Common use of Relocation Expenses Clause in Contracts

Relocation Expenses. (i) The Company shall reimburse the Executive, to the extent it has not previously reimbursed the Executive pursuant to the Prior Employment Agreement, for reasonable and customary relocation expenses actually incurred by the Executive during the Employment Period as a direct result of the relocation of him and his spouse to a location within reasonable commuting distance of the Company’s retail division executive offices in Rockaway, NJ (“Relocation Expenses”), subject to Company policies and to such reasonable substantiation and documentation as may be specified by the Company, including house-hunting visits for the Executive and his spouse as reasonably necessary; the cost of packing and moving the Executive’s household goods and the moving of automobiles to the Executive’s home in or around Rockaway, NJ; the cost of temporary housing for the Executive and his immediate family in or around Rockaway, NJ (not to exceed six months in duration); the cost of temporary storage of the Executive’s household goods for a reasonable period of time; real estate commissions on the sale of the Executive’s home in Illinois and the purchase of a new home in or around Rockaway, NJ; reasonable closing costs on a new home that is a reasonable commuting distance from the Company’s retail division executive offices; and airfare to the Rockaway, NJ area for all members of the Executive’s immediate family. For the avoidance of doubt, such reimbursable Relocation Expenses will not include payment of any losses in connection with any capital transaction, such as the sale of a home. In the event that any of the reimbursements for Relocation Expenses are taxable to the Executive, the Company shall promptly make additional “gross up” payments to the Executive sufficient to cover such additional taxes (including taxes on the gross-up). The Company shall pay the Executive any amounts due to him in respect of Relocation Expenses within thirty (30) days after submission of written documentation substantiating such amounts. (ii) In the event that the Executive terminates his employment with the Company other than for Good Reason (as defined below), or if the Executive’s employment is terminated by the Company for Cause (as defined below), the Executive will be required to repay 50% of the gross amount of reimbursed Relocation Expenses if such termination occurs prior to October 17, 2018, which repayment shall be made within thirty (30) days of the date of termination.

Relocation Expenses. (i) The Company shall promptly reimburse the Executive, to the extent it has not previously reimbursed the Executive pursuant to the Prior Employment Agreement, for all relocation expenses as described below. The Company will only pay for reasonable and customary relocation expenses actually incurred by the Executive during the Employment Period as a direct result of the relocation of him and his spouse to a location within reasonable commuting distance of the Company’s retail division executive offices broker fees in Rockaway, NJ (“Relocation Expenses”), subject to Company policies and to such reasonable substantiation and documentation as may be specified by the Company, including house-hunting visits for the Executive and his spouse as reasonably necessary; the cost of packing and moving the Executive’s household goods and the moving of automobiles to the Executive’s home in or around Rockaway, NJ; the cost of temporary housing for the Executive and his immediate family in or around Rockaway, NJ (not to exceed six months in duration); the cost of temporary storage of the Executive’s household goods for a reasonable period of time; real estate commissions on connection with the sale of the Executive’s home existing residence, reasonable out-of-pocket fees and expenses but not taxes payable in Illinois connection with such sale (other than transfer taxes), the packing and moving of all household goods and shipment of three automobiles based upon a competitive bid obtained through the Company’s human resources department, and fees and expenses, but not broker fees or mortgage financing fees in excess of two points, in connection with the purchase of a new home in residence. The Executive shall be entitled to the preceding relocation expenses as long as they are incurred within eighteen (18) months of such determination to relocate (the “Commencement Date”). Between the Commencement Date and the earlier of (1) the date the Executive’s family relocates or around Rockaway(2) six months after the Commencement Date (the “Transition Period”), NJ; reasonable closing costs on a new home that is a reasonable commuting distance from the Executive may make no more than fifteen round trips by air at the Company’s retail division executive offices; expense to commute to his last residence or such other place as Executive shall determine. The Executive will also be reimbursed for reasonable expenses associated with commuting during the Transition Period, including two trips to any such new location for his spouse for purposes of relocation-related planning, and airfare for temporary housing and rental car expenses at any such new location. In respect of the two trips to the Rockaway, NJ area new location for all members of the Executive’s immediate familyspouse, the Company will reimburse the Executive for first-class travel arrangements for the Executive’s spouse only. For the avoidance of doubtThe Executive will be entitled to receive an additional payment to cover any federal, such reimbursable Relocation Expenses will not include payment of any losses state, and local income taxes that he incurs in connection with any capital transaction, such as the sale of a home. In the event reimbursement for relocation expenses that any of the reimbursements for Relocation Expenses are taxable to the Executive, the Company shall promptly make additional “gross up” payments to the Executive sufficient to cover such additional taxes (including taxes on the gross-up)not tax deductible. The Company shall pay the Executive any amounts due will be entitled to him reimbursement for miscellaneous household expenses incurred in respect of Relocation Expenses within thirty (30) days after submission of written documentation substantiating such amounts. (ii) In the event that the Executive terminates his employment connection with the Company other than for Good Reason (as defined below), or if relocation in order to put the Executive’s employment is terminated by the Company for Cause new residence into move-in condition in an amount not to exceed twenty thousand dollars (as defined below$20,000.00), the Executive will be required to repay 50% of the gross amount of reimbursed Relocation Expenses if such termination occurs prior to October 17, 2018, which repayment shall be made within thirty (30) days of the date of termination.

Relocation Expenses. (i) The Company shall reimburse the Executive, to the extent it has not previously reimbursed the Executive pursuant to the Prior Employment Agreement, for reasonable and customary relocation expenses actually incurred by the Executive during the Employment Period as a direct result of the relocation of him and his spouse to a location within reasonable commuting distance of the Company’s retail division executive offices in Rockaway, NJ (“Relocation Expenses”), subject to Company policies and to such reasonable substantiation and documentation as may be specified by the Company, including house-hunting visits for the Executive and his spouse as reasonably necessary; the cost of packing and moving the Executive’s household goods and the moving of automobiles to the Executive’s home in or around Rockaway, NJ; the cost of temporary housing for the Executive and his immediate family in or around Rockaway, NJ (not to exceed six months in duration); the cost of temporary storage of the Executive’s household goods for a reasonable period of time; real estate commissions on the sale of the Executive’s home in Illinois and the purchase of a new home in or around Rockaway, NJ; reasonable closing costs on a new home that is a reasonable commuting distance from the Company’s retail division executive offices; and airfare to the Rockaway, NJ area for all members of the Executive’s immediate family. For the avoidance of doubt, such reimbursable Relocation Expenses will not include payment of any losses in connection with any capital transaction, such as the sale of a home. In the event that any of the reimbursements for Relocation Expenses are taxable to the Executive, the Company shall promptly make additional “gross up” payments to the Executive sufficient to cover such additional taxes (including taxes on the gross-up). The Company shall pay the Executive any amounts due to him in respect of Relocation Expenses within thirty (30) days after submission of written documentation substantiating such amounts. (ii) In the event that the Executive terminates his employment with the Company other than for Good Reason (as defined below), or if the Executive’s employment is terminated by the Company for Cause (as defined below), the Executive will be required to repay (i) 100% of the gross amount of reimbursed Relocation Expenses if such termination occurs within one year of the Effective Date and (ii) 50% of the gross amount of reimbursed Relocation Expenses if such termination occurs prior to October 17, 2018more than one year following the Effective Date but less than two years following the Effective Date, which repayment shall be made within thirty (30) days of the date of termination.

Relocation Expenses. The Company will provide Employee with up to $25,000 to be used during the 2019 calendar year in connection with Employee’s relocation of Employee’s principal residence to the Durham, North Carolina area (the “Relocation Amount”). Acceptable uses of the Relocation Amount include (i) The Company shall reimburse expenses related to moving household goods and personal effects including hiring professional movers or renting a moving vehicle and packing supplies; (ii) the Executive, cost paid for standard carrier insurance while in transit; (iii) mileage reimbursement at the federal mileage rate to drive Employee’s personal vehicle(s) to the extent it has not previously reimbursed the Executive pursuant to the Prior Employment Agreementnew location; (iv) travel costs, including airfare or other public transportation and lodging for reasonable and customary relocation expenses actually incurred by the Executive during the Employment Period as a direct result of the relocation of him Employee and his spouse to immediate family members between his old and new homes; and (v) offsetting Employee’s closing costs for buying and/or selling a location within reasonable commuting distance of the Company’s retail division executive offices in Rockaway, NJ home (collectively “Relocation Expenses”). Appropriate supporting documentation (i.e., subject itemized receipts) of the Relocation Expenses must be submitted within 60 days after date the Relocation Expenses are incurred and prior to reimbursement. Any Relocation Amount will be paid with respect to any Relocation Expenses no later than 30 days after the date Employee submits appropriate supporting documentation. The Company policies will withhold from any Relocation Amount any applicable income and to such reasonable substantiation employment tax withholdings, as determined in its reasonable, good faith judgment, and documentation as may Employee will be specified by the Company, including house-hunting visits responsible for the Executive and his spouse as reasonably necessary; the cost of packing and moving the Executive’s household goods and the moving of automobiles paying any taxes on these reimbursements to the Executive’s home in or around Rockaway, NJ; the cost of temporary housing for the Executive and his immediate family in or around Rockaway, NJ (not to exceed six months in duration); the cost of temporary storage of the Executive’s household goods for a reasonable period of time; real estate commissions on the sale of the Executive’s home in Illinois and the purchase of a new home in or around Rockaway, NJ; reasonable closing costs on a new home extent that is a reasonable commuting distance from the Company’s retail division executive offices; and airfare to the Rockaway, NJ area for all members of the Executive’s immediate familythey are taxable income under applicable tax law. For the avoidance of doubt, such reimbursable Relocation Expenses will not include payment of any losses in connection with any capital transaction, such as the sale of a home. In the event that if any of the reimbursements for Relocation Expenses are taxable Amount reimbursed is subject to the Executiveprovisions of Section 409A of the Code, then (i) any reimbursements of such amount will be paid no later than December 31st of the Company shall promptly make additional “gross up” payments to year following the Executive sufficient to cover such additional taxes (including taxes on year in which the gross-up). The Company shall pay the Executive any amounts due to him in respect of Relocation Expenses within thirty (30) days after submission of written documentation substantiating such amounts. expense was incurred, (ii) In the event that amount of expenses reimbursed in one year will not affect the Executive terminates his employment with amount eligible for reimbursement in any subsequent year and (iii) the right to reimbursements under this Agreement will not be subject to liquidation or exchange for another benefit. If Employee resigns from the Company for any reason other than for Good Reason (as defined below), ) or if the ExecutiveCompany terminates Employee’s employment is terminated by the Company for Cause (as defined below)) within twelve (12) months following the Effective Date, Employee must repay to the Executive Company the full Relocation Amount which was previously provided to Employee, on a pre-tax basis, and Employee will forfeit all rights to be required to repay 50% of the gross amount of reimbursed paid any additional Relocation Expenses if such termination occurs prior to October 17, 2018, which repayment shall be made within thirty (30) days Amount not yet paid as of the date of termination.

