Common use of Rights and Payments Upon Termination Clause in Contracts

Rights and Payments Upon Termination. The Executive's right to benefits and payments, if any, for periods after the date on which his employment with the Company terminates for any reason (his "Termination Date") shall be determined in accordance with this Section 4: 4.1. Termination by the Company for Reasons Other Than Cause; Termination by the Executive for Good Reason. If the Executive's termination by the Company occurs for any reason other than Cause or is a result of the Executive's termination of employment for Good Reason (and is not on account of the Executive's death, disability, or voluntary resignation, the mutual agreement of the parties or any other reason), then the Executive shall receive from the Company for the period commencing on his termination Date and ending on the earliest of; 4.1.1. the thirty-sixth month after the Executive's Termination Date; 4.1.2. the date on which the Executive violates the provisions of Sections 5, 6 or 7 of this Agreement; or 4.1.3. the date of the Executive's death, the Salary, bonus and benefits in effect as of his Termination Date, payable in accordance with the provisions of Paragraph 3. 4.2. The monthly Fee amounts will continue as described above. Benefits that will continue will include medical, dental, basic life insurance, financial counselling services, any optional life insurance and any optional accidental death and dismemberment insurance. Bonus shall mean three payments of the average annual amount of the award paid to the Executive pursuant to the annual incentive plan or successor plan with respect to the three years immediately preceding that in which the Termination Date occurs; excluding any years in which the bonus was zero. If all three immediately preceding bonus payments were equal to zero, then no bonus payment would be continued for the next three years. 4.2.1. Fee payments to the Executive during the aforementioned thirty-six month period shall not preclude the Executive's eligibility for payments under the Company’s severance plan if any. 4.2.2. All existing unvested options as of the Termination Date will become vested and the Executive shall be afforded a 36-month extension period of time (but not beyond the original Termination Date of the option) from the Termination Date to exercise any remaining unexercised options that had not expired before the Termination Date. 4.2.3. It is expected that the Executive would have an opportunity to exercise said options in a cashless exchange from the first window period (post earnings public release period) after the Executive's Termination Date and thereafter. The Company expects that such a transaction could be accomplished very promptly at the beginning of said window period and thereafter. The Executive may exercise a cashless exchange of options before the date mentioned above if the Company is in agreement on the efficacy of such action and the Company would not unreasonably withhold such agreement. 4.2.4. The Company will, to the maximum extent permitted by law, defend, indemnify and hold harmless the Executive, BPYA and the Executive's heirs, estate, executors and administrators against any costs, losses, claims, suits, proceedings, damages or liabilities to which the Executive may become subject which arise out of, are based upon or relate to the Executive's engagement by the Company (and any predecessor company to the Company), or the Executive's service as an officer or member of the Board of Directors of the Company (or any predecessor company to the Company), including without limitation reimbursement for any legal or other expenses reasonably incurred by the Executive in connection with investigation and defending against any such costs, losses, claims, suits, proceedings, damages or liabilities. The Company shall maintain directors and officers liability insurance in commercially reasonable amounts (as reasonably determined by the Board), and the Executive shall be covered under such insurance to the same extent as other senior management employees of the Company with respect to matters which occurred during such period of employment. 4.2.5. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking outside employment or otherwise and such payments shall not be reduced by any other income earned by Executive.

