executive would have been entitled but for the Qualifying Termination, prorated for the portion of the year during which the Executive was employed by the Company (which bonus will be determined in accordance with the Company’s corporate guidelines and distributed after completion of the Company’s fiscal year end audit). (iv) Prompt reimbursement for any and all reimbursable business expenses (to the extent not already reimbursed) upon Executive’s properly accounting for the same. (v) Twelve Thousand Dollars ($12,000), 12,000.00 payable in a single lump sum to assist with the Executive’s transition from employment. Payments under (ii) and (v) above shall commence or shall be paid within 60 days following the Executive’s Separation from Service; providedreceipt of, howeverand signing and not revoking, a general release, upon terms acceptable to the Company’s obligation to pay the Executive such amounts is expressly conditioned upon the Company and shall be likewise contingent on Executive’s execution, delivery to the Company, and expiration of all revocation periods of a final and complete release of claims in a form that is acceptable and approved by Company within 21 days following the Executive’s Separation from Service, and the Company’s good faith belief that the Executive is in full compliance with the covenants under paragraphs 72, 83, 94, or 11 and 6 of this Agreement. If the period for execution, delivery and non-revocation of the release described above spans two taxable years, payments will not commence until the second taxable year. Notwithstanding the foregoing, if the Executive incurs a Qualifying Termination within 18 months following the effective closing time of that certain Agreement and Plan of Merger, dated as of July 21, 2014, by and among NN, Inc., Autocam Corporation and certain other parties, then the Executive’s severance under (a)(ii) above shall be paid as a lump sum payment equal to an amount set forth on Schedule A to this Agreement (the “Severance Payment”). The Severance Payment shall be made by wire transfer or immediately available funds to an account designated by Executive following the date of the Separation from Service.