Relocation Expenses. (i) The Company shall will reimburse the Executive, to the extent it has not previously reimbursed the Executive pursuant to the Prior Employment Agreement, for reasonable and customary relocation expenses actually incurred by the Executive during the Employment Period as a direct result of the his relocation of him and his spouse to a location within reasonable commuting distance of the Company’s retail division executive offices in RockawayElmsford, NJ NY (the “Relocation Expenses”), subject to Company policies and to such reasonable substantiation and documentation as may be specified by the Company, including house-hunting visits for the Executive and his spouse as reasonably necessary; the cost of packing and moving the Executive’s household goods and the moving of automobiles to the Executive’s home in or around RockawayElmsford, NJNY; the cost of temporary housing for the Executive and his immediate family in or around Rockaway, NJ (not to exceed six (6) months in duration); the cost of temporary storage of the Executive’s household goods for a reasonable period of time; real estate commissions on the sale of the Executive’s home in Illinois and the purchase of a new home in or around RockawayElmsford, NJNY; reasonable closing costs on a new home that is a reasonable commuting distance from the Company’s retail division executive officesElmsford, NY; and airfare to the Rockaway, NJ New York City area for all members of the Executive’s immediate family. For the avoidance of doubt, such reimbursable Relocation Expenses will not include payment of any losses in connection with any capital transaction, such as the sale of a home. In the event that any of the reimbursements for Relocation Expenses are taxable to the Executive, the Company shall will promptly make additional “gross up” payments to the Executive sufficient to cover such additional taxes (including taxes on the gross-up). The Company shall will pay the Executive any amounts due to him in respect of Relocation Expenses within thirty (30) days after submission of written documentation substantiating such amounts. (ii) In the event that the Executive terminates his employment with the Company other than for Good Reason (as defined below), or if the Executive’s employment is terminated by the Company for Cause (as defined below), the Executive will be required to repay 50% (i) one hundred percent (100%) of the gross amount of reimbursed Relocation Expenses if such termination occurs prior to October 17within one year of the Effective Date and (ii) fifty percent (50%) of the gross amount of reimbursed Relocation Expenses if such termination occurs more than one year following the Effective Date but less than two years following the Effective Date, 2018in either case, which repayment shall be made within thirty fifteen (3015) days of the date of such termination.

Relocation Expenses. (i) The Company shall reimburse In connection with the Company's planned relocation of its headquarters (the "Headquarters Relocation"), and in furtherance of Executive, ’s relocation of his principal place of residence to the extent it has not previously reimbursed the Executive pursuant location to the Prior Employment Agreement, for reasonable and customary relocation expenses actually incurred by the Executive during the Employment Period as a direct result of the relocation of him and his spouse to a location within reasonable commuting distance of which the Company’s retail division executive offices in Rockaway, NJ (“Relocation Expenses”), subject to Company policies and to such reasonable substantiation and documentation as may be specified by the Company, including house-hunting visits for the Executive and his spouse as reasonably necessary; the cost of packing and moving the Executive’s household goods and the moving of automobiles to the Executive’s home in or around Rockaway, NJ; the cost of temporary housing for the Executive and his immediate family in or around Rockaway, NJ (not to exceed six months in duration); the cost of temporary storage of the Executive’s household goods for a reasonable period of time; real estate commissions on the sale of the Executive’s home in Illinois and the purchase of a new home in or around Rockaway, NJ; reasonable closing costs on a new home that 's headquarters is a reasonable commuting distance from the Company’s retail division executive offices; and airfare to the Rockaway, NJ area for all members of the Executive’s immediate family. For the avoidance of doubt, such reimbursable Relocation Expenses will not include payment of any losses in connection with any capital transaction, such as the sale of a home. In the event that any of the reimbursements for Relocation Expenses are taxable to the Executiveso relocated, the Company shall promptly make additional pay for or reimburse Executive in accordance with the Company’s written expense reimbursement policies and procedures for up to a total amount to be agreed upon at the time the headquarters office has been identified, which shall include (A) the movement of Executive’s reasonable household goods, (B) reimbursement for round trip tickets for house hunting trips for Executive, his spouse and/or his dependent children, (C) reimbursement for transportation for Executive, his spouse and his dependent children, and (D) reasonable and customary realtor costs incurred by Executive in connection with the purchase of Executive’s residence (collectively, the “gross up” payments to the Executive sufficient to cover such additional taxes (including taxes on the gross-upRelocation Reimbursement”). The In addition, the Company shall pay to Executive a tax gross-up (the “Tax Gross-Up”) for any federal, state, local or foreign income and employment taxes Executive any is required to pay resulting from the Relocation Reimbursement and from the Tax Gross-Up, which Tax Gross-Up shall be paid in accordance with Treasury Regulation Section 1.409A-3(i)(1)(v). All amounts due eligible for the Relocation Reimbursement must be incurred by and paid to him in respect Executive during the term of his employment and within twelve (12) months following the completion of the Headquarters Relocation. The Relocation Expenses Reimbursement and the Tax Gross-Up shall be paid to Executive within thirty (30) days after submission following the Company’s receipt of a written request for such reimbursement, but subject to receipt by the Company of supporting receipts and/or documentation substantiating such amounts. (ii) In and/or receipts in form and substance reasonably acceptable to the event that the Company. If Executive voluntarily terminates his employment with without Good Reason prior to the first anniversary of the Headquarters Relocation, Executive shall repay to the Company other than for Good Reason (as defined below), or if the Executive’s employment is terminated by the Company for Cause (as defined below), the Executive will be required to repay 50% a pro rata portion of the gross amount Relocation Reimbursement and any Tax Gross-Up based on the number of reimbursed Relocation Expenses if days elapsed in the one-year period ending on the first anniversary of the Effective Date. The Company will have the right to offset such termination occurs prior amounts against any compensation otherwise payable to October 17, 2018, which repayment shall be made within thirty (30) days of Executive on the date of terminationExecutive’s termination of employment.

Relocation Expenses. (ia) The Company shall will reimburse the ExecutiveExecutive for all documented, reasonable expenses of moving from Arkansas to the extent it has not previously reimbursed the Executive pursuant to the Prior Employment AgreementWashington, D.C. metropolitan area (and for reasonable and customary relocation expenses actually incurred by the Executive insurance for full replacement value during the Employment Period as a direct result of move) the relocation of him Executive’s and his spouse to a location within reasonable commuting distance of the Company’s retail division executive offices in Rockaway, NJ (“Relocation Expenses”), subject to Company policies and to such reasonable substantiation and documentation as may be specified by the Company, including house-hunting visits for the Executive and his spouse as reasonably necessary; the cost of packing and moving the Executivefamily’s household goods and the moving of automobiles possessions, including but not limited to the Executive’s home personal art and wine collections (recognizing that such collections may cause the Executive to incur costs in addition to those associated with an ordinary household move) and up to three automobiles. The Executive may select the company or around Rockawaycompanies to conduct the move, NJ; subject to the cost approval of the Company, which approval will not be unreasonably withheld, conditioned or delayed. To the extent that such reimbursement causes the Executive to incur income taxes, the Company will gross up the reimbursement to account for the income tax liability. (b) The Company will, on or as soon as practicable after the Effective Date, obtain temporary housing for the Executive and his the Executive’s immediate family in or around Rockaway, NJ (not less than two bedrooms) in the Washington D.C. area, and will while the Executive is in temporary housing reimburse the Executive for the reasonable costs of meals and laundry/dry cleaning for himself and his family, until such time as the Executive has leased or purchased a home in the Washington D.C. area. If, at the time of such lease or purchase, the Executive has not yet sold his home in Arkansas (the “Arkansas Home”), the Company shall thereafter reimburse the Executive for his monthly mortgage payment and other expenses in respect of the Arkansas Home (including reasonable expenses for interest, insurance, utilities, maintenance, and landscaping, and excluding any payments to principal). The combined time period for such temporary housing and/or such mortgage and expense reimbursement shall not exceed six 14 months in duration); total. When the cost Executive sells the Arkansas Home, (i) the Company will reimburse the Executive for the actual loss, if any, on such sale documented by the Executive, up to a maximum amount of temporary storage three hundred thousand dollars ($300,000) or (ii) the Executive will repay to the Company the amount of any mortgage payments on the Arkansas Home reimbursed by the Company pursuant to this Section 2.4 to the extent of the actual gain, if any, on such sale. The Company will also provide the Executive, as of the Effective Date, with a relocation allowance equal to four weeks pro rata of the Executive’s household goods for a reasonable period of time; real estate commissions on the sale of the Executive’s home in Illinois and the purchase of a new home in or around Rockaway, NJ; reasonable closing costs on a new home that is a reasonable commuting distance from the Company’s retail division executive offices; and airfare to the Rockaway, NJ area for all members of the Executive’s immediate family. For the avoidance of doubt, such reimbursable Relocation Expenses will not include payment of any losses in connection with any capital transaction, such as the sale of a home. In the event that any of the reimbursements for Relocation Expenses are taxable to the Executive, the Company shall promptly make additional “gross up” payments to the Executive sufficient to cover such additional taxes (including taxes on the gross-up). The Company shall pay the Executive any amounts due to him in respect of Relocation Expenses within thirty (30) days after submission of written documentation substantiating such amountsBase Salary. (ii) In the event that the Executive terminates his employment with the Company other than for Good Reason (as defined below), or if the Executive’s employment is terminated by the Company for Cause (as defined below), the Executive will be required to repay 50% of the gross amount of reimbursed Relocation Expenses if such termination occurs prior to October 17, 2018, which repayment shall be made within thirty (30) days of the date of termination.