Rights and Payments Upon Termination. The Executive's right to benefits and payments, if any, for periods after the date on which his employment with the Company terminates for any reason (his "Termination Date") shall be determined in accordance with this Section 43: 4.1. (A) Termination by the Company for Reasons Other Than Cause; Termination by the Executive for Good Reason. If the Executive's termination by the Company occurs for any reason other than Cause or is a result of the Executive's termination of employment for Good Reason (and is not on account of the Executive's death, disability, or voluntary resignation, the mutual agreement of the parties or any other reason), then the Executive shall receive from the Company for the period commencing on his termination Termination Date and ending on the earliest of; 4.1.1. of (i) the thirtytwenty-sixth fourth month after the Executive's Termination Date; 4.1.2. ; (ii) the date on which the Executive violates the provisions of Sections 54, 5 or 6 or 7 of this Agreement; or 4.1.3. or (iii) the date of the Executive's death, the Salary, bonus and benefits in effect as of his Termination Date, payable in accordance with the provisions of Paragraph 3. 4.23(B). The monthly Fee biweekly salary amounts will continue as described above. Benefits that will continue will include medical, dental, basic life insurance, financial counselling services, any optional life insurance and any optional accidental death and dismemberment insurance. Bonus shall mean three two payments of the average annual amount of the award paid to the Executive pursuant to the annual incentive plan or successor plan with respect to the three years immediately preceding that in which the Termination Date occurs; excluding any years in which the bonus was zero. If all three immediately preceding bonus payments were equal to zero, then no bonus payment would be continued for the next three years. 4.2.1. Fee Base salary payments to the Executive during the aforementioned thirtytwenty-six four month period shall not preclude the Executive's eligibility for payments under the Company’s 's severance plan if anyplan. 4.2.2. All existing unvested options as of the Termination Date will become vested and the Executive shall be afforded a 36-month extension period of time (but not beyond the original Termination Date of the option) from the Termination Date to exercise any remaining unexercised options that had not expired before the Termination Date. 4.2.3. It is expected that the Executive would have an opportunity to exercise said options in a cashless exchange from the first window period (post earnings public release period) after the Executive's Termination Date and thereafter. The Company expects that such a transaction could be accomplished very promptly at the beginning of said window period and thereafter. The Executive may exercise a cashless exchange of options before the date mentioned above if the Company is in agreement on the efficacy of such action and the Company would not unreasonably withhold such agreement. 4.2.4. The Company will, to the maximum extent permitted by law, defend, indemnify and hold harmless the Executive, BPYA and the Executive's heirs, estate, executors and administrators against any costs, losses, claims, suits, proceedings, damages or liabilities to which the Executive may become subject which arise out of, are based upon or relate to the Executive's engagement by the Company (and any predecessor company to the Company), or the Executive's service as an officer or member of the Board of Directors of the Company (or any predecessor company to the Company), including without limitation reimbursement for any legal or other expenses reasonably incurred by the Executive in connection with investigation and defending against any such costs, losses, claims, suits, proceedings, damages or liabilities. The Company shall maintain directors and officers liability insurance in commercially reasonable amounts (as reasonably determined by the Board), and the Executive shall be covered under such insurance to the same extent as other senior management employees of the Company with respect to matters which occurred during such period of employment. 4.2.5. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking outside employment or otherwise and such payments shall not be reduced by any other income earned by Executive.

Rights and Payments Upon Termination. The Executive's right to benefits and payments, if any, for periods after the date on which his employment with the Company terminates for any reason (his "Termination Date") shall be determined in accordance with this Section 43: 4.1. (A) Termination by the Company for Reasons Other Than Cause; Termination by the Executive for Good Reason. If the Executive's termination by the Company occurs for any reason other than Cause or is a result of the Executive's termination of employment for Good Reason (and is not on account of the Executive's death, disability, or voluntary resignation, the mutual agreement of the parties or any other reason), then the Executive shall receive from the Company for the period commencing on his termination Termination Date and ending on the earliest of; 4.1.1. of (i) the thirtytwenty-sixth fourth month after the Executive's Termination Date; 4.1.2. ; (ii) the date on which the Executive violates the provisions of Sections 54, 5 or 6 or 7 of this Agreement; or 4.1.3. or (iii) the date of the Executive's death, the Salary, bonus and benefits in effect as of his Termination Date, payable in accordance with the provisions of Paragraph 3. 4.23(B). The monthly Fee biweekly salary amounts will continue as described above. Benefits that will continue will include medical, dental, basic life insurance, financial counselling services, any optional life insurance and any optional accidental death and dismemberment insurance. Bonus shall mean three two payments of the average annual amount of the award paid to the Executive pursuant to the annual incentive plan or successor plan with respect to the three years immediately preceding that in which the Termination Date occurs; excluding any years in which the bonus was zero. If all three immediately preceding bonus payments were equal to zero, then no bonus payment would be continued for the next three years. 4.2.1. Fee Base salary payments to the Executive during the aforementioned thirtytwenty-six four month period shall not preclude the Executive's eligibility for payments under the Company’s 's severance plan if any. 4.2.2plan. All existing unvested options as Twenty-four months of additional age and service credit will be provided to the Termination Date will become vested Executive's RT Pension and the Executive shall RT Supplemental Plan using the methodology described in the Executive's Change in Control Agreement except that any lump sum payment will be afforded a 36made twenty-month extension period of time (but not beyond the original Termination Date of the option) from the Termination Date to exercise any remaining unexercised options that had not expired before the Termination Date. 4.2.3. It is expected that the Executive would have an opportunity to exercise said options in a cashless exchange from the first window period (post earnings public release period) four months after the Executive's Termination Date and thereafter. The Company expects that such a transaction could be accomplished very promptly at the beginning of said window period and thereafter. The Executive may exercise a cashless exchange of options before the date mentioned above only if the Company is in agreement on Executive has not violated the efficacy Confidentiality, Nonsolicitation and Noncompetition provisions of such action and the Company would not unreasonably withhold such agreementthis Agreement. 4.2.4. The Company will, to the maximum extent permitted by law, defend, indemnify and hold harmless the Executive, BPYA and the Executive's heirs, estate, executors and administrators against any costs, losses, claims, suits, proceedings, damages or liabilities to which the Executive may become subject which arise out of, are based upon or relate to the Executive's engagement by the Company (and any predecessor company to the Company), or the Executive's service as an officer or member of the Board of Directors of the Company (or any predecessor company to the Company), including without limitation reimbursement for any legal or other expenses reasonably incurred by the Executive in connection with investigation and defending against any such costs, losses, claims, suits, proceedings, damages or liabilities. The Company shall maintain directors and officers liability insurance in commercially reasonable amounts (as reasonably determined by the Board), and the Executive shall be covered under such insurance to the same extent as other senior management employees of the Company with respect to matters which occurred during such period of employment. 4.2.5. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking outside employment or otherwise and such payments shall not be reduced by any other income earned by Executive.