Relocation Expenses. (i) The Company has reimbursed or shall reimburse the Executive, to the extent it has not previously reimbursed the Executive pursuant to the Prior Employment Agreement, for reasonable and customary relocation expenses actually incurred by the Executive during the Employment Period as a direct result of the his relocation of him and his spouse to a location within reasonable commuting distance of the Company’s retail division executive offices in Rockaway, NJ or the Company’s offices in Elmsford, NY (“Relocation Expenses”), subject to Company policies and to such reasonable substantiation and documentation as may be specified by the Company, including house-hunting visits for the Executive and his spouse as reasonably necessary; the cost of packing and moving the Executive’s household goods and the moving of automobiles to the Executive’s home in or around Rockaway, NJNJ or Elmsford, NY; the cost of temporary housing for the Executive and his immediate family in or around Rockaway, NJ or Elmsford, NY (not to exceed six 18 months in duration); the cost of temporary storage of the Executive’s household goods for a reasonable period of time; real estate commissions on the sale of the Executive’s home in Illinois and the purchase of a new home in or around Rockaway, NJNJ or Elmsford, NY; reasonable closing costs on a new home that is a reasonable commuting distance from the Company’s retail division executive officesRockaway, NJ or Elmsford, NY; and airfare to the Rockaway, NJ or Elmsford, NY area for all members of the Executive’s immediate family. For the avoidance of doubt, such reimbursable Relocation Expenses will not include payment of any losses in connection with any capital transaction, such as the sale of a home. In the event that any of the reimbursements for Relocation Expenses are taxable to the Executive, the Company shall promptly make additional “gross up” payments to the Executive sufficient to cover such additional taxes (including taxes on the gross-up). The Company has paid or shall pay the Executive any amounts due to him in respect of Relocation Expenses within thirty (30) days after submission of written documentation substantiating such amounts. (ii) In the event that the Executive terminates his employment with the Company other than for Good Reason (as defined below), or if the Executive’s employment is terminated by the Company for Cause (as defined below), the Executive will be required to repay (a) 100% of the gross amount of any Relocation Expenses paid or reimbursed if such termination occurs within one year following the Prior Agreement Effective Date and (b) 50% of the gross amount of reimbursed Relocation Expenses paid or reimbursed if such termination occurs prior to October 17, 2018more than one year from the Prior Agreement Effective Date but within two years following the Prior Agreement Effective Date, which repayment shall be made within thirty (30) days of the date of termination.

Relocation Expenses. (i) The Company shall will reimburse the Executive, to the extent it has not previously reimbursed the Executive pursuant to the Prior Employment Agreement, for actual and reasonable and customary relocation expenses actually incurred by the Executive during the Employment Period as a direct result of in connection with the relocation of him and his spouse Executive's personal residence, up to a location within reasonable commuting distance maximum reimbursement of $30,000. Items that are eligible for reimbursement under the Company’s retail division executive offices in Rockaway, NJ (“Relocation Expenses”), subject to Company policies and to such reasonable substantiation and documentation as may be specified by the Company, including house-hunting visits for the Executive and his spouse as reasonably necessary; the cost of preceding sentence include packing and moving the Executive’s household goods expenses, storage, temporary living accommodations, and the moving of automobiles to the Executive’s home in or around Rockaway, NJ; the cost of temporary housing for the Executive sale and his immediate family in or around Rockaway, NJ home purchase closing costs (not to exceed six months in duration); the cost of temporary storage of the Executive’s household goods for a reasonable period of time; including without limitation real estate commissions commissions). In addition, if Executive decides to sell his current residence located in Grundy, Virginia (the "Residence"), and puts the Residence on the sale of market on or before December 31, 1999, and subsequently sells the Executive’s home in Illinois and the purchase of a new home in or around Rockaway, NJ; reasonable closing costs on a new home that is a reasonable commuting distance from the Company’s retail division executive offices; and airfare to the Rockaway, NJ area for all members of the Executive’s immediate family. For the avoidance of doubt, such reimbursable Relocation Expenses will not include payment of any losses in connection with any capital transaction, such as the sale of a home. In the event that any of the reimbursements for Relocation Expenses are taxable to the ExecutiveResidence, the Company shall promptly make additional “gross up” payments reimburse Executive an amount equal to (i) the appraised value of the Residence as determined pursuant to a written appraisal prepared by an independent real estate appraiser reasonably acceptable to the Company (the "Appraised Value") less (ii) the selling price of the Residence, without deduction of any commission, cost or expense (the "Selling Price"); provided, however, that the amount of the reimbursement pursuant to this sentence shall not exceed $35,000, and provided further that if the Selling Price equals or exceeds the Appraised Value, Executive sufficient will not be entitled to cover any reimbursement under this sentence. Reimbursements under this Section 2(d) will be reported as compensation to Executive and may be subject to state and/or federal taxation. To the extent reimbursement of such expenses pursuant to this Section 2(d) is subject to state or federal taxation, the Company will pay an additional taxes amount (including the "Gross-Up Payment") such that after payment of all state and federal taxes on the grossreimbursement and the Gross-up)Up Payment, Executive will retain an amount equal to the reimbursement. The Company shall pay the Executive any amounts due to him in respect of Relocation Expenses within thirty (30) days after submission of written documentation substantiating such amounts. (ii) In the event that the Executive terminates his employment will fully and completely cooperate with the Company other than for Good Reason (as defined below)with respect to all matters associated with the taxation and potential taxation of reimbursements made pursuant to this Section. Notwithstanding anything else to the contrary, or if the Executive’s employment is terminated by the Company for Cause (as defined below), the Executive total reimbursement and Gross-Up Payments pursuant to this Section will be required to repay 50% of the gross amount of reimbursed Relocation Expenses if such termination occurs prior to October 17, 2018, which repayment shall be made within thirty (30) days of the date of terminationnot exceed $125,000.00.

Relocation Expenses. Subject to Employee’s relocation from Employee’s current residence in Houston, and Employee’s continued employment through the time of relocation, the Company will reimburse Employee for the ordinary and necessary expenses incurred by Employee as a result of his relocation, including the reasonable costs associated with (i) The Company shall reimburse the Executivepacking, unpacking and moving Employee’s personal and household goods to the extent it has not previously reimbursed Philadelphia or Boston metropolitan area (as applicable); (ii) Houston, Texas area home closing costs (including customary real estate closing costs for the Executive pursuant sale of Employee’s existing home, including realtor’s commission up to 6%), but excluding seller-paid points, pro-rated taxes, pro-rated interest and sellers’ allowances; and (iii) Philadelphia or Boston (as applicable) area normal closing costs for purchase of a new home with a maximum of 1% for loan origination fee and excluding discount points, pre-paids and homeowner association fees (the Prior Employment Agreement, for reasonable and customary relocation expenses actually incurred by the Executive during the Employment Period as a direct result of the relocation of him and his spouse to a location within reasonable commuting distance of the Company’s retail division executive offices in Rockaway, NJ (“Relocation Expenses”). In addition, subject if any Relocation Expenses paid to Employee is determined to be taxable as ordinary income to Employee, the Company policies will make an additional cash payment to Employee (the “Relocation Gross-Up Payment”), in an amount which, after the reduction of any income or employment taxes associated with the Relocation Gross-Up Payment, is sufficient to satisfy the amount of the income and to employment taxes incurred by Employee as a result of such reasonable substantiation and documentation as may payment or reimbursement of the Relocation Expenses. For compliance with Code Section 409A, any Relocation Gross-Up Payment shall be specified by made no later than December 31 of the Company, including house-hunting visits for year following the year in which the Executive and his spouse remits any such taxes incurred as reasonably necessary; the cost a result of packing and moving the Executive’s household goods and the moving of automobiles to the Executive’s home in such payment or around Rockaway, NJ; the cost of temporary housing for the Executive and his immediate family in or around Rockaway, NJ (not to exceed six months in duration); the cost of temporary storage reimbursement of the Executive’s household goods Relocation Expenses. Any Relocation Expenses will be paid to Employee within 30 days after the date Employee submits receipts for a reasonable period of time; real estate commissions on the sale of the Executive’s home in Illinois and the purchase of a new home in or around Rockaway, NJ; reasonable closing costs on a new home that is a reasonable commuting distance from the Company’s retail division executive offices; and airfare to the Rockaway, NJ area for all members of the Executive’s immediate familysuch expenses. For the avoidance of doubt, if any reimbursements payable to Employee are subject to the provisions of Code Section 409A: (a) to be eligible to obtain reimbursement for such reimbursable Relocation Expenses, Employee must submit expense reports within 45 days after the expense is incurred, (b) any such Relocation Expenses will not include payment of any losses in connection with any capital transaction, such as the sale of a home. In the event that any be paid no later than December 31 of the reimbursements for Relocation Expenses are taxable to year following the Executiveyear in which the expense was incurred, (c) the Company shall promptly make additional “gross up” payments to the Executive sufficient to cover such additional taxes (including taxes on the gross-up). The Company shall pay the Executive any amounts due to him in respect amount of Relocation Expenses within thirty reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and (30d) days after submission of written documentation substantiating such amounts. (ii) In the event that the Executive terminates his employment with the Company other than for Good Reason (as defined below), or if the Executive’s employment is terminated by the Company for Cause (as defined below), the Executive will be required right to repay 50% of the gross amount of reimbursed Relocation Expenses if such termination occurs prior under this Agreement will not be subject to October 17, 2018, which repayment shall be made within thirty (30) days of the date of terminationliquidation or exchange for another benefit.

Relocation Expenses. (i) The Company shall pay, or reimburse the ExecutiveExecutive for, to the extent it has not previously reimbursed the Executive pursuant to the Prior Employment Agreement, for reasonable and customary relocation expenses actually incurred by the Executive during relating to his relocation to Durham, North Carolina as follows: 1. The Company will provide Executive with four installment payments in the Employment Period as amount of $50,000 each, to be paid in a direct result lump sum on the first payroll date of each of the first four fiscal quarters of Executive’s employment, with each payment to be grossed up for income and withholding taxes based on the marginal tax rate applicable to compensation disbursed at the time of payment. These payments are intended to contribute to all transitional relocation expenses including but not limited to current housing lease coverage, housing rental in the Research Triangle Park area, storage expenses and personal travel expenses. 2. The Company will pay for or reimburse Executive for the reasonable costs of him and his spouse to a location within reasonable commuting distance of necessary house-hunting trip(s), with prior approval by the Company’s retail division executive offices in Rockaway, NJ (“Relocation Expenses”), subject to Senior Vice President of Human Resources. 3. The Company policies and to such reasonable substantiation and documentation as may be specified by the Company, including house-hunting visits will pay for the Executive reasonable and his spouse as reasonably necessary; the cost customary expenses of packing and moving the Executive’s household goods belongings. Executive shall use Paragon Relocation for such purposes and the Company will be directly billed for those expenses, including moving of automobiles to the Executive’s home in or around Rockaway, NJ; the cost of temporary housing for the Executive and his immediate family in or around Rockaway, NJ (not to exceed six months in duration); the cost of temporary storage of the Executive’s household goods for a reasonable period of time; real estate commissions on the sale of the Executive’s home in Illinois from Aspen, CO and the purchase of a new home in or around RockawayAustin, NJ; reasonable closing costs on a new home that is a reasonable commuting distance from the Company’s retail division executive offices; and airfare to the Rockaway, NJ area for all members of the Executive’s immediate family. For the avoidance of doubt, such reimbursable Relocation Expenses will not include payment of any losses in connection with any capital transaction, such as the sale of a home. In the event that any of the reimbursements for Relocation Expenses are taxable to the Executive, the Company shall promptly make additional “gross up” payments to the Executive sufficient to cover such additional taxes (including taxes on the gross-up). The Company shall pay the Executive any amounts due to him in respect of Relocation Expenses within thirty (30) days after submission of written documentation substantiating such amountsTX. (ii) Executive shall be obligated to reimburse the Company for all relocation amounts paid to Executive under this Section 3(e) in the event that Executive resigns from his employment (without “Good Reason”) or the Company terminates Executive’s employment for “Cause” before the second anniversary of the Employment Start Date. Executive will authorize the Company to withhold any amounts due from his paycheck if reimbursement is necessary, consistent with legal requirements. (iii) In the event that the Executive terminates his employment with the Company other than for Good Reason (as defined below), or if the Executive’s employment is terminated on or before October 31, 2019, under circumstances making him eligible for severance benefits under the Section 16 Severance Plan, then as additional severance benefits, conditioned upon Executive’s execution of a release of claims as otherwise required under the Section 16 Severance Plan, which shall be substantially in the form of the Release described in Section 8(a) of this Agreement, and the other terms and conditions applicable to Executive’s receipt of severance benefits under such Plan, Executive will be eligible for reimbursement by the Company for Cause any loss incurred in the sale of Executive’s primary North Carolina residence following the Termination Date in the amount equal to the greater of (x) the fair market value of such residence as defined belowdetermined by the Company’s third party relocation service, or (y) the purchase price of such residence and the documented cost of any capital improvements made to the such residence made by Executive, over (z) the net sale price received by Executive (“Loss on Sale Severance Benefits”), . Such amount shall be paid to Executive in lump sum (less applicable withholdings) within two and one-half months following the Executive will be required to repay 50% sale of the gross amount of reimbursed Relocation Expenses if such termination occurs prior to October 17residence, 2018, which repayment shall be made within thirty (30except as provided in Section 7(b) days of the date of terminationbelow.

Relocation Expenses. (i) The Company shall reimburse the In furtherance of Executive, ’s relocation of his principal place of residence to the extent it has not previously reimbursed the Executive pursuant to the Prior Employment Agreement, for reasonable and customary relocation expenses actually incurred by the Executive during the Employment Period as a direct result of the relocation of him and his spouse to a location within reasonable commuting distance of the Company’s retail division executive offices in Rockaway, NJ (“Relocation Expenses”), subject to Company policies and to such reasonable substantiation and documentation as may be specified by the Company, including house-hunting visits for the Executive and his spouse as reasonably necessary; the cost of packing and moving the San Francisco Bay Area following Executive’s household goods and receipt of all necessary governmental approvals to work legally in the moving of automobiles to the Executive’s home in or around Rockaway, NJ; the cost of temporary housing for the Executive and his immediate family in or around Rockaway, NJ (not to exceed six months in duration); the cost of temporary storage of the Executive’s household goods for a reasonable period of time; real estate commissions on the sale of the Executive’s home in Illinois and the purchase of a new home in or around Rockaway, NJ; reasonable closing costs on a new home that is a reasonable commuting distance from the Company’s retail division executive offices; and airfare to the Rockaway, NJ area for all members of the Executive’s immediate family. For the avoidance of doubt, such reimbursable Relocation Expenses will not include payment of any losses in connection with any capital transaction, such as the sale of a home. In the event that any of the reimbursements for Relocation Expenses are taxable to the ExecutiveUnited States, the Company shall promptly make additional “gross up” payments pay for or reimburse Executive in accordance with the Company’s written expense reimbursement policies and procedures for up to a total of $30,000, which shall include (A) the movement of Executive’s reasonable household goods, (B) reimbursement for round trip tickets for house hunting trips to the San Francisco Bay Area for Executive, his spouse and/or his dependent children, (C) reimbursement for transportation for Executive, his spouse and his dependent children to the San Francisco Bay Area, and (D) reasonable and customary realtor costs incurred by Executive sufficient to cover such additional taxes in connection with the purchase of Executive’s residence in the San Francisco Bay Area (including taxes on collectively, the gross-up“Relocation Reimbursement”). The In addition, the Company shall pay to Executive a tax gross-up (the “Tax Gross-Up”) for any federal, state, local or foreign income and employment taxes Executive any is required to pay resulting from the Relocation Reimbursement and from the Tax Gross-Up, which Tax Gross-Up shall be paid in accordance with Treasury Regulation Section 1.409A-3(i)(1)(v). All amounts due eligible for the Relocation Reimbursement must be incurred by and paid to him in respect of Executive during the Term. The Relocation Expenses Reimbursement and the Tax Gross-Up shall be paid to Executive within thirty (30) days after submission following the Company’s receipt of a written request for such reimbursement, but subject to receipt by the Company of supporting receipts and/or documentation substantiating and/or receipts in form and substance reasonably acceptable to the Company. If Executive voluntarily terminates his employment without Good Reason prior to the first anniversary of the Effective Date, Executive shall repay to the Company a pro rata portion of the Relocation Reimbursement and any Tax Gross-Up based on the number of days elapsed in the one-year period ending on the first anniversary of the Effective Date. The Company will have the right to offset such amountsamounts against any compensation otherwise payable to Executive on the date of Executive’s termination of employment. (ii) In the event that the Executive terminates his employment with the Company other than for Good Reason (as defined below), or if the Executive’s employment is terminated by the Company for Cause pursuant to Section 8(a)(i), (as defined belowii), (iii), (iv), (v) or (vi), the Company shall pay for or reimburse Executive will be in accordance with the Company’s written expense reimbursement policies and procedures for up to a total of $30,000 in connection with his relocation from the San Francisco Bay Area to his new principal place of residence, which shall include (A) the movement of Executive’s reasonable household goods, (B) reimbursement for round trip tickets for house hunting trips to Executive’s new residence, (C) reimbursement for transportation for Executive, his spouse and his dependent children to Executive’s new residence, and (D) reasonable and customary realtor costs incurred by Executive in connection with the purchase of Executive’s new residence (collectively, the “Termination Relocation Reimbursement”). In addition, the Company shall pay to Executive a tax gross-up (the “Termination Tax Gross-Up”) for any federal, state, local or foreign income and employment taxes Executive is required to repay 50% of pay resulting from the gross amount of reimbursed Termination Relocation Expenses if such termination occurs prior to October 17, 2018Reimbursement and from the Termination Tax Gross-Up, which repayment Termination Tax Gross-Up shall be made paid in accordance with Treasury Regulation Section 1.409A-3(i)(1)(v). All amounts eligible for the Termination Relocation Reimbursement must be incurred by and paid to Executive within six (6) months following Executive’s date of termination. The Termination Relocation Reimbursement and the Termination Tax Gross-Up shall be paid to Executive within thirty (30) days following the Company’s receipt of a written request for such reimbursement, but subject to receipt by the date Company of terminationsupporting receipts and/or documentation and/or receipts in form and substance reasonably acceptable to the Company.