Rights and Payments Upon Termination. The Executive's right to benefits and payments, if any, for periods after the date on which his employment with the Company terminates for any reason (his "Termination Date") shall be determined in accordance with this Section 4: 4.1. Termination by the Company for Reasons Other Than Cause; Termination by the Executive for Good Reason. If the Executive's termination by the Company occurs for any reason other than Cause or is a result of the Executive's termination of employment for Good Reason (and is not on account of the Executive's death, disability, or voluntary resignation, the mutual agreement of the parties or any other reason), then the Executive shall receive from the Company for the period commencing on his termination Date and ending on the earliest of; 4.1.1. the thirty-sixth month after the Executive's Termination Date; 4.1.2. the date on which the Executive violates the provisions of Sections 5, 6 or 7 of this Agreement; or 4.1.3. the date of the Executive's death, the Salary, bonus and benefits in effect as of his Termination Date, payable in accordance with the provisions of Paragraph 3. 4.2. The monthly Fee amounts will continue as described above. Benefits that will continue will include medical, dental, basic life insurance, financial counselling services, any optional life insurance and any optional accidental death and dismemberment insurance. Bonus shall mean three payments of the average annual amount of the award paid to the Executive pursuant to the annual incentive plan or successor plan with respect to the three years immediately preceding that in which the Termination Date occurs; excluding any years in which the bonus was zero. If all three immediately preceding bonus payments were equal to zero, then no bonus payment would be continued for the next three years. 4.2.1. Fee payments to the Executive during the aforementioned thirty-six month period shall not preclude the Executive's eligibility for payments under the Company’s severance plan if any. 4.2.2. All existing unvested options as of the Termination Date will become vested and the Executive shall be afforded a 36-month extension period of time (but not beyond the original Termination Date of the option) from the Termination Date to exercise any remaining unexercised options that had not expired before the Termination Date. 4.2.3. It is expected that the Executive would have an opportunity to exercise said options in a cashless exchange from the first window period (post earnings public release period) after the Executive's Termination Date and thereafter. The Company expects that such a transaction could be accomplished very promptly at the beginning of said window period and thereafter. The Executive may exercise a cashless exchange of options before the date mentioned above if the Company is in agreement on the efficacy of such action and the Company would not unreasonably withhold such agreement. 4.2.4. The Company will, to the maximum extent permitted by law, defend, indemnify and hold harmless the Executive, BPYA and the Executive's heirs, estate, executors and administrators against any costs, losses, claims, suits, proceedings, damages or liabilities to which the Executive may become subject which arise out of, are based upon or relate to the Executive's engagement by the Company (and any predecessor company to the Company), or the Executive's service as an officer or member of the Board of Directors of the Company (or any predecessor company to the Company), including without limitation reimbursement for any legal or other expenses reasonably incurred by the Executive in connection with investigation and defending against any such costs, losses, claims, suits, proceedings, damages or liabilities. The Company shall maintain directors and officers liability insurance in commercially reasonable amounts (as reasonably determined by the Board), and the Executive shall be covered under such insurance to the same extent as other senior management employees of the Company with respect to matters which occurred during such period of employment. 4.2.5. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking outside employment or otherwise and such payments shall not be reduced by any other income earned by Executive.