Relocation Expenses. The Company will provide Executive with up to $200,000 to be used during the 2021 calendar year in connection with Executive’s relocation of Executive’s principal residence to the Florham Park, New Jersey area (the “Relocation Amount”). Acceptable uses of the Relocation Amount include (i) The Company shall reimburse expenses related to moving household goods and personal effects including hiring professional movers or renting a moving vehicle and packing supplies; (ii) the cost paid for standard carrier insurance while in transit; (iii) mileage reimbursement at the federal mileage rate to drive Executive, ’s personal vehicle(s) to the extent it has not previously reimbursed the new location; (iv) travel costs, including airfare or other public transportation and lodging for Executive pursuant to the Prior Employment Agreement, for reasonable and customary relocation expenses actually incurred by the Executive during the Employment Period as a direct result of the relocation of him and his spouse to immediate family members between his old and new homes; and (v) offsetting Executive’s closing costs for buying and/or selling a location within reasonable commuting distance of the Company’s retail division executive offices in Rockaway, NJ home (collectively “Relocation Expenses”). Appropriate supporting documentation (i.e., subject to Company policies and to such reasonable substantiation and documentation as may be specified by the Company, including house-hunting visits for the Executive and his spouse as reasonably necessary; the cost of packing and moving the Executive’s household goods and the moving of automobiles to the Executive’s home in or around Rockaway, NJ; the cost of temporary housing for the Executive and his immediate family in or around Rockaway, NJ (not to exceed six months in duration); the cost of temporary storage itemized receipts) of the Executive’s household goods for a reasonable period of time; real estate commissions on the sale of the Executive’s home in Illinois and the purchase of a new home in or around Rockaway, NJ; reasonable closing costs on a new home that is a reasonable commuting distance from the Company’s retail division executive offices; and airfare to the Rockaway, NJ area for all members of the Executive’s immediate family. For the avoidance of doubt, such reimbursable Relocation Expenses will not include payment of any losses in connection with any capital transaction, such as must be submitted within sixty (60) days following the sale of a home. In date the event that any of the reimbursements for Relocation Expenses are taxable incurred and prior to the Executive, the Company shall promptly make additional “gross up” payments reimbursement. Any Relocation Amount will be paid with respect to the Executive sufficient to cover such additional taxes (including taxes on the gross-up). The Company shall pay the Executive any amounts due to him in respect of Relocation Expenses within no later than thirty (30) days after submission following the date of written receipt of an invoice or other documentation substantiating such amounts. (ii) In that complies with Company policies. The Company will withhold from any Relocation Amount any applicable income and employment tax withholdings, as determined in its reasonable judgment, and Executive will be responsible for paying any taxes on these reimbursements to the event extent that the Executive terminates his employment with they are taxable income under applicable tax law. If Executive’s service to the Company terminates for any reason (other than for Good Reason (as defined below), or if the Executive’s employment is terminated a termination by the Company without Cause, a resignation by Executive for Cause Good Reason, or a termination by virtue of Executive’s death or Disability) prior to the date that is twenty-four (24) months following the Start Date, then Executive will forfeit all rights to be paid any portion of the Relocation Amount not yet paid as defined belowof the date of termination and Executive must further repay to the Company the portion of the Relocation Amount that has been paid to Executive as of the termination date (on a net of tax basis) (the “Relocation Repayment Amount”). Executive agrees that the Company may deduct, in accordance with applicable law, the Relocation Repayment Amount from any payments the Company owes Executive, including but not limited to any regular payroll amount, severance payments (if applicable), and/or any expense payments. Executive further agrees to pay to the Executive will be required to repay 50% of the gross amount of reimbursed Relocation Expenses if such termination occurs prior to October 17Company, 2018, which repayment shall be made within thirty (30) days of the date termination date, any remaining unpaid balance of terminationthe Relocation Repayment Amount not covered by such deductions. For the avoidance of doubt, Executive will perform his duties primarily out of the Florham Park, New Jersey office, both prior to and subsequent to such relocation of Executive’s household.

Relocation Expenses. (i) The Company shall pay Employee two-hundred and fifty thousand dollars ($250,000) (the “Relocation Payment”) to reimburse the Executive, to the extent it has not previously reimbursed the Executive pursuant to the Prior Employment Agreement, Employee for reasonable and customary Employee’s relocation expenses actually incurred by the Executive during the Employment Period as a direct result of the relocation of him and associated with his spouse or her move to a location within reasonable commuting distance of the Company’s retail division executive offices Wisconsin in Rockaway, NJ (“Relocation Expenses”), subject to Company policies and to such reasonable substantiation and documentation as may be specified connection with his or her employment by the Company, including house-hunting visits for the Executive and his spouse as reasonably necessary; the cost of packing and moving the Executive’s household goods and the moving of automobiles to the Executive’s home in or around Rockaway, NJ; the cost of temporary housing for the Executive and his immediate family in or around Rockaway, NJ (not to exceed six months in duration); the cost of temporary storage of the Executive’s household goods for a reasonable period of time; real estate commissions on the sale of the Executive’s home in Illinois and the purchase of a new home in or around Rockaway, NJ; reasonable closing costs on a new home that is a reasonable commuting distance from the Company’s retail division executive offices; and airfare to the Rockaway, NJ area for all members of the Executive’s immediate family. For the avoidance of doubt, such reimbursable Relocation Expenses will not include payment of any losses in connection with any capital transaction, such as the sale of a home. In the event that any of the reimbursements for Relocation Expenses are taxable to the Executive, the Company shall promptly make additional “gross up” payments to the Executive sufficient to cover such additional taxes (including taxes on the gross-up). The Company Relocation Payment shall pay the Executive any amounts due to him in respect of Relocation Expenses be paid within thirty (30) days of the Start Date. If Employee incurs actual, reasonable and customary relocation expenses within one (1) year after submission the Start Date that exceed the Relocation Payment (for items such as real estate commissions and other closing costs relating to the sale of written Employee’s current house, storage of Employee’s household goods for a maximum of six (6) months while Employee and his or her family are in temporary housing, etc.) (collectively, the “Excess Relocation Expenses”), Employee may provide the Company’s SVP of Human Resources with documentation substantiating of such amounts. (ii) Excess Relocation Expenses for review by the CEO, and the CEO may elect, in his discretion, to reimburse Employee for all or part or none of such Excess Relocation Expenses. In the event that the Executive terminates his employment with addition, the Company other than for Good Reason agrees to provide Employee with a payment equal to two percent (as defined below2%) of the final sale price of his current primary residence upon Employee’s successful sale and closure on such primary residence if such sale and closure is completed within six (6) months of the Start Date (the “Home Sale Payment”). The Home Sale Payment shall be paid within thirty (30) days of the sale and closure of the home subject to Employee’s submittal of documentation of the fmal sale closure. In addition to the Relocation Payment, Home Sale Payment and Excess Relocation Expenses (if any), or if Company shall reimburse Employee for the Executivereasonable cost of temporary housing in Wisconsin and reasonable, occasional travel back to Employee’s employment is terminated by the Company for Cause (house as defined below), the Executive will be required to repay 50% of the gross amount Start Date for up to six (6) months after the Start Date and shall reimburse Employee for the reasonable expenses associated with two (2) house-hunting trips by Employee and his or her spouse. Reimbursement of reimbursed Relocation Expenses if such termination occurs prior to October 17, 2018, which repayment costs and expenses shall be made within thirty (30) days of Employee’s incurring the date costs and expenses, subject to Employee’s providing reasonable documentation of terminationthe reimbursable costs and expenses. Employee agrees that if Employee initiates Employee’s Separation from Service without Good Reason (as defined below) at any time within twelve (12) months of the Start Date, Employee shall repay all payments made to him or her pursuant to this Section 4.5 (including without limitation the Relocation Payment, any Excess Relocation Expenses and the Home Sale Payment) within thirty (30) days of the Separation from Service. Employee further agrees that if Employee fails to relocate his or her primary residence to Wisconsin within six (6) months of the Start Date, he or she shall repay the Relocation Payment, any Excess Relocation Expenses and any Home Sale Payment.