Rights and Payments Upon Termination. The Executive's right to benefits and payments, if any, for periods after the date on which his employment with the Company terminates for any reason (his "Termination Date") shall be determined in accordance with this Section 4: 4.15.1. Termination by the Company for Reasons Other Than Cause; Termination by the Executive for Good Reason. If the Executive's termination by the Company occurs for any reason other than Cause or is a result of the Executive's termination of employment for Good Reason (and is not on account of the Executive's death, disability, or voluntary resignation, the mutual agreement of the parties or any other reason), then the Executive shall receive from the Company for the period commencing on his termination Date and ending on the earliest of; 4.1.15.1.1. the thirty-sixth month after the Executive's Termination Date; 4.1.25.1.2. the date on which the Executive violates the provisions of Sections 5, 6 or 7 of this Agreement; or 4.1.35.1.3. the date of the Executive's death, the Salary, bonus and benefits in effect as of his Termination Date, payable in accordance with the provisions of Paragraph 3. 4.25.2. The monthly Fee amounts will continue as described above. Benefits that will continue will include medical, dental, basic life insurance, financial counselling services, any optional life insurance and any optional accidental death and dismemberment insurance. Bonus shall mean three payments of the average annual amount of the award paid to the Executive pursuant to the annual incentive plan or successor plan with respect to the three years immediately preceding that in which the Termination Date occurs; excluding any years in which the bonus was zero. If all three immediately preceding bonus payments were equal to zero, then no bonus payment would be continued for the next three years. 4.2.15.2.1. Fee payments to the Executive during the aforementioned thirty-six month period shall not preclude the Executive's eligibility for payments under the Company’s severance plan if any. 4.2.25.2.2. All existing unvested options as of the Termination Date will become vested and the Executive shall be afforded a 36-month extension period of time (but not beyond the original Termination Date of the option) from the Termination Date to exercise any remaining unexercised options that had not expired before the Termination Date. 4.2.35.2.3. It is expected that the Executive would have an opportunity to exercise said options in a cashless exchange from the first window period (post earnings public release period) after the Executive's Termination Date and thereafter. The Company expects that such a transaction could be accomplished very promptly at the beginning of said window period and thereafter. The Executive may exercise a cashless exchange of options before the date mentioned above if the Company is in agreement on the efficacy of such action and the Company would not unreasonably withhold such agreement. 4.2.45.2.4. The Company will, to the maximum extent permitted by law, defend, indemnify and hold harmless the Executive, BPYA KING and the Executive's heirs, estate, executors and administrators against any costs, losses, claims, suits, proceedings, damages or liabilities to which the Executive may become subject which arise out of, are based upon or relate to the Executive's engagement by the Company (and any predecessor company to the Company), or the Executive's service as an officer or member of the Board of Directors of the Company (or any predecessor company to the Company), including without limitation reimbursement for any legal or other expenses reasonably incurred by the Executive in connection with investigation and defending against any such costs, losses, claims, suits, proceedings, damages or liabilities. The Company shall maintain directors and officers liability insurance in commercially reasonable amounts (as reasonably determined by the Board), and the Executive shall be covered under such insurance to the same extent as other senior management employees of the Company with respect to matters which occurred during such period of employment. 4.2.55.2.5. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking outside employment or otherwise and such payments shall not be reduced by any other income earned by Executive.

Rights and Payments Upon Termination. The Executive's right to benefits and payments, if any, for periods after the date on which his employment with the Company terminates for any reason (his "Termination Date") shall be determined in accordance with this Section 4: 4.1. (A) Termination by the Company for Reasons Other Than Cause; Termination by the Executive for Good Reason. If the Executive's termination by the Company occurs for any reason other than Cause or is a result of the Executive's termination of employment for Good Reason (and is not on account of the Executive's death, disability, or voluntary resignation, the mutual agreement of the parties or any other reason), then the Executive shall receive from the Company for the period commencing on his termination Termination Date and ending on the earliest of; 4.1.1. of (i) the thirtytwenty-sixth fourth month after the Executive's Termination Date; 4.1.2. ; (ii) the date on which the Executive violates the provisions of Sections 51, 6 2 or 7 3 of this Agreement; or 4.1.3. or (iii) the date of the Executive's death, the Salary, bonus and benefits in effect as of his Termination Date, payable in accordance with the provisions of Paragraph 3. 4.2. The monthly Fee biweekly salary amounts will continue as described above. Benefits that will continue will include medical, dental, basic life insurance, financial counselling services, any optional life insurance and any optional accidental death and dismemberment insurance. Bonus shall mean three two payments of the average annual amount of the award paid to the Executive pursuant to the annual incentive plan or successor plan with respect to the three years immediately preceding that in which the Termination Date occurs; excluding any years in which the bonus was zero. If all three immediately preceding bonus payments were equal to zero, then no bonus payment would be continued for the next three years. 4.2.1. Fee Base salary payments to the Executive during the aforementioned thirtytwenty-six four month period shall not preclude the Executive's eligibility for payments under the Company’s 's severance plan if any. 4.2.2plan. All existing unvested options as Twenty-four months of additional age and service credit will be provided to the Termination Date will become vested Executive's RT Pension and the Executive shall RT Supplemental Plan using the methodology described in the Executive's Change in Control Agreement except that any lump sum payment will be afforded a 36made twenty-month extension period of time (but not beyond the original Termination Date of the option) from the Termination Date to exercise any remaining unexercised options that had not expired before the Termination Date. 4.2.3. It is expected that the Executive would have an opportunity to exercise said options in a cashless exchange from the first window period (post earnings public release period) four months after the Executive's Termination Date and thereafter. The Company expects that such a transaction could be accomplished very promptly at the beginning of said window period and thereafter. The Executive may exercise a cashless exchange of options before the date mentioned above only if the Company is in agreement on Executive has not violated the efficacy Confidentiality, Nonsolicitation and Noncompetition provisions of such action and the Company would not unreasonably withhold such agreementthis Agreement. 4.2.4. The Company will, to the maximum extent permitted by law, defend, indemnify and hold harmless the Executive, BPYA and the Executive's heirs, estate, executors and administrators against any costs, losses, claims, suits, proceedings, damages or liabilities to which the Executive may become subject which arise out of, are based upon or relate to the Executive's engagement by the Company (and any predecessor company to the Company), or the Executive's service as an officer or member of the Board of Directors of the Company (or any predecessor company to the Company), including without limitation reimbursement for any legal or other expenses reasonably incurred by the Executive in connection with investigation and defending against any such costs, losses, claims, suits, proceedings, damages or liabilities. The Company shall maintain directors and officers liability insurance in commercially reasonable amounts (as reasonably determined by the Board), and the Executive shall be covered under such insurance to the same extent as other senior management employees of the Company with respect to matters which occurred during such period of employment. 4.2.5. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking outside employment or otherwise and such payments shall not be reduced by any other income earned by Executive.

Rights and Payments Upon Termination. The Executive's right to benefits and payments, if any, for periods after the date on which his employment with the Company terminates for any reason (his "Termination Date") shall be determined in accordance with this Section 4: 4.1. Termination by the Company for Reasons Other Than Cause; Termination by the Executive for Good Reason. If the Executive's termination by the Company occurs for any reason other than Cause or is a result of the Executive's termination of employment for Good Reason (and is not on account of the Executive's death, disability, or voluntary resignation, the mutual agreement of the parties or any other reason), then the Executive shall receive from the Company for the period commencing on his termination Date and ending on the earliest of; 4.1.1. the thirty-sixth month after the Executive's Termination Date; 4.1.2. the date on which the Executive violates the provisions of Sections 5, 6 or 7 of this Agreement; or 4.1.3. the date of the Executive's death, the Salary, bonus and benefits in effect as of his Termination Date, payable in accordance with the provisions of Paragraph 3. 4.2. The monthly Fee amounts will continue as described above. Benefits that will continue will include medical, dental, basic life insurance, financial counselling services, any optional life insurance and any optional accidental death and dismemberment insurance. Bonus shall mean three payments of the average annual amount of the award paid to the Executive pursuant to the annual incentive plan or successor plan with respect to the three years immediately preceding that in which the Termination Date occurs; excluding any years in which the bonus was zero. If all three immediately preceding bonus payments were equal to zero, then no bonus payment would be continued for the next three years. 4.2.1. Fee payments to the Executive during the aforementioned thirty-six month period shall not preclude the Executive's eligibility for payments under the Company’s severance plan if any. 4.2.2. All existing unvested options as of the Termination Date will become vested and the Executive shall be afforded a 36-month extension period of time (but not beyond the original Termination Date of the option) from the Termination Date to exercise any remaining unexercised options that had not expired before the Termination Date. 4.2.3. It is expected that the Executive would have an opportunity to exercise said options in a cashless exchange from the first window period (post earnings public release period) after the Executive's Termination Date and thereafter. The Company expects that such a transaction could be accomplished very promptly at the beginning of said window period and thereafter. The Executive may exercise a cashless exchange of options before the date mentioned above if the Company is in agreement on the efficacy of such action and the Company would not unreasonably withhold such agreement. 4.2.4. The Company will, to the maximum extent permitted by law, defend, indemnify and hold harmless the Executive, BPYA XXXXX and the Executive's heirs, estate, executors and administrators against any costs, losses, claims, suits, proceedings, damages or liabilities to which the Executive may become subject which arise out of, are based upon or relate to the Executive's engagement by the Company (and any predecessor company to the Company), or the Executive's service as an officer or member of the Board of Directors of the Company (or any predecessor company to the Company), including without limitation reimbursement for any legal or other expenses reasonably incurred by the Executive in connection with investigation and defending against any such costs, losses, claims, suits, proceedings, damages or liabilities. The Company shall maintain directors and officers liability insurance in commercially reasonable amounts (as reasonably determined by the Board), and the Executive shall be covered under such insurance to the same extent as other senior management employees of the Company with respect to matters which occurred during such period of employment. 4.2.5. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking outside employment or otherwise and such payments shall not be reduced by any other income earned by Executive.