Relocation Expenses. (ia) The Company Executive shall reimburse the Executive, relocate to the extent it has Chicago, Illinois metropolitan area on a permanent basis (the “Relocation”) not previously reimbursed later than seven (7) months following the Executive pursuant to Effective Date (the Prior Employment Agreement“Relocation Period”), in connection with which the Company will be responsible for reasonable and customary relocation expenses actually incurred by the Executive during following (the Employment Period as a direct result of the relocation of him and his spouse to a location within reasonable commuting distance of the Company’s retail division executive offices in Rockaway, NJ (“Relocation Expenses”)): (i) Reasonable, subject documented out-of-pocket expenses related to Company policies and to such reasonable substantiation and documentation as may be specified by the Company, including house-hunting visits for the Executive and his spouse as reasonably necessary; the cost of packing and moving the Executive’s household goods and the moving of automobiles to the Executive’s home in or around Rockaway, NJ; the cost of temporary housing for the Executive and his immediate family in or around Rockaway, NJ (not to exceed six months in duration); the cost of temporary storage transportation of the Executive’s household goods furniture and other personal belongings, up to $30,000; (ii) A one-time relocation bonus of $30,000 to reimburse the Executive for a reasonable period other costs related to the Relocation; (iii) All reasonable, documented out-of-pocket costs of timetemporary housing in an agreed-upon corporate apartment unit through July 31, 2015 (the “Relocation Period”); real estate commissions on the sale of and (iv) All reasonable, documented out-of-pocket airfare and rental car expenses for the Executive’s home in Illinois trips to and the purchase of a new home in or around Rockaway, NJ; reasonable closing costs on a new home that is a reasonable commuting distance from the Company’s retail division executive offices; and airfare to Support Center at the Rockaway, NJ area for all members Company’s request until the earlier of the Executive’s immediate familyRelocation and the end of the Relocation Period. For the avoidance of doubt, such reimbursable All Relocation Expenses will not include payment of any losses be reimbursed in connection accordance with any capital transaction, such as the sale of a home. In the event that any of the reimbursements for Relocation Expenses are taxable Company’s established policies and procedures related to the Executive, the Company shall promptly make additional “gross up” payments to the Executive sufficient to cover such additional taxes (including taxes on the gross-up). The Company shall pay the Executive any amounts due to him in respect timing of Relocation Expenses within thirty (30) days after submission reimbursement of written documentation substantiating such amountsexpenses. (iib) In the event that The Executive acknowledges and agrees that, if the Executive terminates his her employment with the Company other than for without Good Reason (as defined below)) prior to the first anniversary of the Effective Date, or if the Executive’s employment is terminated Executive shall be obligated to reimburse the Company for all Relocation Expenses incurred by the Company for Cause in accordance with the following schedule: (as defined below)i) If such termination is prior to the three-month anniversary of the Effective Date, the Executive will be required reimburse the Company for 100% of the Relocation Expenses; (ii) If such termination is prior to repay the six-month anniversary of the Effective Date, the Executive will reimburse the Company for 75% of the Relocation Expenses; (iii) If such termination is prior to the nine-month anniversary of the Effective Date, the Executive will reimburse the Company for 50% of the gross amount of reimbursed Relocation Expenses if Expenses; and (iv) If such termination occurs is prior to October 17, 2018, which repayment shall be made within thirty (30) days the twelve-month anniversary of the date Effective Date, the Executive will reimburse the Company for 25% of terminationthe Relocation Expenses. In addition, it is recognized that the Executive in the performance of her duties hereunder may be required to expend sums for travel (e.g., airfare, automobile rental, etc.), entertainment and lodging. During the Employment Term, the Company shall reimburse the Executive for reasonable business expenses incurred by her during the Employment Term in connection with the performance of her duties hereunder conditioned upon and subject to the Company’s established policies and procedures, including written receipt from the Executive of an itemized accounting in accordance with the Company’s regular business expense verification practices.

Relocation Expenses. As promptly as practicable following the Start Date, Executive will relocate to the general area of the Company's headquarters in San Antonio, Texas. The Company will reimburse the Executive for (or, where possible, pay on Executive's behalf) his reasonable relocation costs, including, without limitation, the following: (i) The Company shall reimburse interest paid by Executive on any bridge loan incurred by Executive for the Executiveperiod (the "Bridge Period") between the purchase of his residence in the San Antonio, to Texas area (the extent it has not previously "New Residence") and the sale of his existing residence; PROVIDED, HOWEVER, that the loan amount on which interest will be reimbursed the Executive pursuant to this clause (i) will not exceed, in the Prior Employment Agreementaggregate, for reasonable and customary relocation expenses actually incurred by the Executive amount of Executive's equity in his existing residence as of the Start Date; (ii) the mortgage payments during the Employment Bridge Period as a direct result on the smaller of the relocation of him and two mortgages Executive is then carrying on his spouse to a location within reasonable commuting distance of the Company’s retail division executive offices in Rockaway, NJ (“Relocation Expenses”), subject to Company policies and to such reasonable substantiation and documentation as may be specified by the Company, including house-hunting visits for the Executive and his spouse as reasonably necessary; the cost of packing and moving the Executive’s household goods existing residence and the moving of automobiles to New Residence; (iii) the Executive’s home in or around Rockawayclosing costs (including, NJ; the cost of temporary housing for the Executive and his immediate family in or around Rockawaywithout limitation, NJ (not to exceed six months in duration); the cost of temporary storage of the Executive’s household goods for a reasonable period of time; real estate commissions commissions, transaction taxes, filing fees, title and property inspections, appraisals, attorney fees, etc.) incurred on the sale of the Executive’s home in Illinois 's existing residence and on the purchase of a new home the New Residence; (iv) the expenses (points) associated with the Executive's mortgage on his New Residence, but not in or around Rockaway, NJ; reasonable closing costs on a new home that is a reasonable commuting distance from the Company’s retail division executive officesexcess of $20,000; and airfare (v) housing expenses in San Antonio through June 1999 or, if earlier, until Executive completes his relocation to the Rockaway, NJ area San Antonio. The Company will make Executive whole for all members any taxes for which Executive becomes liable by reason of the Executive’s immediate familyreimbursements and payments provided for in the preceding sentence. For Executive agrees that (a) the avoidance of doubt, such reimbursable Relocation Expenses will not include payment of any losses in connection with any capital transaction, such as asking price for the sale of a home. In his existing residence will reasonably reflect the event that any relevant housing market under all of the reimbursements for Relocation Expenses are taxable circumstances, and (b) Executive will consider any reasonable bona fide offer made to purchase his existing residence. Upon request by the Compensation Committee, Executive will provide, at the Company's expense, documentation evidencing his good faith adherence to the Executiveterms of this Section 3.4, including, without limitation, appraisals and other information relevant to determining the Company shall promptly make additional “gross up” payments to the Executive sufficient to cover such additional taxes (including taxes on the gross-up). The Company shall pay the Executive any amounts due to him in respect value of Relocation Expenses within thirty (30) days after submission of written documentation substantiating such amountshis existing residence. (ii) In the event that the Executive terminates his employment with the Company other than for Good Reason (as defined below), or if the Executive’s employment is terminated by the Company for Cause (as defined below), the Executive will be required to repay 50% of the gross amount of reimbursed Relocation Expenses if such termination occurs prior to October 17, 2018, which repayment shall be made within thirty (30) days of the date of termination.

Relocation Expenses. (ia) The Company Executive shall reimburse the Executive, be entitled to the extent it has not previously reimbursed the Executive pursuant to the Prior Employment Agreement, for reimbursement of all reasonable and customary relocation out-of-pocket expenses actually incurred by associated with relocating Executive’s family from California to the Executive during Cincinnati, Ohio area, including all closing costs associated with the Employment Period as a direct result sale of the relocation residence in California (including, but not limited to, real estate commission, survey, title insurance, attorney’s fees); all closing costs associated with the purchase of him a residence in the Cincinnati area (including, but not limited to, inspections, attorney fees, survey, title insurance, and his spouse to a location within reasonable commuting distance mortgage-related fees and expenses such as points, processing fees, underwriting fees, application and appraisal fees); the packing and movement of the Company’s retail division executive offices in Rockaway, NJ (“Relocation Expenses”), subject to Company policies household goods and to such reasonable substantiation vehicles; transportation and documentation as may be specified by the Company, including house-hunting visits hotel and food expenses for the Executive and his spouse as reasonably necessaryassociated with house-hunting trips to Cincinnati; and reasonable temporary living expenses incurred during transition for up to seven months following the cost of packing and moving Effective Date, and, without limiting the Executive’s household goods and the moving of automobiles to the Executive’s home foregoing, in or around Rockaway, NJ; the cost of temporary housing for the Executive and his immediate family in or around Rockaway, NJ (not to exceed six months in duration); the cost of temporary storage of the Executive’s household goods for a reasonable period of time; real estate commissions on the sale of the Executive’s home in Illinois and the purchase of a new home in or around Rockaway, NJ; reasonable closing costs on a new home that is a reasonable commuting distance from accordance with the Company’s retail division executive offices; policies and airfare procedures governing relocation of executives. To the extent than any reimbursements under this Section 2.8(a) result in taxable income to Executive, then Executive shall be fully grossed-up for applicable federal, state and local taxes upon such reimbursements. (b) The Company will provide home sale assistance for Executive’s real property in Dana Point, California (the Rockaway“Residence”). From the Effective Date through December 31, NJ area for all members 2011, the Executive shall take such steps as are practicable to sell his Residence at then-prevailing value. The Company will reimburse Executive if the sale price of his Residence is less than the average of the Executive’s immediate familybroker market analysis appraisals determined by independent MAI appraisers chosen by Executive and the Company, with a third independent MAI appraiser to be chosen by the prior two appraisers to value the property between the two prior values if there is a more than five (5%) percent difference between the values determined by the prior two appraisers. For the avoidance of doubt, such reimbursable Relocation Expenses The Company will not include payment of pay for any losses in connection with any capital transaction, such as the sale of a homeand all MAI appraisals. In the event that any of the reimbursements for Relocation Expenses are taxable addition, if Executive is able to the Executivesell his Residence on or before December 31, 2011, the Company shall promptly make additional “gross up” payments will pay Executive a special bonus equal to the Executive sufficient to cover such additional taxes five (including taxes on the gross-up). The Company shall pay the Executive any amounts due to him in respect of Relocation Expenses within thirty (305%) days after submission of written documentation substantiating such amounts. (ii) In the event that the Executive terminates his employment with the Company other than for Good Reason (as defined below), or if the Executive’s employment is terminated by the Company for Cause (as defined below), the Executive will be required to repay 50% percent of the gross amount of reimbursed Relocation Expenses if such termination occurs prior to October 17, 2018, which repayment shall be made within thirty (30) days of the date of terminationsales price.

Relocation Expenses. The Company will reimburse Employee for up to $20,000 (the “Relocation Amount”) of Relocation Expenses (as defined below) reasonably incurred in connection with Employee’s relocation of her principal residence to the greater Lexington, Kentucky area, but only to the extent the Relocation Expenses are incurred during the 2020 calendar year. For purposes of this Agreement, “Relocation Expenses” means any of the following costs or expenses: (i) The Company shall reimburse the Executive, expenses related to the extent it has not previously reimbursed the Executive pursuant to the Prior Employment Agreement, for reasonable and customary relocation expenses actually incurred by the Executive during the Employment Period as a direct result of the relocation of him and his spouse to a location within reasonable commuting distance of the Company’s retail division executive offices in Rockaway, NJ (“Relocation Expenses”), subject to Company policies and to such reasonable substantiation and documentation as may be specified by the Company, including house-hunting visits for the Executive and his spouse as reasonably necessary; the cost of packing and moving the Executive’s household goods and personal effects including hiring professional movers or renting a moving vehicle and packing supplies; (ii) the moving of automobiles cost paid for standard carrier insurance while in transit; (iii) mileage reimbursement at the federal mileage rate to drive Employee’s personal vehicle(s) to the Executive’s home in new location; (iv) travel costs, including airfare or around Rockaway, NJ; the cost of temporary housing other public transportation and lodging for the Executive Employee and his her immediate family in or around Rockaway, NJ members between her old and new homes; and (not to exceed six months in duration); the cost of temporary storage of the Executivev) offsetting Employee’s household goods for a reasonable period of time; real estate commissions on the sale of the Executive’s home in Illinois and the purchase of a new home in or around Rockaway, NJ; reasonable closing costs on a new home that is a reasonable commuting distance from the Company’s retail division executive offices; and airfare to the Rockaway, NJ area for all members of the Executive’s immediate family. For the avoidance of doubt, such reimbursable Relocation Expenses will not include payment of any losses in connection with any capital transaction, such as the sale of buying and/or selling a home. In the event that any Appropriate supporting documentation (i.e., itemized receipts) of the reimbursements for Relocation Expenses must be submitted within sixty (60) days after the date the Relocation Expenses are taxable incurred and prior to reimbursement. Any portion of the Executive, the Company shall promptly make additional “gross up” payments Relocation Amount will be paid with respect to the Executive sufficient to cover such additional taxes (including taxes on the gross-up). The Company shall pay the Executive any amounts due to him in respect of applicable Relocation Expenses within no later than thirty (30) days after submission the date Employee submits appropriate supporting documentation. The Company will withhold from any portion of written documentation substantiating such amounts. (ii) In the event Relocation Amount that is paid to Employee any applicable income and employment tax withholdings, as determined in its reasonable, good faith judgment, and Employee will be responsible for paying any taxes on these reimbursements to the Executive terminates his employment with extent that they are taxable income under applicable tax law. If Employee resigns from the Company for any reason other than for Good Reason (as defined below), ) or if the ExecutiveCompany terminates Employee’s employment is terminated by the Company for Cause (as defined below) within twenty-four (24) months following the Effective Date of this Agreement, then Employee will forfeit all rights to be paid any portion of the Relocation Amount not yet paid as of the date of termination and Employee must further repay to the Company the portion of the Relocation Amount that has been paid to Employee as of the termination date (on a net of tax basis) (the “Repayment Amount”). Employee agrees that the Company may deduct, in accordance with applicable law, the Executive will be required Repayment Amount from any payments the Company owes Employee, including but not limited to repay 50% of any regular payroll amount and any expense payments. Employee further agrees to pay to the gross amount of reimbursed Relocation Expenses if such termination occurs prior to October 17Company, 2018, which repayment shall be made within thirty (30) days of the date termination date, any remaining unpaid balance of terminationthe Repayment Amount not covered by such deductions. If any reimbursements payable to Employee under this Section 2.4(b) are subject to the provisions of Section 409A: (i) to be eligible to obtain reimbursement for such expenses, Employee must submit expense reports within sixty (60) days after the expense is incurred, (ii) any such reimbursements will be paid no later than December 31 of the year following the year in which the expense was incurred, (iii) the amount of expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and (iv) the right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit.

Relocation Expenses. (ia) The Company shall reimburse Executive for his reasonable expenses incurred in moving his household goods and cars from the ExecutiveLos Angeles, California area to the extent it has not previously reimbursed Harrisburg, Pennsylvania area, in accordance with the Company's moving expense policies applicable to executive officers generally. (b) The Company shall reimburse Executive pursuant to for any loss incurred upon sale of his principal Los Angeles residence (measured as the Prior Employment Agreementexcess, for reasonable and customary relocation expenses actually incurred by if any, of (i) the Executive during sum of (A) the Employment Period as a direct result original purchase price of the relocation residence plus (B) the documented actual cost of him and his spouse any improvement thereto since the date of purchase, the approximate aggregate amount of which has previously been disclosed to a location within reasonable commuting distance of the Company’s retail division executive offices in Rockaway, NJ (“Relocation Expenses”), subject to Company policies and to such reasonable substantiation and documentation as may be specified by the Company, including house-hunting visits for the Executive and his spouse as reasonably necessary; the cost of packing and moving the Executive’s household goods and the moving of automobiles to the Executive’s home in or around Rockaway, NJ; the cost of temporary housing for the Executive and his immediate family in or around Rockaway, NJ plus (not to exceed six months in duration); the cost of temporary storage of the Executive’s household goods for C) a reasonable period of time; standard real estate commissions on commission over (ii) the sale of the Executive’s home in Illinois and the purchase of a new home in or around Rockaway, NJ; reasonable closing costs on a new home that is a reasonable commuting distance from the Company’s retail division executive offices; and airfare to the Rockaway, NJ area for all members of the Executive’s immediate family. For the avoidance of doubtprice), such reimbursable Relocation Expenses will not include payment of amount to be "grossed up" to offset in full any losses net increase in connection with any capital transactionExecutive's federal, state and local income, employment and other taxes resulting therefrom (and from such as the sale of a home. In the event that any of the reimbursements for Relocation Expenses are taxable to the Executive, the Company shall promptly make additional “gross up” payments to the Executive sufficient to cover such additional taxes (including taxes on the gross-up); provided, that the aggregate amount payable pursuant to this Section 4.6(b), including any such gross-up, shall not exceed $100,000. Executive agrees that he shall use his best efforts to sell such residence at its fair market value. (c) The Company shall reimburse Executive for his reasonable living expenses for a temporary residence in the Harrisburg area until the date of relocation. (d) The Company shall reimburse Executive for the reasonable costs of round trip air travel between Harrisburg and Los Angeles for each weekend during the period from the Effective Date through the earlier of his relocation date or August 31, 2000. The Company shall pay also reimburse Executive for a reasonable number of round-trip visits between Los Angeles and the Executive any amounts due Harrisburg area by his immediate family members prior to him in respect of Relocation Expenses within thirty (30) days after submission of written documentation substantiating the relocation date, including reasonable costs for meals, lodging and transportation during such amountstrips. (iie) In The Company shall pay Executive an additional "gross-up" amount to offset in full any net increase in Executive's federal, state and local income, employment and other taxes resulting from any of the event that the Executive terminates his employment with the Company other than for Good Reason (as defined belowamounts and/or benefits payable pursuant to Section 4.6(a), or if the (c) and (d) being taxable to Executive’s employment is terminated by the Company for Cause (as defined below), the Executive will be required to repay 50% of the gross amount of reimbursed Relocation Expenses if such termination occurs prior to October 17, 2018, which repayment shall be made within thirty (30) days of the date of termination.