Rights and Payments Upon Termination. The Executive's right to benefits and payments, if any, for periods after the date on which his employment with the Company terminates for any reason (his "Termination Date") shall be determined in accordance with this Section 4: 4.1. Termination by the Company for Reasons Other Than Cause; Termination by the Executive for Good Reason. If the Executive's termination by the Company occurs for any reason other than Cause or is a result of the Executive's termination of employment for Good Reason (and is not on account of the Executive's death, disability, or voluntary resignation, the mutual agreement of the parties or any other reason), then the Executive shall receive from the Company for the period commencing on his termination Date and ending on the earliest of; 4.1.1. the thirty-sixth month after the Executive's Termination Date; 4.1.2. the date on which the Executive violates the provisions of Sections 5, 6 or 7 of this Agreement; or 4.1.3. the date of the Executive's death, the Salary, bonus and benefits in effect as of his Termination Date, payable in accordance with the provisions of Paragraph 3. 4.2. The monthly Fee amounts will continue as described above. Benefits that will continue will include medical, dental, basic life insurance, financial counselling services, any optional life insurance and any optional accidental death and dismemberment insurance. Bonus shall mean three payments of the average annual amount of the award paid to the Executive pursuant to the annual incentive plan or successor plan with respect to the three years immediately preceding that in which the Termination Date occurs; excluding any years in which the bonus was zero. If all three immediately preceding bonus payments were equal to zero, then no bonus payment would be continued for the next three years. 4.2.1. Fee payments to the Executive during the aforementioned thirty-six month period shall not preclude the Executive's eligibility for payments under the Company’s severance plan if any. 4.2.2. All existing unvested options as of the Termination Date will become vested and the Executive shall be afforded a 36-month extension period of time (but not beyond the original Termination Date of the option) from the Termination Date to exercise any remaining unexercised options that had not expired before the Termination Date. 4.2.3. It is expected that the Executive would have an opportunity to exercise said options in a cashless exchange from the first window period (post earnings public release period) after the Executive's Termination Date and thereafter. The Company expects that such a transaction could be accomplished very promptly at the beginning of said window period and thereafter. The Executive may exercise a cashless exchange of options before the date mentioned above if the Company is in agreement on the efficacy of such action and the Company would not unreasonably withhold such agreement. 4.2.4. The Company will, to the maximum extent permitted by law, defend, indemnify and hold harmless the Executive, BPYA PTI and the Executive's heirs, estate, executors and administrators against any costs, losses, claims, suits, proceedings, damages or liabilities to which the Executive may become subject which arise out of, are based upon or relate to the Executive's engagement by the Company (and any predecessor company to the Company), or the Executive's service as an officer or member of the Board of Directors of the Company (or any predecessor company to the Company), including without limitation reimbursement for any legal or other expenses reasonably incurred by the Executive in connection with investigation and defending against any such costs, losses, claims, suits, proceedings, damages or liabilities. The Company shall maintain directors and officers liability insurance in commercially reasonable amounts (as reasonably determined by the Board), and the Executive shall be covered under such insurance to the same extent as other senior management employees of the Company with respect to matters which occurred during such period of employment. 4.2.5. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking outside employment or otherwise and such payments shall not be reduced by any other income earned by Executive.