Relocation Expenses. (ia) Within ninety (90) days following the Effective Date, Executive shall relocate his principal residence from the Portland, Oregon area to the Harrisburg, Pennsylvania area. The Company shall reimburse Executive for his reasonable expenses incurred in moving his household goods and cars from Portland to Harrisburg, in accordance with the Company's moving expense policies applicable to executive officers generally. (b) The Company shall reimburse Executive for any loss incurred upon sale of his principal Portland residence (measured as the Executiveexcess, if any, of (i) the sum of (A) the sale price plus (B) a standard real estate commission, over (ii) the original purchase price of the residence), such amount to be "grossed up" to offset in full any net increase in executive's federal, state and local income, employment and other taxes resulting therefrom (and from such gross-up); provided, that the extent it has not previously reimbursed the Executive aggregate amount payable pursuant to this Section 4.6(b), including any such gross-up, shall not exceed $100,000. Executive agrees that he shall use his best efforts to sell such residence at its fair market value. (c) The Company shall reimburse Executive for his reasonable living expenses for a temporary residence in the Prior Employment Agreement, Harrisburg area until the date of relocation. (d) The Company shall reimburse Executive for reasonable and customary relocation expenses actually closing costs incurred by the Executive during the Employment Period as a direct result of the relocation of him and his spouse to a location within reasonable commuting distance of the Company’s retail division executive offices in Rockaway, NJ (“Relocation Expenses”), subject to Company policies and to such reasonable substantiation and documentation as may be specified by the Company, including house-hunting visits for the Executive and his spouse as reasonably necessary; the cost of packing and moving the Executive’s household goods and the moving of automobiles to the Executive’s home in or around Rockaway, NJ; the cost of temporary housing for the Executive and his immediate family in or around Rockaway, NJ (not to exceed six months in duration); the cost of temporary storage of the Executive’s household goods for a reasonable period of time; real estate commissions on the sale of the Executive’s home in Illinois and the purchase of a new home principal residence in or around Rockaway, NJ; the Harrisburg area. (e) The Company shall reimburse Executive for the reasonable closing costs on a new home that is of a reasonable commuting distance from the Company’s retail division executive offices; number of round trip air fares for travel between Harrisburg and airfare Portland prior to the Rockaway, NJ area for all members his date of the Executive’s immediate family. For the avoidance of doubt, such reimbursable Relocation Expenses will not include payment of any losses in connection with any capital transaction, such as the sale of a home. In the event that any of the reimbursements for Relocation Expenses are taxable to the Executive, the Company shall promptly make additional “gross up” payments to the Executive sufficient to cover such additional taxes (including taxes on the gross-up)relocation. The Company shall pay also reimburse Executive for a reasonable number of round-trip visits between Portland and the Executive any amounts due Harrisburg area by his immediate family members prior to him in respect of Relocation Expenses within thirty (30) days after submission of written documentation substantiating the relocation date, including reasonable costs for meals, lodging and transportation during such amountstrips. (iif) In the event that the all other respects, Executive terminates his employment with the Company other than for Good Reason (as defined below), or if the Executive’s employment is terminated by the Company for Cause (as defined below), the Executive will be required to repay 50% of the gross amount of reimbursed Relocation Expenses if such termination occurs prior to October 17, 2018, which repayment shall be made within thirty (30) days of entitled to benefits under the date of terminationCompany's Executive Level relocation policy as from time to time in effect.

Relocation Expenses. (i) The Company shall reimburse In connection with the Company's planned relocation of its headquarters (the "Headquarters Relocation"), and in furtherance of Executive, ’s relocation of his principal place of residence to the extent it has not previously reimbursed the Executive pursuant location to the Prior Employment Agreement, for reasonable and customary relocation expenses actually incurred by the Executive during the Employment Period as a direct result of the relocation of him and his spouse to a location within reasonable commuting distance of which the Company’s retail division executive offices in Rockaway, NJ (“Relocation Expenses”), subject to Company policies and to such reasonable substantiation and documentation as may be specified by the Company, including house-hunting visits for the Executive and his spouse as reasonably necessary; the cost of packing and moving the Executive’s household goods and the moving of automobiles to the Executive’s home in or around Rockaway, NJ; the cost of temporary housing for the Executive and his immediate family in or around Rockaway, NJ (not to exceed six months in duration); the cost of temporary storage of the Executive’s household goods for a reasonable period of time; real estate commissions on the sale of the Executive’s home in Illinois and the purchase of a new home in or around Rockaway, NJ; reasonable closing costs on a new home that 's headquarters is a reasonable commuting distance from the Company’s retail division executive offices; and airfare to the Rockaway, NJ area for all members of the Executive’s immediate family. For the avoidance of doubt, such reimbursable Relocation Expenses will not include payment of any losses in connection with any capital transaction, such as the sale of a home. In the event that any of the reimbursements for Relocation Expenses are taxable to the Executiveso relocated, the Company shall promptly make additional pay for or reimburse Executive in accordance with the Company’s written expense reimbursement policies and procedures as then in effect for up to a total amount to be agreed upon in writing at the time the Headquarters Relocation has been implemented, which shall include (A) the movement of Executive’s reasonable household goods, (B) reimbursement for round trip tickets for house hunting trips for Executive, his spouse and/or his dependent children, (C) reimbursement for transportation for Executive, his spouse and his dependent children, and (D) reasonable and customary realtor costs incurred by Executive in connection with the purchase of Executive’s residence (collectively, the “gross up” payments Relocation Reimbursement”). In addition, the Company shall pay to Executive a tax gross-up (the “Tax Gross-Up”) for any federal, state, local or foreign income and employment taxes Executive is required to pay resulting from the Relocation Reimbursement and from the Tax Gross-Up, which Tax Gross-Up shall be paid in accordance with Treasury Regulation Section 1.409A-3(i)(1)(v). All amounts eligible for the Relocation Reimbursement must be incurred by and paid to Executive during the term of his employment and within twelve (12) months following the completion of the Headquarters Relocation. The Relocation Reimbursement and the Tax Gross-Up shall be paid to Executive within forty five (45) days following the Company’s receipt of a written request for such reimbursement, but subject to receipt by the Company of supporting receipts and/or documentation and/or receipts in form and substance reasonably acceptable to the Company. If Executive sufficient voluntarily terminates his employment without Good Reason prior to cover such additional taxes (including taxes the first anniversary of the Headquarters Relocation, Executive shall repay to the Company a pro rata portion of the Relocation Reimbursement and any Tax Gross-Up based on the grossnumber of days elapsed in the one-up)year period ending on the first anniversary of the Effective Date. The Company shall pay will have the right to offset such amounts against any compensation otherwise payable to Executive any amounts due to him in respect of Relocation Expenses within thirty (30) days after submission of written documentation substantiating such amounts. (ii) In the event that the Executive terminates his employment with the Company other than for Good Reason (as defined below), or if the Executive’s employment is terminated by the Company for Cause (as defined below), the Executive will be required to repay 50% of the gross amount of reimbursed Relocation Expenses if such termination occurs prior to October 17, 2018, which repayment shall be made within thirty (30) days of on the date of terminationExecutive’s termination of employment.

Relocation Expenses. (a) In the event of a Relocation, the Company shall reimburse the Executive for the following expenses (collectively, the "Relocation Expenses"): (i) a brokerage commission at the standard rate prevailing in Bergen County, New Jersey in connection with the sale of the Executive's current residence, (ii) all closing costs reasonably incurred by the Executive in connection with the sale of the Executive's current residence, (iii) travel and lodging expenses associated with three (3) trips to the business location where the Executive is to be relocated incurred by the Executive to look for a new personal residence, (iv) the expenses associated with the transportation of the Executive's personal belongings from the Executive's current residence to the Executive's new personal residence, (v) any closing costs reasonably incurred in connection with the purchase of the Executive's personal residence resulting from such Relocation; provided, however, that the Company shall not pay any mortgage points paid by the Executive in connection with the purchase of a new personal residence resulting from such Relocation, and (vi) any other identifiable miscellaneous Relocation costs not to exceed $10,000 upon the presentation of proper accounts therefor. (b) Prior to a Relocation, the Company shall reimburse the Executive for a three (3) month period for the reasonable and necessary out-of-pocket costs incurred by the Executive in connection with his living accommodations in the vicinity of his principal office. In the event that the Company determines that the Executive should rent an apartment, the Company shall provide the Executive with an apartment for the Executive in the vicinity of his principal office and shall reimburse him for his reasonable rental expenses for a three (3) month period. The Company shall reimburse the Executive, to the extent it has not previously reimbursed the Executive pursuant to the Prior Employment Agreement, for reasonable and customary relocation expenses actually incurred by the Executive during the Employment Period as a direct result all of the relocation expenses set forth in this Section 6.2 upon the presentation of him and his spouse to a location within reasonable commuting distance of proper receipts therefor in accordance with the Company’s retail division executive offices in Rockaway, NJ (“Relocation Expenses”), subject to Company policies and to such reasonable substantiation and documentation as may be specified by the Company, including house-hunting visits for the Executive and his spouse as reasonably necessary; the cost of packing and moving the Executive’s household goods and the moving of automobiles to the Executive’s home in or around Rockaway, NJ; the cost of temporary housing for the Executive and his immediate family in or around Rockaway, NJ (not to exceed six months in duration); the cost of temporary storage of the Executive’s household goods for a reasonable period of time; real estate commissions on the sale of the Executive’s home in Illinois and the purchase of a new home in or around Rockaway, NJ; reasonable closing costs on a new home that is a reasonable commuting distance from the Company’s retail division executive offices; and airfare to the Rockaway, NJ area for all members of the Executive’s immediate family. For the avoidance of doubt, such reimbursable Relocation Expenses will not include payment of any losses in connection with any capital transaction, such as the sale of a home. In the event that any of the reimbursements for Relocation Expenses are taxable to the Executive, the Company shall promptly make additional “gross up” payments to the Executive sufficient to cover such additional taxes (including taxes on the gross-up). The Company shall pay the Executive any amounts due to him in respect of Relocation Expenses within thirty (30) days after submission of written documentation substantiating such amounts's policies. (iic) In Notwithstanding the event that foregoing, if the Executive terminates his employment with the Company on or before September 30, 1998, other than for Good Reason by reason of a termination by the Executive pursuant to Section 10.5 of this Agreement, the Executive shall repay to the Company (as defined below), or if i) the Executive’s employment is terminated Relocation Expenses paid by the Company for Cause pursuant to Section 6.2(a) of this Agreement, and (as defined below), ii) all out-of-pocket costs and rental expenses paid by the Executive will be required Company pursuant to repay 50% Section 6.2(b) of the gross amount of reimbursed Relocation Expenses if this Agreement immediately upon such termination occurs prior to October 17, 2018, which repayment shall be made within thirty (30) days of the date of termination.