Rights and Payments Upon Termination. The Executive's right to benefits and payments, if any, for periods after the date on which his employment with the Company terminates for any reason (his "Termination Date") shall be determined in accordance with this Section 45: 4.1. Termination by the Company for Reasons Other Than Cause; Termination by the Executive for Good Reason. If the Executive's termination by the Company occurs for any reason other than Cause or is a result of the Executive's termination of employment for Good Reason (and is not on account of the Executive's death, disability, or voluntary resignation, the mutual agreement of the parties or any other reason), then the Executive shall receive from the Company for the period commencing on his termination Date and ending on the earliest of; 4.1.1. the thirty-sixth month after the Executive's Termination Date; 4.1.2. the date on which the Executive violates the provisions of Sections 5, 6 or 7 of this Agreement; or 4.1.3. the date of the Executive's death, the Salary, bonus and benefits in effect as of his Termination Date, payable in accordance with the provisions of Paragraph 3. 4.2. The monthly Fee amounts will continue as described above. Benefits that will continue will include medical, dental, basic life insurance, financial counselling services, any optional life insurance and any optional accidental death and dismemberment insurance. Bonus shall mean three payments of the average annual amount of the award paid to the Executive pursuant to the annual incentive plan or successor plan with respect to the three years immediately preceding that in which the Termination Date occurs; excluding any years in which the bonus was zero. If all three immediately preceding bonus payments were equal to zero, then no bonus payment would be continued for the next three years. 4.2.1. Fee payments to the Executive during the aforementioned thirty-six month period shall not preclude the Executive's eligibility for payments under the Company’s severance plan if any. 4.2.2. All existing unvested options as of the Termination Date will become vested and the Executive shall be afforded a 36-month extension period of time (but not beyond the original Termination Date of the option) from the Termination Date to exercise any remaining unexercised options that had not expired before the Termination Date. 4.2.3. It is expected that the Executive would have an opportunity to exercise said options in a cashless exchange from the first window period (post earnings public release period) after the Executive's Termination Date and thereafter. The Company expects that such a transaction could be accomplished very promptly at the beginning of said window period and thereafter. The Executive may exercise a cashless exchange of options before the date mentioned above if the Company is in agreement on the efficacy of such action and the Company would not unreasonably withhold such agreement. 4.2.4. The Company will, to the maximum extent permitted by law, defend, indemnify and hold harmless the Executive, BPYA MAD and the Executive's heirs, estate, executors and administrators against any costs, losses, claims, suits, proceedings, damages or liabilities to which the Executive may become subject which arise out of, are based upon or relate to the Executive's engagement by the Company (and any predecessor company to the Company), or the Executive's service as an officer or member of the Board of Directors of the Company (or any predecessor company to the Company), including without limitation reimbursement for any legal or other expenses reasonably incurred by the Executive in connection with investigation and defending against any such costs, losses, claims, suits, proceedings, damages or liabilities. The Company shall maintain directors and officers liability insurance in commercially reasonable amounts (as reasonably determined by the Board), and the Executive shall be covered under such insurance to the same extent as other senior management employees of the Company with respect to matters which occurred during such period of employment. 4.2.5. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking outside employment or otherwise and such payments shall not be reduced by any other income earned by Executive.

Rights and Payments Upon Termination. The (a) Executive's ’s right to benefits and payments, if any, for periods after upon the effective date on which his of the termination of Executive’s employment with the Company terminates for any reason and all other members of the Company Group (his "the “Termination Date"”) shall be determined in accordance with this Section 4:5. 4.1. Termination (b) Executive’s employment with the Company Group may be terminated (1) due to Executive’s death or Disability, (2) by the Company at any time, for Reasons Other Than Cause; Termination any reason or no reason, with or without Cause (as defined below), (3) by Executive other than for Good Reason (as defined below), provided Executive provides the Company at least forty-five (45) days prior written notice of her intention to terminate, (4) by Executive with Good Reason (as defined below), or (5) as a result of either Party’s non-extension of the Employment Period (which, for the avoidance of doubt, shall not be considered a termination by the Company without Cause or a termination by Executive for Good Reason). If Executive’s Termination Date occurs for any reason, Executive shall be entitled to: (i) any unpaid Annual Base Salary under Section 4(a) hereof for any period prior to the Termination Date; (ii) any earned but unpaid Annual Bonus earned by Executive under Section 4(b) hereof for any calendar year ending prior to the Termination Date (to be paid not later than March 15th of the calendar year following the year to which such Annual Bonus relates); (iii) any accrued but unpaid benefits under Section 4(c) hereof for any period prior to the Termination Date; and (iv) any accrued but unused vacation under Section 4(d) for any period prior to the Termination Date to the extent provided for under the Company’s policies (with (i), (ii), (iii), and (iv) herein collectively referred to as “Accrued Payments”). Except as set forth in Section 5(c) below or as otherwise expressly set forth herein, Executive shall not be entitled to receive any payments or benefits under this Agreement for periods after Executive's ’s Termination Date and the Company shall have no obligation to make any additional payments or provide any other benefits for periods after Executive’s Termination Date (except as may otherwise be required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, other applicable law or the express terms of an employee benefit plan). (c) If Executive’s Termination Date occurs by reason of termination by the Company without Cause or termination by Executive for Good Reason, in addition to the compensation and benefits provided under Section 5(b), Executive shall be entitled to receive one (1) year of Executive’s Annual Base Salary (the “Severance Pay”) and the Annual Bonus prorated based upon the number of calendar days actually worked by Executive for the Company in such calendar year. Such Severance Pay is contingent upon Executive executing a severance agreement, including a waiver and general release of claims, in form and substance reasonably satisfactory to the Company, and any applicable revocation period expiring prior to the date that is sixty (60) days following the Termination Date (the “Payment Date”). Provided that the release requirements set forth in the preceding sentence are satisfied as of the Payment Date, the Severance Pay shall be paid to Executive in substantially equal installments in accordance with the Company’s general payroll practices over the one (1) year period following Executive’s Termination Date; provided, however, that any payments that would otherwise be payable prior to the Payment Date shall be accumulated and paid on the first payroll date following the Payment Date. For the avoidance of doubt, if Executive’s Termination Date occurs for any reason other than Cause or is a result of the Executive's termination of employment for Good Reason (and is not on account of the Executive's death, disability, or voluntary resignation, the mutual agreement of the parties or any other reason), then the Executive shall receive from the Company for the period commencing on his termination Date and ending on the earliest of; 4.1.1. the thirty-sixth month after the Executive's Termination Date; 4.1.2. the date on which the Executive violates the provisions of Sections 5, 6 or 7 of this Agreement; or 4.1.3. the date of the Executive's death, the Salary, bonus and benefits in effect as of his Termination Date, payable in accordance with the provisions of Paragraph 3. 4.2. The monthly Fee amounts will continue as described above. Benefits that will continue will include medical, dental, basic life insurance, financial counselling services, any optional life insurance and any optional accidental death and dismemberment insurance. Bonus shall mean three payments of the average annual amount of the award paid to the Executive pursuant to the annual incentive plan or successor plan with respect to the three years immediately preceding that in which the Termination Date occurs; excluding any years in which the bonus was zero. If all three immediately preceding bonus payments were equal to zero, then no bonus payment would be continued for the next three years. 4.2.1. Fee payments to the Executive during the aforementioned thirty-six month period shall not preclude the Executive's eligibility for payments under the Company’s severance plan if any. 4.2.2. All existing unvested options as of the Termination Date will become vested and the Executive shall be afforded a 36-month extension period of time (but not beyond the original Termination Date of the option) from the Termination Date to exercise any remaining unexercised options that had not expired before the Termination Date. 4.2.3. It is expected that the Executive would have an opportunity to exercise said options in a cashless exchange from the first window period (post earnings public release period) after the Executive's Termination Date and thereafter. The Company expects that such a transaction could be accomplished very promptly at the beginning of said window period and thereafter. The Executive may exercise a cashless exchange of options before the date mentioned above if the Company is in agreement on the efficacy of such action and the Company would not unreasonably withhold such agreement. 4.2.4. The Company will, to the maximum extent permitted by law, defend, indemnify and hold harmless the Executive, BPYA and the Executive's heirs, estate, executors and administrators against any costs, losses, claims, suits, proceedings, damages or liabilities to which the Executive may become subject which arise out of, are based upon or relate to the Executive's engagement by the Company (and any predecessor company to the Company)without Cause or by Executive for Good Reason, or the Executive's service as an officer or member of the Board of Directors of the Company (or any predecessor company to the Company), including without limitation reimbursement for any legal or other expenses reasonably incurred by the Executive in connection with investigation and defending against any such costs, losses, claims, suits, proceedings, damages or liabilities. The Company shall maintain directors and officers liability insurance in commercially reasonable amounts (as reasonably determined by the Board), and the Executive shall be covered under such insurance to the same extent as other senior management employees of the Company with respect to matters which occurred during such period of employment. 4.2.5. The Executive shall will not be required entitled to mitigate the amount of any payment provided for in this Agreement by seeking outside employment or otherwise and such payments shall not be reduced by any other income earned by ExecutiveSeverance Pay.